Bond IBRD-Global 3.5% ( CA459058LB70 ) in CAD

IBRD-Global

100 % ⇌

United States

CA459058LB70 ( in CAD )

3.5% per year ( payment 1 time a year)

12/01/2029

Prospectus brochure of the bond IBRD CA459058LB70 en CAD 3.5%, maturity 12/01/2029

459058LB7

12/01/2026 ( In 71 days )

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 CAD, with the ISIN code CA459058LB70, pays a coupon of 3.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 12/01/2029

Final Terms dated January 10, 2024
International Bank for Reconstruction and Development
Issue of CAD 1,400,000,000 3.500 per cent. Fixed Rate Notes due January 12, 2029
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.
UK MiFIR product governance / Retail investors, professional investors and ECPs target market See Term
28 below.

SUMMARY OF THE NOTES
1.
Issuer:
International Bank for Reconstruction and Development ("IBRD")
2.
(i)
Series Number:
101881

(ii)
Tranche Number:
1
3.
Specified Currency or Currencies
Canadian Dollars ("CAD")
(Condition 1(d)):
4.
Aggregate Nominal Amount:

(i)
Series:
CAD 1,400,000,000

(ii)
Tranche:
CAD 1,400,000,000
5.
(i)
Issue Price:
99.678 per cent. of the Aggregate Nominal Amount

(ii)
Net proceeds:
CAD 1,393,742,000
6.
Specified Denominations
CAD 1,000 and multiples thereof
(Condition 1(b)):
7.
Issue Date:
January 12, 2024
8.
Maturity Date (Condition 6(a)):
January 12, 2029
9.
Interest Basis (Condition 5):
3.500 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 3):
Unsecured and unsubordinated
14.
Listing:
Luxembourg Stock Exchange
15.
Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions
Applicable
(Condition 5(a)):

(i)
Rate of Interest:
3.500 per cent. per annum payable semi-annually in arrear
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(ii)
Interest Payment Date(s):
January 12 and July 12 in each year from and including July 12, 2024
to and including the Maturity Date, not subject to adjustment in
accordance with a Business Day Convention

(iii) Interest Period Date(s):
Each Interest Payment Date

(iv) Business Day Convention:
Not Applicable

(v)
Day Count Fraction
Actual/Actual (Canadian Compound Method), which means when
(Condition 5(1)):
calculating interest for a full regular semi-annual fixed rate interest
period, the day count convention is 30/360 and when calculating
interest for a period other than a full regular semi-annual fixed rate
interest period, the day count convention is Actual/365 (Fixed)

(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 each
CAD 1,000 per minimum Specified Denomination
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:

Global Registered Certificate available on Issue Date
20.
New Global Note/New
No
Safekeeping Structure:
21.
Financial Centre(s) or other
London, New York and Toronto
special provisions relating to
payment dates (Condition 7(h)):
22.
Governing law (Condition 14):
New York
23.
Other final terms:
See Appendix 1 attached hereto.
DISTRIBUTION
24.
(i)
If syndicated, names of
CIBC World Markets Inc. CAD 350,000,000
Managers and underwriting
National Bank Financial Inc.

CAD 350,000,000
commitments:
RBC Dominion Securities Inc.

CAD 350,000,000
The Toronto-Dominion Bank
CAD 350,000,000
(collectively, the "Dealers").

(ii)
Stabilizing Manager(s) (if
Not Applicable
any):
25.
If non-syndicated, name of Dealer: Not Applicable
26.
Total commission and concession: Combined management and underwriting commission of 0.125 per
cent. of the Aggregate Nominal Amount
27.
Additional selling restrictions:
Each of the Dealers has acknowledged, represented and agreed that it
will not distribute or deliver the Prospectus, or any other offering
material in connection with any offering of Notes into Canada, other
than in compliance with the applicable securities laws or regulations of
Canada or of any province or territory thereof.
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28.
UK MiFIR product governance/
Regulation (EU) No 600/2014 as it forms part of domestic law by
Retail investors, professional
virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR")
investors and ECPs target market: product governance / Retail investors, professional investors and
ECPs 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 the conclusion that: (i) the target market for the
Notes is eligible counterparties (as defined in the United Kingdom
Finance Conduct Authority (the "FCA") Handbook Conduct of
Business Sourcebook ("COBS")), professional clients (as defined in
UK MiFIR) and retail clients (as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018; and (ii) all channels for
distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should
take into consideration the manufacturer's target market assessment;
however, a 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 28, "manufacturer" means The
Toronto-Dominion Bank

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
29.
Legal Entity Identifier of the
ZTMSNXROF84AHWJNKQ93
Issuer:

30.
ISIN Code:
CA459058LB70
31.
Common Code:
274646888
32.
CUSIP:
459058LB7
33.
Any clearing system(s) other than
CDS Clearing and Depository Services Inc. ("CDS") and through direct
Euroclear Bank SA/NV,
or indirect participants in CDS: Clearstream Banking S.A. and
Clearstream Banking S.A. and
Euroclear Bank SA/NV
The Depository Trust Company
and the relevant identification
number(s):
34.
Delivery:
Delivery free of payment
35.
Registrar and Transfer Agent (if
Citibank, N.A., London Branch
any):
36.
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 2, 2023.
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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.
RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:

By:

Name:

