Obligation IBRD-Global 0% ( XS2716750547 ) en BRL

IBRD-Global

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Etats-unis

XS2716750547 ( en BRL )

10/11/2038

Prospectus brochure de l'obligation IBRD XS2716750547 en BRL 0%, échéance 10/11/2038

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 BRL, avec le code ISIN XS2716750547, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/11/2038

Final Terms dated 7 November 2023

International Bank for Reconstruction and Development

Issue of BRL 400,000,000 Zero Coupon Notes due 10 November 2038
payable in United States Dollars

under the
Global Debt Issuance Facility

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
"Conditions") set forth in the Prospectus dated September 24, 2021. This document constitutes the Final
Terms of the Notes described herein and must be read in conjunction with such Prospectus.
MiFID II product governance / Professional investors and ECPs target market See Term 29 below.
UK MiFIR product governance /Professional investors and ECPs target market See Term 30 below.
SUMMARY OF THE NOTES
1. Issuer:
International Bank for Reconstruction and Development
("IBRD")
2. (i)
Series number:
101849
(ii)
Tranche number:
1
3. Specified Currency or Currencies
The lawful currency of the Federative Republic of Brazil
(Condition 1(d)):
("Brazilian Real" or "BRL"), provided that all payments in
respect of the Notes will be made in United States Dollars
("USD")
4. Aggregate Nominal Amount

(i)
Series:
BRL 400,000,000
(ii)
Tranche:
BRL 400,000,000
5. (i)
Issue Price:
23.84 per cent. of the Aggregate Nominal Amount
(ii)
Net proceeds:
USD 19,501,022.49 (equivalent to BRL 95,360,000 at the
USD/BRL exchange rate of BRL 4.89 per USD 1.00)
6. Specified Denominations
BRL 10,000
(Condition 1(b)):
7. Issue Date:
10 November 2023
8. Maturity Date (Condition 6(a)):
10 November 2038, unless the corresponding FX Valuation
Date is postponed beyond the Scheduled FX Valuation Date
due to an Unscheduled Holiday or because a Price Source
Disruption in respect of the FX Rate has occurred, in which
case the Maturity Date shall be postponed to the fifth
Business Day after the date on which the FX Rate is
determined (further particulars specified below in Term 19).
For the avoidance of doubt, no additional interest or other
additional amounts shall be payable by IBRD in the event
that the Maturity Date is so postponed.
9. Interest basis (Condition 5):
Zero Coupon
(further particulars specified below)

