Obligation IBRD-Global 4.3% ( AU3CB0305803 ) en AUD

IBRD-Global

100 % ⇌

Etats-unis

AU3CB0305803 ( en AUD )

4.3% par an ( paiement annuel )

10/01/2029

Prospectus brochure de l'obligation IBRD AU3CB0305803 en AUD 4.3%, échéance 10/01/2029

10/01/2026 ( Dans 70 jours )

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 AUD, avec le code ISIN AU3CB0305803, paye un coupon de 4.3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/01/2029

Final Terms dated January 8, 2024

International Bank for Reconstruction and Development

Issue of AUD2,000,000,000 4.30 per cent. Notes due January 10, 2029
("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 September 24, 2021.
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
"Australian Banking Act"). The Notes are not the obligations of any government and, in
particular, are not guaranteed by, the Commonwealth of Australia and an investment in
Notes will not be covered by the depositor protection provisions in section 13A of the
Australian Banking Act and will not be covered by the Australian Government's banking
deposit guarantee (also commonly referred to as the Financial Claims Scheme).
MiFID II product governance / Professional investors and ECPs target market see
Term 28 below.
UK MiFIR product governance / Professional investors and ECPs target market see
Term 29 below.
SUMMARY OF THE NOTES
1. Issuer:
International Bank for Reconstruction and
Development
("IBRD")
2. (i)
Series number:
101880
(i ) Tranche number:
1
3. Specified Currency or
Australian Dollars ("AUD")
Currencies (Condition 1(d)):
4. Aggregate Nominal Amount:

(i) Series:
AUD2,000,000,000
(i ) Tranche:
AUD2,000,000,000
5. (i)
Issue Price:
99.878 per cent. of the Aggregate Nominal Amount
(i ) Net proceeds:
AUD1,995,060,000
6. Specified Denominations
AUD1,000. See also Term 27 below
(Condition 1(b)):
7. Issue Date:
January 10, 2024
8. Maturity Date (Condition 6(a)):
January 10, 2029
9. Interest basis (Condition 5):
4.30 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis
Redemption at par
(Condition 6):
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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
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note provisions
Applicable
(Condition 5(a)):
(i) Rate of Interest:
4.30 per cent. per annum payable semi-annual y in
arrear
(i ) Interest Payment Date(s): January 10 and July 10 in each year, from and
including July 10, 2024 to, and including, the
Maturity Date, not subject to adjustment in
accordance with a Business Day Convention
(i i) Interest Period Date(s):
Each Interest Payment Date
(iv) Business Day Convention: Not Applicable
(v) Day Count Fraction
RBA Bond Basis, which means one divided by the

(Condition 5(l)):
number of Interest Payment Dates in a year (or
where the Calculation Period does not constitute
an Interest Period, the actual number of days in the
Calculation Period divided by 365 (or, if any portion
of the Calculation Period falls in a leap year, the
sum of:
(i) the actual number of days in that portion of the
Calculation Period falling in a leap year divided
by 366; and
(ii) the actual number of days in that portion of the
Calculation Period falling in a non-leap year
divided by 365)).
(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 pol
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 Pol ). A
copy of the Deed Pol may be inspected, without
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charge, at the of ices of the Registrar. The
Registrar wil hold the original Deed Poll.
20. New Global Note / New
No
Safekeeping Structure:
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:
Deutsche Bank AG, Sydney Branch (ABN 13 064
165 162)
J.P. Morgan Securities Australia Limited (ABN 61
003 245 234)
Nomura International plc
Royal Bank of Canada (ABN 86 076 940 880)
(i ) Stabilizing Manager(s) (if
Not Applicable
any):
25. If non-syndicated, name of
Not Applicable
Dealer:
26. Total commission and
0.125 per cent. of the Aggregate Nominal Amount
concession:
(AUD2,500,000)
27. Additional selling restrictions:
See the additional sel ing restriction under the
"General Information" section below for restrictions
on offers, invitations or sales of Notes for a
consideration of less than AUD500,000.
28. MiFID II product governance /
Directive 2014/65/EU (as amended, "MiFID I ")
Professional investors and
product governance / Professional investors
ECPs target market:
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, and
professional clients only, each as defined in MiFID
II; and (i ) 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, a 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.
IBRD does not fall under the scope of application
of the MiFID II package. Consequently, IBRD does
not qualify as an "investment firm", "manufacturer"
or "distributor" for the purposes of MiFID II.
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3

For the purposes of this provision, the term
"manufacturer" means Deutsche Bank AG,
Sydney Branch.
29. UK MiFIR product governance / Regulation (EU) No 600/2014 as it forms part of
Professional investors and
domestic law by virtue of the European Union
ECPs target market:
(Withdrawal) Act 2018 ("UK MiFIR") product
governance / 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 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 (i ) 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, 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.
IBRD does not fall under the scope of application
of the UK MiFIR package. Consequently, IBRD
does not qualify as an "investment firm",
"manufacturer" or "distributor" for the purposes of
UK MiFIR.
For the purposes of this provision, the term
"manufacturer" means Nomura International plc.
30. Singapore Securities and
Solely for the purposes of its obligations pursuant
Futures Act Product
to sections 309B of the Securities and Futures Act
Classification:
2001 of Singapore (the "SFA") and the Securities
and Futures (Capital Markets Products)
Regulations 2018 (the "CMP Regulations 2018"),
the Issuer has determined, and hereby notifies al
relevant persons (as defined in section 309A of the
SFA) that the Notes are "prescribed capital
markets products" (as defined in the CMP
Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and
MAS
Notice
FAA-N16:
Notice
on
Recommendations on Investment Products).
OPERATIONAL INFORMATION

