Bond IBRD-Global 4.5% ( AU3CB0190916 ) in AUD

IBRD-Global

100 % ▼

United States

AU3CB0190916 ( in AUD )

4.5% per year ( payment 1 time a year)

07/03/2017 - Bond has expired

Prospectus brochure of the bond IBRD AU3CB0190916 in AUD 4.5%, expired

700 000 000 AUD

The International Bank for Reconstruction and Development (IBRD) is an international financial institution that offers loans and advice to middle-income and creditworthy low-income countries for development projects.

The Bond issued by IBRD-Global ( United States ) , in AUD, with the ISIN code AU3CB0190916, pays a coupon of 4.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 07/03/2017

Final Terms dated March 5, 2012
International Bank for Reconstruction and Development
Issue of AUD700,000,000 4.50 per cent. Fixed Rate Notes due March 7, 2017
("Notes")

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 May 28, 2008. This
document constitutes the Final Terms of the Notes described herein and must be read in
conjunction with such Prospectus.
International Bank for Reconstruction and Development is neither a bank nor an
authorised deposit-taking institution which is authorised under the Banking Act 1959 of
Australia. The Notes are not the obligations of any government and, in particular, are not
guaranteed by, the Commonwealth of Australia.
SUMMARY OF THE NOTES
1. Issuer:
International Bank for Reconstruction and
Development
("IBRD")
2. (i) Series Number:
10726
(ii) Tranche Number:
1
3. Specified Currency or
Australian Dollars ("AUD")
Currencies (Condition 1(d)):
4. Aggregate Nominal Amount:

(i) Series:
AUD700,000,000
(ii) Tranche:
AUD700,000,000
5. (i) Issue Price:
99.305 per cent. of the Aggregate Nominal Amount
(i ) Net proceeds:
AUD694,211,000
6. Specified Denominations
AUD1,000. See also Term 27 below
(Condition 1(b)):
7. Issue Date:
March 7, 2012
8. Maturity Date (Condition 6(a)):
March 7, 2017
9. Interest Basis (Condition 5):
4.50 per cent. Fixed Rate (further particulars specified
below)
10. Redemption/Payment Basis
Redemption at par
(Condition 6):

11. Change of Interest or
Not Applicable
Redemption/Payment Basis:
12. Call/Put Options (Condition 6):
Not Applicable

13. Status of the Notes (Condition
Unsecured and unsubordinated
3):
14. Listing:
Luxembourg Stock Exchange
15. Method of distribution:
Syndicated

1

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions
Applicable
(Condition 5(a)):

(i) Rate of Interest:
4.50 per cent. per annum payable semi-annually in
arrear

(ii) Interest Payment Date(s):
March 7 and September 7 in each year, from and
including September 7, 2012 to, and including, the
Maturity Date
(ii ) Fixed Coupon Amount:
AUD22.50 per Specified Denomination per Interest
Payment Date
(iv) Broken Amount(s):
Not Applicable
(v) Day Count Fraction
RBA Bond Basis (i.e., one divided by the number of

(Condition 5(l)):
Fixed Rate Interest Payment Dates in each 12 month
period)
(vi) Other terms relating to the Not Applicable
method of calculating
interest for Fixed Rate
Notes:
PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of
AUD1,000 per Specified Denomination
each Note (Condition 6):
18. Early Redemption Amount
As set out in the Conditions
(Condition 6(c)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
19. Form of Notes (Condition 1(a)): Registered Notes only
The holders of the Notes are entitled to the benefit of,
and are bound by and are deemed to have notice of,
the provisions of the second deed poll executed by
IBRD on October 19, 2009 ("Deed Poll") constituting
the Notes. The Notes wil be Registered Notes for the
purposes of the Terms and Conditions (as defined in
the Deed Poll). A copy of the Deed Poll may be
inspected, without charge, at the offices of the
Registrar. The Registrar will hold the original Deed
Poll.
20. New Global Note:
No
21. Financial Centre(s) or other
Sydney
special provisions relating to
payment dates (Condition 7(h)):
22. Governing law (Condition 14):
New South Wales, Australia
23. Other final terms:
As set out in Appendix A to these Final Terms
DISTRIBUTION
24. (i) If syndicated, names of
Joint Lead Managers
Managers:

Australia and New Zealand Banking Group Limited
(ABN 11 005 357 522)
The Toronto-Dominion Bank, London Branch (ARBN
082 818 175)
Westpac Banking Corporation (ABN 33 007 457 141)

