Obligation IBRD-Global 2.5% ( NZIBDDT013C4 ) en NZD

IBRD-Global

100 % ⇌

Etas-Unis

NZIBDDT013C4 ( en NZD )

2.5% par an ( paiement annuel )

24/01/2024 - Obligation échue

Prospectus brochure de l'obligation IBRD NZIBDDT013C4 en NZD 2.5%, échue

1 000 NZD

450 000 000 NZD

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 ( Etas-Unis ) , en NZD, avec le code ISIN NZIBDDT013C4, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/01/2024

Final Terms dated May 18, 2020

International Bank for Reconstruction and Development

Issue of NZ$450,000,000 2.50 per cent. Notes due January 24, 2024

to be consolidated and form a single series with the existing
NZ$400,000,000 2.50 per cent. Notes due January 24, 2024 issued on January 24, 2019 and
NZ$450,000,000 2.50 per cent. Notes due January 24, 2024 issued on March 18, 2019

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.
SUMMARY OF THE NOTES
1.
Issuer:
International Bank for Reconstruction and Development
("IBRD")
2.
(i)
Series Number:
100642
(ii) Tranche Number:
3
3.
Specified Currency or Currencies
New Zealand dollars ("NZ$")
(Condition 1(d)):
4.
Aggregate Nominal Amount:

(i) Series:
NZ$1,300,000,000
(ii) Tranche:
NZ$450,000,000
5.
(i)
Issue Price:
106.70468381 per cent. of the Aggregate Nominal
Amount of this Tranche plus 118 days accrued interest

(ii) Net Proceeds:
NZ$483,309,939.78
6.
(i)
Specified Denominations
Minimum denominations of (a) outside New Zealand,

(Condition 1(b)):
NZ$1,000 and integral multiples thereof, and (b) within
New Zealand, NZ$100,000 and multiples of NZ$1,000

thereafter
Also see additional selling restrictions in Term 26 below
(ii) Calculation Amount
NZ$1,000

(Condition 5(j)):
7.
(i) Issue Date:
May 21, 2020
(ii) Interest Commencement Date
January 24, 2020

(Condition 5(l)):
8.
Maturity Date (Condition 6(a)):
January 24, 2024
9.
Interest Basis (Condition 5):
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:
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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 PAYABLE
16. Fixed Rate Note Provisions
Applicable
(Condition 5(a)):
(i) Rate of Interest:
2.50 per cent. per annum payable semi-annually in arrear
(ii) Interest Payment Date(s):
January 24 and July 24 in each year, beginning July 24,
2020, up 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
RBNZ Bond Basis (i.e., one divided by the number of

(Condition 5(l)):
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 each
100 per cent. of the Calculation Amount
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

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 deed poll executed by IBRD on July 24,
2007 ("Deed Poll") constituting the Notes and to which
these Final Terms are attached. These Final Terms are a
Pricing Supplement (as defined in the Deed Poll) for the
purposes of the Deed Poll. The Notes will 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 special
Auckland and Wellington
provisions relating to payment dates
(Condition 7(h)):
22. Governing law (Condition 14):
New Zealand
23. Other final terms:
See the Appendix attached for additional Terms governing
the Notes

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DISTRIBUTION
24. If syndicated, names of Managers
ANZ Bank New Zealand Limited NZ$51,550,000
and underwriting commitments:
Bank of New Zealand NZ$398,450,000
25. Total commission and concession:
NZ$508,115.39
26. Additional selling restrictions:
New Zealand
The Notes shall not be offered for sale or subscription in
New Zealand in breach of the Financial Markets Conduct
Act 2013 (the "N.Z. FMC Act"). IBRD does not intend
that the Notes be offered for sale or subscription in New
Zealand as a "regulated offer" under the N.Z. FMC Act.
Accordingly, but without limitation, Notes may only be
offered or transferred:
(a)
to persons who are "wholesale investors" within
the meaning of clause 3(2)(a), (c) or (d) of
Schedule 1 of the N.Z. FMC Act; or
(b)
to persons in other circumstances where there is
no contravention of the N.Z. FMC Act,
(provided that the Notes may not be offered (or
transferred) to any person that is a "wholesale investor"
under the N.Z. FMC Act solely because that person meets
the "investment activity criteria" specified in clause 38 of
Schedule 1 of the N.Z. FMC Act or that person is an
"eligible investor" within the meaning of clause 3(3)(a) of
Schedule 1 of the N.Z. FMC Act).
In addition, each Manager has agreed that it will not
distribute the Prospectus, the Standard Provisions, any
final terms, any other offering memorandum or document
or any advertisement in relation to any offer of the Notes
in New Zealand other than:
(a)
to persons who are "wholesale investors" within
the meaning of clause 3(2)(a), (c) or (d) of
Schedule 1 of the N.Z. FMC Act; or
(b)
to persons in other circumstances where there is no
contravention of the N.Z. FMC Act,
(provided that the Notes may not be offered (or
transferred) to any person that is a "wholesale investor"
under the N.Z. FMC Act solely because that person meets
the "investment activity criteria" specified in clause 38 of
Schedule 1 of the N.Z. FMC Act or that person is an
"eligible investor" within the meaning of clause 3(3)(a) of
Schedule 1 of the N.Z. FMC Act).
OPERATIONAL INFORMATION