Title:
Duly authorized
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Appendix 1
ADDITIONAL INFORMATION REGARDING THE NOTES
Form, Denomination and Title
The Notes will be issued in registered form, represented by a registered global note certificate registered in the name
of CDS & CO., as nominee of CDS Clearing & Depository Services Inc. ("CDS") and held by CDS (the "Global Note")
substantially in the form set out in Exhibit G to the Amended and Restated Global Agency Agreement dated as of
September 24, 2021 made between the Issuer and Citibank, N.A., London Branch as global agent (the "Global
Agent") for the holders of the Notes, as supplemented (the "Agency Agreement"). Beneficial interests in the Notes
will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct
and indirect participants in CDS. Investors may elect to hold interests in the Notes directly through any of CDS (in
Canada) or Clearstream Banking S.A. ("Clearstream"), or Euroclear Bank SA/NV ("Euroclear") (in Europe) if they
are participants of such systems, or indirectly through organisations which are participants in such systems.
Clearstream, and Euroclear will hold interests in the Notes on behalf of their participants through customers'
securities accounts in their respective names on the books of their respective Canadian subcustodians, each of which
is a Canadian schedule I chartered bank ("Canadian Subcustodians"), which in turn will hold such interests in
customers' securities accounts in the names of the Canadian Subcustodians on the books of CDS.
None of the Issuer or the Dealers will assume any liability for: (a) any aspect of the records relating to the beneficial
ownership of the Notes held by CDS or the payments relating thereto; (b) maintaining, supervising or reviewing any
records relating to the Notes; or (c) any advice or representation made by or with respect to CDS and contained in
these Final Terms and relating to the rules governing CDS or any action to be taken by CDS or at the direction of its
participants. The rules governing CDS provide that it acts as the agent and depositary for the CDS participants. As a
result, CDS participants must look solely to CDS and beneficial owners must look solely to CDS participants for the
interest payments payable by or on behalf of the Issuer to CDS with respect to the Notes.
Except in the limited circumstances described below under "Definitive Notes", owners of beneficial interests in the
Notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form and will not be considered owners or holders thereof under the Agency
Agreement.
All Notes will be recorded in a register maintained by the Registrar and will be registered in the name of CDS & CO.
(or such other nominee of CDS as an authorised representative of CDS may advise) for the benefit of owners of
beneficial interests in the Notes, including participants of Clearstream and Euroclear.
For so long as any of the Notes are represented by the registered global note certificate, the Issuer, the Global Agent,
the Registrar, and the Paying Agent shall treat CDS & CO., or any other nominee appointed by CDS, as the sole
owner or holder of such Notes for all purposes under the Agency Agreement. Principal and interest payments on the
Notes registered in the name of CDS & CO., or any other nominee appointed by CDS, will be made on behalf of the
Issuer to CDS & CO., or any other nominee appointed by CDS and CDS or such nominee will distribute the payment
received.
Secondary market trading between CDS participants will be in accordance with market conventions applicable to
transactions in book-based Canadian domestic bonds. Secondary market trading between Euroclear participants
and Clearstream participants will occur in the ordinary way in accordance with the applicable rules and operating
procedures of Euroclear and Clearstream and will be settled using the procedures applicable to conventional
Eurobonds, in immediately available funds.
Links have been established among CDS, Clearstream and Euroclear to facilitate the initial issuance of the Notes and
cross-market transfers of the Notes associated with secondary market trading. CDS will be linked to Euroclear and
Clearstream through the CDS accounts of the respective Canadian Subcustodians of Clearstream and Euroclear.
Cross-market transfers between persons holding directly or indirectly through CDS participants, on the one hand, and
directly or indirectly through Clearstream and Euroclear participants, on the other, will be effected in CDS in
accordance with CDS rules; however, such cross-market transactions will require delivery of instructions to the
relevant clearing system by the counterparty in such system in accordance with its rules and procedures and within
its established deadlines. The relevant clearing system will, if the transaction meets its settlement requirements,
deliver instructions to CDS through its Canadian Subcustodian to take action to effect final settlement on its behalf by
delivering or receiving Notes in CDS, and making or receiving payment in accordance with normal procedures for
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settlement in CDS. Clearstream and Euroclear participants may not deliver instructions directly to CDS or the
Canadian Subcustodians.
Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction
with a CDS participant will be made during subsequent securities settlement processing and dated the business day
following the CDS settlement date. Such credits or any transactions in such notes settled during such processing will
be reported to the relevant Euroclear participants or Clearstream participants on such business day. Cash received in
Clearstream or Euroclear as a result of sales of Notes by or through a Euroclear participant or a Clearstream
participant to a CDS participant will be received with value on the CDS settlement date but will be available in the
relevant Euroclear or Clearstream cash account only as of the business day following settlement in CDS.
Definitive Notes
No beneficial owner of the Notes will be entitled to receive physical delivery of the Notes (represented by an
unrestricted individual note certificate) except in the limited circumstances set out in the Global Note, and in the
following circumstances:
(i) CDS (A) has notified the Bank that it is unwilling or unable to continue to act as a depository for the Notes
and a successor depository is not appointed by the Bank within 90 business days after receiving such
notice; or (B) ceases to be a recognized clearing agency under applicable Canadian or provincial securities
legislation and no successor clearing system satisfactory to the Bank, acting reasonably, is available within
90 business days after the Bank becoming aware that CDS is no longer so recognized; or
(ii) the Bank, upon the request of a holder, elects to issue such Certificates representing Registered Notes to
the beneficial owners; or
(iii) a holder has instituted any judicial proceeding in a court to enforce its rights under the Notes and such
holder has been advised by counsel that in connection with such proceeding it is necessary or appropriate
for such holder to obtain possession of its Notes; or
(iv) as provided in the Final Terms
The information in this section concerning CDS, Euroclear and Clearstream has been obtained from sources the
Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. CDS, Euroclear and/or
Clearstream may change or discontinue any of the foregoing procedures at any time.

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