31. Legal Entity Identifier of the
ZTMSNXROF84AHWJNKQ93
Issuer:
32. ISIN Code:
AU3CB0305803
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33. Common Code:
274379910
34. Any clearing system(s) other
The Issuer has applied to Austraclear Limited
than Euroclear Bank SA/NV,
("Austraclear") for approval for the Notes to be
Clearstream Banking S.A. and
traded on the settlement system operated by
The Depository Trust Company
Austraclear ("Austraclear System"). Such
and the relevant identification
approval by Austraclear is not a recommendation
number(s):
or endorsement by Austraclear of the Notes.
On admission to the Austraclear System, interests
in the Notes may be held through Euroclear Bank
SA/NV as operator of the Euroclear System
("Euroclear") or Clearstream Banking S.A.
("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 BNP Paribas, Australia Branch as
nominee of 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 wil , to the extent such transfer wil 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.
35. Delivery:
Delivery versus payment
36. Registrar and Transfer Agent (if Reserve Bank of Australia
any):
37. Additional Paying Agent(s) (if
Reserve Bank of Australia
any):
38. Intended to be held in a manner No
which would allow Eurosystem

eligibility:

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GENERAL INFORMATION

IBRD's most recent Information Statement was issued on October 2, 2023.
The following additional selling restriction wil 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 wil 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 wil not distribute or publish, any Prospectus
or other of ering material or advertisement (including any Final Terms) relating to
any Notes in Australia,
unless (i) the aggregate consideration payable by each of eree 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 Parts 6D.2
or 7.9 of the Corporations Act 2001 of Australia, (i ) 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 (i i) such action does not require any document to be lodged with ASIC.
In addition, each Manager has agreed that it wil comply with Banking exemption No. 1 of
2018 dated March 21, 2018 promulgated by the Australian Prudential Regulation Authority
which requires all of ers and transfers to be for an aggregate principal amount of at least
AUD500,000. Banking exemption No. 1 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.
RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:

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

Name:
Title:

Duly authorized

66220111_4
6

APPENDIX A TO FINAL TERMS
This is Appendix A to the Final Terms dated January 8, 2024 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 September 24, 2021 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 wil apply
to the extent of that inconsistency. References in the terms and conditions to "Bearer
Note", "Receipts", "Talons", "Global Notes" and "Definitive Bearer Note" shall not apply
to the Notes.
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. All 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 Poll 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;
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 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" shall 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) shal be replaced by the fol owing:
"(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.
(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
66220111_4
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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
will 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 will 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 Notes; No Exchange of Notes
2.1
Condition 2(a)(i) shall be replaced by the following:
"(i)
The Notes may, subject to these Conditions and as required by law, be
transferred in whole but not in part. Unless lodged in the Austraclear
System, 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 will be
transferable only in accordance with the Austraclear Regulations.
Notes may only be transferred within or, to 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) and 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 "on the day" with "during the period of 7 calendar days".
2.3
Condition 2(h) is replaced with the following:
"Unless the Notes are lodged in the Austraclear System, 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 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.
66220111_4
8

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 will be payable in two equal semi-annual
payments. Subject to the preceding sentence, interest will 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:
"(i)
The Registrar will act (through its office in Sydney) as principal paying
agent for the Notes pursuant to the Registry Services Agreement.
(ii)
Payments of principal and interest will be made:
(A)
if the Note is in the Austraclear System, by crediting on the relevant
Interest Payment Date or Maturity Date (as the case may be) the
amount then due to the account (held with a bank in Australia) of
Austraclear in accordance with the Austraclear Regulations; and
(B)
if the Note is not in the Austraclear System, by crediting on the
Interest Payment Date or Maturity Date (as the case may be), the
amount then due to an account in Australia previously notified by
the Noteholder to the Issuer and the Registrar. If the Noteholder
has not notified the Issuer and the Registrar of such an account by
the close of business on the relevant Record Date, payments in
respect of the relevant Note will be made by cheque (drawn on a
bank in Australia), mailed on the Business Day immediately
preceding the relevant Interest Payment Date or Maturity Date (as
the case may be), at the Noteholder's risk to the registered owner
(or to the first named of joint registered owners) of such Note at the
address appearing in the Register as at the close of business on
the Record Date provided, however, that in no event will such
cheque be mailed to an address in the United States. Cheques to
be despatched to the nominated address of a Noteholder will in
such cases be deemed to have been received by the Noteholder
on the relevant Interest Payment Date or Maturity Date (as the case
may be) and no further amount will be payable by the Issuer in
respect of the relevant Note as a result of payment not being
received by the Noteholder on the due date.
In the case of payments made by electronic transfer, payments will 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,
66220111_4
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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.
Payments will be subject in all cases to any fiscal or other laws and
regulations applicable thereto in the place of payment. 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 amounts are paid in
immediately available funds, freely transferable to the order of the payee.
(iii)
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.
(iv)
Interest will be payable in the manner specified in clause 7(a)(ii) above, to
the persons who are registered as Noteholders at the close of business in
Sydney on the relevant Record Date and cheques will 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 will 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.
(v)
Paragraph (iii) 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.
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