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(ii) Stabilizing Manager(s) (if
Not Applicable
any):
25. If non-syndicated, name of
Not Applicable
Dealer:
26. Total commission and
0.132 per cent. of the Aggregate Nominal Amount
concession:
(AUD924,000)
27. Additional selling restrictions:
See the additional selling restrictions in paragraph 1 of
the "General Information" section below for restrictions
on offers, invitations or sales of Notes for a
consideration of less than AUD500,000.
OPERATIONAL INFORMATION

28. ISIN Code:
AU3CB0190916
29. Common Code:
075332971
30. Any clearing system(s) other
The Issuer has applied to Austraclear Limited
than Euroclear Bank S.A./N.V.,
("Austraclear") for approval for the Notes to be traded
Clearstream Banking, société
on the settlement system operated by Austraclear
anonyme and The Depository
("Austraclear System"). Such approval by
Trust Company and the
Austraclear is not a recommendation or endorsement
relevant identification
by Austraclear of the Notes.
number(s):
On admission to the Austraclear System, interests in
the Notes may be held through Euroclear Bank
S.A./N.V. as operator of the Euroclear System
("Euroclear") or Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"). In these
circumstances, entitlements in respect of holdings of
interests in the Notes in Euroclear would be held in the
Austraclear System by HSBC Custody Nominees
(Australia) Limited as nominee of Euroclear while
entitlements in respect of holdings of interests in the
Notes in Clearstream, Luxembourg would be held in
the Austraclear System by a nominee of J.P. Morgan
Chase Bank, N.A. as custodian for Clearstream,
Luxembourg.
The rights of a holder of interests in Notes held
through Euroclear or Clearstream, Luxembourg are
subject to the respective rules and regulations for
accountholders of Euroclear and Clearstream,
Luxembourg, the terms and conditions of agreements
between Euroclear and Clearstream, Luxembourg and
their respective nominees and the rules and
regulations of the Austraclear System.
In addition, any transfer of interests in Notes which are
held through Euroclear or Clearstream, Luxembourg
will, to the extent such transfer will be recorded on the
Austraclear System, be subject to the Corporations Act
2001 of Australia and the other requirements set out in
Condition 2 of the Notes.
See also Appendix B to these Final Terms.
31. Delivery:
Delivery upon payment

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32. Registrar and Transfer Agent (if Reserve Bank of Australia
any):
33. Additional Paying Agent(s) (if
Reserve Bank of Australia
any):
34. Intended to be held in a manner No
which would allow Eurosystem

eligibility:

GENERAL INFORMATION

IBRD's most recent Information Statement was issued on October 4, 2011.
The following additional selling restrictions will apply to the issue:
Australia:
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of
Australia) in relation to the Notes has been or wil be lodged with the Australian Securities
and Investments Commission ("ASIC"). Each Manager has represented and agreed that
it:
(a)
has not (directly or indirectly) offered or invited applications, and will not
offer or invite applications, for issue, sale or purchase of the Notes in
Australia (including an offer or invitation which is received by a person in
Australia); and
(b)
has not distributed or published, and will not distribute or publish, any
Prospectus or other offering material or advertisement (including any
Final Terms) relating to any Notes in Australia,
unless (i) the aggregate consideration payable by each offeree is at least AUD500,000
(or its equivalent in an alternate currency) (disregarding moneys lent by the offeror or its
associates) or the offer otherwise does not require disclosure to investors under Part
6D.2 or Chapter 7 of the Corporations Act 2001 of Australia, (ii) such action complies with
applicable laws and directives (including that the offer or invitation is not made to a
person who is a "retail client" within the meaning of section 761G of the Corporations Act
2001 of Australia), and (ii ) such action does not require any document to be lodged with
ASIC.
In addition, each Manager has agreed that it wil comply with the directive issued by the
Assistant Treasurer of the Commonwealth of Australia dated September 23, 1996 as
contained in Banking (Exemption) Order No. 82 which requires all offers and transfers to
be for an aggregate principal amount of at least AUD500,000. Banking (Exemption)
Order No. 82 does not apply to transfers which occur outside Australia.
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.