10. Redemption/Payment basis
Redemption at par, payable in USD
(Condition 6):
(further particulars specified below)
11. Change of interest or
Not Applicable
redemption/payment basis:
12. Call/Put Options (Condition 6):
Not Applicable
13. Status of the Notes (Condition 3):
Unsecured and unsubordinated
14. Listing:
Luxembourg Stock Exchange
15. Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Zero Coupon Note provisions
Applicable
(Condition 5(c)):
(i)
Amortization Yield
10.03 per cent. per annum
(Condition 6(c)(ii)):
(ii)
Day Count Fraction
Actual/Actual-ICMA
(Condition 5(l)):
(iii)
Any other formula/basis of
Not Applicable
determining amount
payable:
PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of each
The Final Redemption Amount per Specified Denomination
Note (Condition 6):
will be payable in USD on the Maturity Date and shall be
determined by the Calculation Agent by applying the
following formula on the FX Valuation Date immediately
prior to the Maturity Date:
Specified Denomination divided by FX Rate
(as defined in Term 19 below),
subject to the Disruption Provisions and Definitions in Term
19 below.
18. Early Redemption Amount
Amortized Face Amount as set out in the Conditions. The
(Condition 6(c)):
Amortized Face Amount per Specified Denomination shall
be payable in USD and determined by the Calculation Agent
by applying the following formula on the FX Valuation Date
immediately prior to the Early Redemption Date:
Amortized Face Amount divided by FX Rate
(as defined in Term 19 below),
subject to the Disruption Provisions and Definitions in Term
19 below.
19. Disruption Provisions and
Disruption Provisions:
Definitions:
If, in respect of an FX Valuation Date, a Price Source
Disruption has occurred or exists in respect of the FX Rate,
the FX Rate for such FX Valuation Date shall be obtained by
applying the provisions of the following fallbacks (the
"Disruption Fallbacks") in the order below:
(i)
Valuation Postponement;
(ii) Fallback Reference Price (provided that the FX Rate
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cannot be determined in accordance with (i) above);
(iii) Calculation Agent Determination of FX Rate (provided
the FX Rate cannot be determined in accordance with
(i) and (ii) above); and
(iv) Hedge Transaction FX Rate (provided that the FX Rate
cannot be determined in accordance with (i), (ii) and
(iii) above).
In the event that an FX Valuation Date is postponed beyond
the relevant Scheduled FX Valuation Date due to an
Unscheduled Holiday or because a Price Source Disruption
in respect of the FX Rate has occurred, the Early
Redemption Date or the Maturity Date, as applicable, shall
be postponed to the fifth Business Day after the date on
which the FX Rate is determined.
For the avoidance of doubt, no additional interest or other
additional amounts shall be payable by IBRD in the event
that the Early Redemption Date or the Maturity Date is
postponed.
Cumulative Events:
Notwithstanding anything herein to the contrary, in no event
shall the total number of consecutive calendar days during
which either (i) an FX Valuation Date is postponed due to an
Unscheduled Holiday, or (ii) a Valuation Postponement shall
occur (or any combination of (i) and (ii)), exceed 14
consecutive calendar days in the aggregate. Accordingly, (x)
if, upon the lapse of any such 14 day period, an Unscheduled
Holiday shall have occurred or be continuing on the day
following such period that otherwise would have been a
Business Day, then such day shall be deemed to be an FX
Valuation Date, and (y) if, upon the lapse of any such 14 day
period, a Price Source Disruption shall have occurred or be
continuing on the day following such period, then Valuation
Postponement shall not apply and the FX Rate shall be
determined in accordance with the next Disruption Fallback.
Definitions:
The following definitions shall apply:
"Associated Swap Transaction" means the swap transaction
entered into in connection with the issue of the Notes
between the Issuer and the relevant swap counterparty.
"Brazil Business Day" means a day (other than a Saturday
or a Sunday) on which commercial banks and foreign
exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign
currency deposits) in any of Brasilia, Rio de Janeiro or São
Paulo.
"Business Day" means a day (other than a Saturday or a
Sunday), which is both (i) a Brazil Business Day and (ii) a
day on which commercial banks and foreign exchange
markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency
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deposits) in London and New York.
"Calculation Agent" means Citibank, N.A., London Branch,
or its duly appointed successor.
"Calculation Agent Determination of FX Rate" means, in
respect of an FX Valuation Date, that the Calculation Agent
shall determine the FX Rate on the relevant FX Valuation
Date, acting in good faith and in a commercially reasonable
manner having taken into account relevant market practice
and any information which it deems relevant; provided,
however, that if the Calculation Agent notifies the Issuer in
writing on such FX Valuation Date that it elects to not
determine the FX Rate on such date, Calculation Agent
Determination of FX Rate shall not apply and the FX Rate
shall be the Hedge Transaction FX Rate in accordance with
the Disruption Fallbacks.
"Early Redemption Date" means the day on which the
Notes become due and payable in accordance with Condition
9 (Default) subject to postponement in accordance with this
Term 19 whereupon the Early Redemption Date shall be the
date five Business Days following the relevant FX Valuation
Date. For the avoidance of doubt, no additional interest or
other additional amounts shall be payable by IBRD in the
event that the Early Redemption Date is so postponed.
"Fallback Reference Price" means, in respect of an FX
Valuation Date, the USD/BRL official rate, expressed as the
amount of BRL per USD 1.00, for settlement in two Brazil
Business Days, reported by the Banco Central do Brasil
(Central Bank of Brazil) (www.bcb.gov.br) in the "Diário
Oficial da União" on the first Business Day following such
FX Valuation Date ("BRL OFFICIAL" or "BRL02").
If Annex A to the 1998 FX and Currency Option Definitions
published by the International Swaps and Derivatives
Association, Inc., the Emerging Markets Traders Association
and
the
Foreign
Exchange
Committee (the "FX
Definitions") is amended such that BRL02 is replaced by a
successor price source for the USD/BRL exchange rate in
such Annex A to the FX Definitions (the "Successor Price
Source Definition for BRL02"), then the FX Rate for the
relevant FX Valuation Date will be determined in accordance
with such Successor Price Source Definition for BRL02.
"FX Rate" means, in respect of an FX Valuation Date, the
closing USD/BRL offered rate for USD, expressed as the
amount of BRL per USD 1.00, for settlement in two Brazil
Business Days, reported by the Banco Central do Brasil
(Central Bank of Brazil) (www.bcb.gov.br; see "Cotações e
boletins") by approximately 1:15 p.m. São Paulo time with
respect to such FX Valuation Date ("BRL PTAX" or
"BRL09").
If the FX Definitions are amended such that BRL09 is
replaced by a successor price source for the USD/BRL
exchange rate in such Annex A to the FX Definitions (the
"Successor Price Source Definition for BRL09"), then the
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FX Rate for the relevant FX Valuation Date will be
determined in accordance with such Successor Price Source
Definition for BRL09.
"FX Valuation Date" means, in respect of the Early
Redemption Date or the Maturity Date, as applicable, the
date that is five Business Days before such Early
Redemption Date or Maturity Date, as applicable (the
"Scheduled FX Valuation Date"), provided that if the
Scheduled FX Valuation Date is an Unscheduled Holiday, the
FX Valuation Date shall be postponed to the first following
Business Day, which is not an Unscheduled Holiday. In the
event that: (i) the Scheduled FX Valuation Date is so
postponed due to an Unscheduled Holiday and (ii) the FX
Valuation Date has not occurred on or before the number of
calendar days equal to the Maximum Days of Postponement
after the Scheduled FX Valuation Date (any such period
being a "Deferral Period"), the next day after the Deferral
Period that is a Business Day, or that would have been a
Business Day but for the Unscheduled Holiday, shall be
deemed to be the FX Valuation Date.
"Hedge Transaction FX Rate" means, in respect of an FX
Valuation Date, the foreign exchange rate for USD/BRL,
expressed as the amount of BRL per USD 1.00, that applies
in respect of such FX Valuation Date pursuant to the
Associated Swap Transaction (the "Swap Rate"). If there
are two or more Associated Swap Transactions, the Hedge
Transaction FX Rate for such FX Valuation Date will be the
average, weighted by the relative size of the notional
amounts of such Associated Swap Transactions, (rounded to
the nearest four decimal points, with 0.00005 being rounded
up) of the Swap Rates of such Associated Swap Transactions.
Such Hedge Transaction FX Rate shall be provided to the
Calculation Agent by the Issuer no later than two Business
Days prior to the Early Redemption Date or the Maturity
Date, as applicable.
"Maximum Days of Postponement" means 14 calendar
days.
"Price Source Disruption" means the occurrence or
existence of an event on an FX Valuation Date, the result or
consequence of which is that it is impossible or
impracticable, in the opinion of the Calculation Agent, to
obtain the FX Rate with respect to such day. The Calculation
Agent shall promptly notify IBRD if a Price Source
Disruption has occurred.
"Unscheduled Holiday" means a day that is not a Brazil
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 Brazil Business Days prior to the
Scheduled FX Valuation Date.
"Valuation Postponement" means, in respect of an FX
Valuation Date, if a Price Source Disruption has occurred or
exists in respect of the FX Rate on such FX Valuation Date,
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the FX Rate will be determined on the next succeeding
Business Day on which, in the opinion of the Calculation
Agent, such Price Source Disruption has not occurred or
ceased to exist, unless the Price Source Disruption continues
to exist (measured from the date that, but for the occurrence
of the Price Source Disruption, or Unscheduled Holiday
would have been the Scheduled FX Valuation Date) for a
consecutive number of calendar days equal to the Maximum
Days of Postponement, in which case the FX Rate will be
determined on the next succeeding Business Day after the
Maximum Days of Postponement (which will be deemed to
be the applicable FX Valuation Date) in accordance with the
next applicable Disruption Fallback.
GENERAL PROVISIONS APPLICABLE TO THE NOTES
20. Form of Notes (Condition 1(a)):
Registered Notes:

Global Registered Certificate available on Issue Date
21. New Global Note / New Safekeeping No
Structure:
22. Financial Centre(s) or other special
Brasilia, London, New York, Rio de Janeiro and São Paulo
provisions relating to payment dates
(Condition 7(h)):
23. Governing law (Condition 14):
English
24. 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 accompanying Prospectus.
Because the Notes are denominated in BRL but payable in
USD, the Noteholders will be exposed to currency exchange
rate risks with respect to such currencies. Changes in
exchange rates relating to any of the currencies involved may
result in a decrease in the effective yield of the Notes and, in
certain circumstances, could result in a loss of all or a
substantial portion of the principal of the Notes (including
the Final Redemption Amount). For example, if, on any FX
Valuation Date, BRL has appreciated in value against USD,
the payment in USD will be higher. Conversely, a
depreciation in value of BRL against USD will have the
opposite impact. Furthermore, since the Noteholders will
receive payments on the Notes only on the Maturity Date,
the Noteholders will not benefit from favorable changes in
exchange rates at any other time during the term of the
Notes.
Exchange rate movements for a particular currency are
volatile and are the result of numerous factors. A
Noteholder's net exposure will depend on the extent to which
the payment currency (USD) strengthens or weakens against
the denominated currency (BRL).
In addition, the Noteholders whose financial activities are
denominated principally in a currency (the "Investor's
Currency") other than any of the Specified Currencies, will
also be exposed to currency exchange rate risk that are not
associated with a similar investment in a security
6