27. ISIN Code:
NZIBDDT013C4
28. Common Code:
194000626

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29. Any clearing system(s) other than
The Issuer has received approval from the Reserve Bank
Euroclear Bank S.A./N.V.,
of New Zealand ("RBNZ") for the Notes to be traded on
Clearstream Banking, société
the settlement system operated by RBNZ ("NZClear
anonyme and The Depository Trust
System"). Such approval by RBNZ is not a
Company and the relevant
recommendation or endorsement by RBNZ of the Notes.
identification number(s):
Notes may only be held through the NZClear System.

However, on admission to the NZClear System, interests
in the Notes may also 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 or Clearstream Luxembourg would be held in
the NZClear System by the nominee for the relevant
clearance system.
The rights of a holder of interests in Notes held through
Euroclear, Clearstream, Luxembourg or the NZClear
System are subject to the respective rules and regulations
for accountholders of Euroclear, Clearstream,
Luxembourg, or the NZClear System, as the case may be.
30. Delivery:
Delivery versus Payment
31. Registrar and Transfer Agent (if
Computershare Investor Services Limited
any):
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
GENERAL INFORMATION
IBRD's most recent Information Statement was issued on September 24, 2019.
USE OF PROCEEDS
Supporting sustainable development in IBRD's member countries
The net proceeds from the sale of the Notes will be used by IBRD to finance sustainable
development projects and programs in IBRD's member countries (without being committed or
earmarked for lending to, or financing of, any particular projects or programs). Prior to use, the net
proceeds will be invested by IBRD's Treasury in accordance with IBRD's liquid asset
management investment policies. IBRD's financing is made available solely to middle-income
and creditworthy lower-income member countries who are working in partnership with IBRD to
eliminate extreme poverty and boost shared prosperity, so that they can achieve equitable and
sustainable economic growth in their national economies and find sustainable solutions to pressing
regional and global economic and environmental problems. Projects and programs supported by
IBRD are designed to achieve a positive social impact and undergo a rigorous review and internal
approval process aimed at safeguarding equitable and sustainable economic growth.
IBRD integrates the following five global themes into its lending activities helping its borrowing
members create sustainable development solutions: climate change; gender; infrastructure, public-
private partnerships and guarantees; knowledge management, and fragility, conflict and violence.
IBRD's administrative and operating expenses are covered entirely by IBRD's various sources of
revenue (net income) consisting primarily of interest margin, equity contribution and investment
income (as more fully described in the Information Statement).
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SUPPLEMENTAL PROSPECTUS INFORMATION
New Zealand Taxation
The following is a summary of the New Zealand withholding tax treatment at the date of these
Final Terms of payments of principal and interest on the Notes. This summary addresses the New
Zealand withholding tax treatment of Noteholders. It does not address all New Zealand tax issues
(including income tax issues) which may be relevant to Noteholders.
Prospective Noteholders (including prospective holders of a beneficial interest in a Note) should
seek independent advice on the New Zealand tax implications applicable to them.
Under New Zealand laws currently in effect:
1
IBRD enjoys certain exemptions from New Zealand tax under the International Finance
Agreements Act 1961 and the Income Tax Act 2007.
IBRD is exempt from the requirement to deduct non-resident withholding tax ("NRWT")
from interest paid in respect of the Notes (NRWT might otherwise be required to be
deducted from interest paid on the Notes where such interest is outside the scope of the
resident withholding tax ("RWT") rules, described below).
IBRD is also exempt from the requirement to deduct RWT from interest paid in respect of
Notes to:
(a)
a New Zealand resident beneficial owner; or
(b)
a non-resident beneficial owner which is engaged in business in New Zealand
through a fixed establishment in New Zealand and which either:
(i)
is a registered bank (as defined in the Reserve Bank of New Zealand Act
1989) in New Zealand (not being associated with IBRD for the purposes
of the Income Tax Act 2007); or
(ii)
holds the Notes for the purposes of the business carried on through its
fixed establishment in New Zealand.
However, it is possible that the Registrar or a person holding Notes for such a beneficial
owner will have an obligation to deduct RWT from such payments unless the beneficial
owner has RWT-exempt status (as defined in the Income Tax Act 2007) and has
submitted evidence of its exemption from RWT to such person.
2
Neither the issue nor receipt of a Note will give rise to any goods and services tax liability
in New Zealand.
3
New Zealand does not have a stamp duty regime.
Prescribed Capital Markets Products
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the
Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), IBRD has determined, and
hereby notifies all relevant persons (as defined in section 309A(1) of the SFA) that the Notes are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore) 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).
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 pursuant to the Global Debt Issuance Facility of International
Bank for Reconstruction and Development.
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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 TO FINAL TERMS
This is an Appendix to the Final Terms dated May 18, 2020 relating to the issue of
NZ$450,000,000 2.50 per cent. Notes due January 24, 2024 (to be consolidated and form
a single series with the existing NZ$400,000,000 2.50 per cent. Notes due January 24,
2024 issued on January 24, 2019 and NZ$450,000,000 2.50 per cent. Notes due January
24, 2024 issued on March 18, 2019) by the International Bank for Reconstruction and
Development and the following provisions amend, supplement, vary and/or substitute
the terms and conditions applicable to the Notes set out in the Prospectus dated May
28, 2008 incorporated in these Final Terms (the "Conditions").
1
Condition 1
Form, Denomination, Title and Specified Currency
1.1
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.
1.2
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 evidence should be made
available or it is required to do so pursuant to any applicable law or regulation.
1.3
The following provision in Condition 1(a) shall not apply to the Notes:
"Registered Notes are represented by registered certificates
("Certificates") in global and/or definitive form. Except as provided in
Condition 2(c), one Certificate (including Certificates in global form)
representing the aggregate nominal amount of Registered Notes held by
the same holder will be issued to such holder, unless more than one
Certificate is required for clearance and settlement purposes. Each
Registered Note will be numbered serially with an identifying number
which will be recorded in the register (the "Register") kept by the
Registrar."
1.4
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.
1.5
In substitution for Condition 1(c)(i), the following shall apply to the Notes:
"Title to Registered Notes shall pass by registration in the Register in
accordance with the provisions of the Deed Poll and the Registrar and
Paying Agency Agreement or otherwise in accordance with applicable
law."
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2
Condition 2
Transfers
2.1
Condition 2(a)(i) shall be replaced by the following:
"Subject to Condition 2(g), the Notes may be transferred in whole but not
in part. The Notes will be transferable by duly completed 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.
Holdings of interests in the Notes will be transferable only in accordance
with the respective rules of the NZClear System, Euroclear or Clearstream
Luxembourg, as the case may be.
Notes or interests in the Notes may only be transferred within, to or from
New Zealand if: (a) the transferee is a "wholesale investor" within the
meaning of clause 3(2)(a), (c) or (d) of Schedule 1 of the Financial
Markets Conduct Act 2013 (New Zealand) (the "N.Z. FMC Act"), or (b)
the offer or invitation giving rise to the transfer otherwise does not require
disclosure to investors as a "regulated offer" in accordance with the N.Z.
FMC Act, and (c) in each case, the transfer is in compliance with all
applicable laws, regulations or directives (including, without limitation, in
the case of a transfer to or from New Zealand, the laws of the jurisdiction
in which the transfer takes place) (provided that the Notes may not be
transferred to any person that is a "wholesale investor" under the N.Z.
FMC Act solely because that person meets the "investment activity
criteria" specified in clause 38 of Schedule 1 of the N.Z. FMC Act or that
person is an "eligible investor" within the meaning of clause 3(3)(a) of
Schedule 1 of the N.Z. FMC Act), and (d) in the case of a transfer
between persons outside New Zealand, a transfer and acceptance form is
signed outside New Zealand.
A transfer to an unincorporated association is not permitted."
2.2
Condition 2(e) and Condition 2(f) shall not apply to the Notes.
2.3
In Condition 2(g), replace "15" with "9 calendar".
3
Condition 3
No amendments.
4
Condition 4
Negative Pledge
In Condition 4, replace the words "Global Agent or the Fiscal Agent, as the case
may be," with "Registrar".
5
Condition 5
No amendments.
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6
Condition 6