4

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

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

Name:
Title:

Duly authorized

5

APPENDIX A TO FINAL TERMS
This is Appendix A to the Final Terms dated March 5, 2012 and the following provisions
amend, supplement, vary and/or substitute the terms and conditions applicable to the
Notes as set out in the Prospectus dated May 28, 2008 incorporated in this Final Terms.
To the extent of any inconsistency between the terms and conditions set out in the
Prospectus and these supplemental conditions, these supplemental conditions will apply
to the extent of that inconsistency.
Preamble
The Notes are constituted by the Deed Poll and inscribed in the Register pursuant to the
Registry Services Agreement. The Global Agency Agreement and the Deed of Covenant
will not apply to the Notes. Copies of the Deed Poll and Registry Services Agreement
are available for inspection during normal business hours at the specified office of the
Registrar. Al persons from time to time entitled to the benefit of obligations under any
Note shall be deemed to have notice of, and shall be bound by, all the provisions of the
Deed Pol and the Registry Services Agreement insofar as they relate to the Notes.
Definitions
The following terms have these meanings in respect of the Notes:
Austraclear means Austraclear Ltd (ACN 002 060 773);
Austraclear Regulations means the regulations established by Austraclear (as
amended or replaced from time to time) to govern the use of the Austraclear System;
Austraclear System means the system operated by Austraclear for holding securities
and the electronic recording and settling of transactions in those securities between
members of that system;
Clearstream, Luxembourg means Clearstream Banking, société anonyme;
Euroclear means Euroclear Bank S.A./N.V. as operator of the Euroclear System;
Record Date means, in the case of payments of principal or interest, the close of
business in Sydney on the date falling 8 calendar days before each Fixed Rate Interest
Payment Date and the Maturity Date (as the case may be);
Registrar means the Reserve Bank of Australia; and
Registry Services Agreement means the registry services agreement between IBRD
and the Registrar dated November 7, 2006, and all references to the "Global Agency
Agreement" shal be deemed to include a reference to the Registry Services Agreement.
1
Condition 1 - Form, Denomination, Title and Specified Currency
1.1
Condition 1(a) shall be replaced by the following:
"(a)

(i)
The Notes are debt obligations of IBRD owing under the Deed Poll and
take the form of entries in the Register. Each entry in the Register
constitutes a separate and individual acknowledgment to the relevant
Noteholder of the indebtedness of IBRD to the relevant Noteholder.

6

(ii)
No certificate or other evidence of title will be issued by or on behalf of
IBRD to evidence title to a Note unless IBRD determines that certificates
should be made available or it is required to do so pursuant to any
applicable law or regulation."
1.2
Condition 1(c) shall be replaced by the following:
"Title to the Notes shall pass by registration in the Register. Entries in the
Register in relation to a Note constitute conclusive evidence that the person so
entered is the registered owner of the Note subject to rectification for fraud or
error. No Note wil be registered in the name of more than four persons. A Note
registered in the name of more than one person is held by those persons as joint
tenants. Notes will be registered by name only without reference to any
trusteeship. The person registered in the Register as a Noteholder of a Note wil
be treated by IBRD and the Registrar as absolute owner of that Note and neither
IBRD nor the Registrar is, except as ordered by a court or as required by statute,
obliged to take notice of any other claim to a Note. The Register will be
established and maintained in Sydney, New South Wales unless otherwise
agreed between the Issuer and the Registrar."
2
Condition 2 - Transfers of Registered Notes and Exchanges of Registered
Notes and Bearer Notes
2.1
Condition 2(a)(i) shall be replaced by the fol owing:
"(i)
The Notes may be transferred in whole but not in part. The Notes will be
transferable by duly completed and (if applicable) stamped transfer and
acceptance forms in the form specified by, and obtainable from, the
Registrar or by any other manner approved by IBRD and the Registrar.
Notes entered in the Austraclear System (as defined below) wil be
transferable only in accordance with the Austraclear Regulations (as
defined below).
Notes may only be transferred within, to or from Australia if (a) the
aggregate consideration payable by the transferee at the time of transfer
is at least AUD500,000 (or its equivalent in other currencies, in either
case, disregarding moneys lent by the transferor or its associates) or the
offer or invitation giving rise to the transfer otherwise does not require
disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the
Corporations Act 2001 of Australia, (b) the transfer is in compliance with
all applicable laws, regulations and directives (including, without
limitation, in the case of a transfer to or from Australia, the laws of the
jurisdiction in which the transfer takes place), and (c) in the case of a
transfer between persons outside Australia, if a transfer and acceptance
form is signed outside Australia.
A transfer to an unincorporated association is not permitted."
2.2
In Condition 2(g), replace "15" with "7 calendar".
2.3
Condition 2(h) is replaced with the following:
"Unless the Notes are lodged in the Austraclear System (as defined below),
application for the transfer of the Notes must be made by the lodgement of a
transfer and acceptance form with the Registrar. Each transfer and acceptance
form must be accompanied by such evidence (if any) as the Registrar may