denominated or paid in that Investor's Currency. For more
information, please see "Risk FactorsNotes are subject to
exchange rate and exchange control risks if the investor's
currency is different from the Specified Currency" in the
accompanying Prospectus.
If a Price Source Disruption occurs, the FX Rate will be
determined using the Disruption Fallbacks described in Term
19. Any of these Disruption Fallbacks may result in a
decrease in the effective yield of the Notes and, in certain
circumstances, could result in a loss of all or a substantial
portion of the principal of the Notes (including the Final
Redemption Amount).
DISTRIBUTION
25. (i)
If syndicated, names of
Not Applicable
Managers and underwriting
commitments:
(ii)
Stabilizing Manager(s) (if
Not Applicable
any):
26. If non-syndicated, name of Dealer:
Goldman Sachs International
27. Total commission and concession:
Not Applicable
28. Additional selling restrictions:
Not Applicable
29. MiFID II product governance
Directive 2014/65/EU (as amended, "MiFID II") product
/Professional investors and ECPs
governance / Professional investors and ECPs only target
target market:
market Solely for the purposes of the manufacturer's
product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the
target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the
manufacturer's target market assessment; however, each
distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by
either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution
channels.
For the purposes of this Term 29, "manufacturer" means the
Dealer.
IBRD does not fall under the scope of application of MiFID
II. Consequently, IBRD does not qualify as an "investment
firm", "manufacturer" or "distributor" for the purposes of
MiFID II.
30. UK MiFIR product governance /
Regulation (EU) No 600/2014 as it forms part of domestic
Professional investors and ECPs
law by virtue of the European Union (Withdrawal) Act
target market:
2018 ("UK MiFIR") product governance / Professional
investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the
target market assessment in respect of the Notes has led to
7

the conclusion that: (i) the target market for the Notes is only
eligible counterparties (as defined in the United Kingdom
Financial Conduct Authority (the "FCA") Handbook
Conduct
of
Business
Sourcebook ("COBS")) and
professional clients (as defined in UK MiFIR); and (ii) all
channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the
manufacturer's target market assessment; however, each
distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate
distribution channels.
For the purposes of this Term 30, "manufacturer" means the
Dealer.
IBRD does not fall under the scope of application of UK
MiFIR. Consequently, IBRD does not qualify as an
"investment firm", "manufacturer" or "distributor" for the
purposes of UK MiFIR.
OPERATIONAL INFORMATION
31. Legal Entity Identifier of the Issuer:
ZTMSNXROF84AHWJNKQ93
32. ISIN Code:
XS2716750547
33. Common Code:
271675054
34. Delivery:
Delivery versus payment
35. Registrar and Transfer Agent (if
Citibank, N.A., London Branch
any):
36. Intended to be held in a manner
No. Whilst the designation is specified as "no" at the date of
which would allow Eurosystem
these Final Terms, should the Eurosystem eligibility criteria
eligibility:
be amended in the future such that the Notes are capable of
meeting them the Notes may then be deposited with one of
the ICSDs as common safekeeper and registered in the name
of a nominee of one of the ICSDs acting as common
safekeeper. Note that this does not necessarily mean that the
Notes will then be recognized as eligible collateral for
Eurosystem monetary policy and intra-day credit operations
by the Eurosystem at any time during their life. Such
recognition will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
GENERAL INFORMATION
IBRD's most recent Information Statement was issued on October 2, 2023.
LISTING APPLICATION
These Final Terms comprise the final terms required for the admission to the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's regulated market of the
Notes described herein issued pursuant to the Global Debt Issuance Facility of International Bank for
Reconstruction and Development.
8

RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:

By:
..........................................................

Name:
Title:

Duly authorized

9