7

require to prove the title of the transferor or the transferor's right to transfer the
Note and be signed by both the transferor and the transferee.
The transferor of a Note is deemed to remain the holder of that Note until the
name of the transferee is entered in the Register in respect of that Note."
3
Condition 4 - Negative Pledge
In Condition 4, replace the words "Global Agent or the Fiscal Agent, as the case
may be," with "Registrar".
4
Condition 5 - Interest
The following sentence shall be added to the end of the first paragraph of
Condition 5(j):
"Subject to this Condition 5(j), interest wil be payable in two equal semi-annual
payments. Subject to the preceding sentence, interest wil accrue on the basis of
a 365 day year (366 days in a leap year) and the actual number of days elapsed
during the relevant Interest Period."
5
Condition 7 - Payments
5.1
Condition 7(a) shall be replaced by the following provisions:
"(A)
The Registrar wil act (through its office in Sydney) as principal paying
agent for the Notes pursuant to the Registry Services Agreement.
(B)
Payments of principal and interest wil be made in Sydney in Australian
dollars to the persons registered at the close of business on the relevant
Record Date (as defined below) as the holders of such Notes, subject in
all cases to normal banking practice and all applicable laws and
regulations. Payment wil be made by cheques drawn on the Sydney
branch of the Reserve Bank of Australia despatched by post on the
relevant payment day at the risk of the Noteholder or, at the option of the
Noteholder, in the case of principal or interest, by the Registrar giving in
Sydney irrevocable instructions for the effecting of a transfer of the
relevant funds to an Australian dollar account in Australia specified by the
Noteholder to the Registrar, or in any other manner in Sydney which the
Registrar and the Noteholder agree. Payments to Euroclear and
Clearstream, Luxembourg (or their respective nominees, where
applicable) and to Austraclear wil be made by electronic transfer in the
manner specified in this paragraph.
In the case of payments made by electronic transfer, payments wil for all
purposes be taken to be made when the Registrar gives irrevocable
instructions in Sydney for the making of the relevant payment by
electronic transfer, being instructions which would be reasonably
expected to result, in the ordinary course of banking business, in the
funds transferred reaching the account of the Noteholder and, in the case
of accounts maintained in Australia, reaching the account on the same
day as the day on which the instructions are given.
If a payment in respect of a Note is prohibited by law from being made in
Australia, such payment will be made in an international financial centre
for the account of the relevant payee, and on the basis that the relevant

8

amounts are paid in immediately available funds, freely transferable to the
order of the payee.
(C)
If a cheque posted or an electronic transfer for which irrevocable
instructions have been given by the Registrar is shown, to the satisfaction
of the Registrar, not to have reached the Noteholder and the Registrar is
able to recover the relevant funds, the Registrar may make such other
arrangements as it thinks fit for the effecting of the payment in Sydney.
(D)
Interest will be payable in the manner specified in clause 7(a)(B) above,
to the persons who are registered as Noteholders at the close of business
in Sydney on the relevant Record Date and cheques wil be made
payable to the Noteholder (or, in the case of joint Noteholders, to the first-
named) and sent to his registered address, unless instructions to the
contrary are given by the Noteholder (or, in the case of joint Noteholders,
by all the Noteholders) in such form as may be prescribed by the
Registrar.
Payment of principal wil be made to, or to the order of, the persons who
are registered as Noteholders at the close of business in Sydney on the
relevant Record Date, subject, if so directed by the Registrar, to receipt
from them of such instructions as the Registrar may require.
(E)
Paragraphs (ii ) and (vi) of Condition 7(e) shall not apply to the Notes."
6
Condition 10 - replacement of Notes, Certificates, Receipts, Coupons and
Talons
Condition 10 shall not apply to the Notes.
7
Condition 12 - Notices
In Condition 12(c), add the following provisions:
Notwithstanding this Condition 12(c), so long as the Notes are held on behalf of a
clearing system notices to Noteholders may be given by delivery of the relevant
notice to that clearing system for communication by it to entitled account holders.
Any notice delivered to a clearing system in accordance with this provision shall
be deemed to have been given to the Noteholders on the day on which such
notice is delivered to the clearing system.
8
Condition 14 - Governing Law, Jurisdiction and Service of Process
8.1
Condition 14 shall be replaced by the following:
"(a)
The Notes are governed by, and shall be construed in accordance with,
the laws of New South Wales, Australia.
(b)
IBRD irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of New South Wales, Australia and courts of
appeal from them.
(c)
For so long as any of the Notes are outstanding, IBRD will ensure that
there is an agent appointed to accept service of process on its behalf in
New South Wales in respect of any legal action or proceedings as may be
brought in the courts of New South Wales, Australia or the federal courts
of Australia.

9

The agent initially appointed by IBRD in New South Wales, Australia is
The World Bank, Level 19, 14 Martin Place, CML Building, Sydney NSW
2000, Australia."

10