Redemption, Purchase and Options

Condition 6(h) shall be replaced by the following:

"All Notes purchased by or on behalf of IBRD may be cancelled. Any
Notes so cancelled may not be reissued or resold and the obligations of
IBRD in respect of any such Notes shall be discharged."
7
Condition 7
Payments
7.1
Condition 7(a) shall be replaced by the following:
"The Registrar will act (through its office in Auckland) as principal
paying agent for the Notes pursuant to the Registrar and Paying Agency
Agreement (as defined below).
Payments of principal and interest will be made to the Noteholder as at
5:00 p.m., Auckland time, on the Interest Payment Date for the relevant
payment to the bank account or address stated in the Register on the
relevant Record Date to the persons registered as Noteholder at the close
of business on that date, notwithstanding any notice IBRD or the Registrar
may have of any subsequent transfer. Such payments will be made by
direct credit to an account in New Zealand notified to the Registrar prior
to the relevant Record Date or otherwise by cheque dispatched by post on
the relevant payment day at the risk of the Noteholder. Payments to
persons holding interests in the Notes through the NZClear System,
Euroclear or Clearstream, Luxembourg, will be made in accordance with
the rules and operating procedures of the relevant system.
Payment by IBRD to the Registrar discharges the obligation of IBRD in
respect of the relevant amounts.
However, in paying such interest to Noteholders, the Registrar is acting as
trustee for the Noteholders and not as agent for the Issuer, and so may be
required by law to deduct resident withholding tax as set forth under
"Supplemental Prospectus Information" of the Final Terms.
7.2
Paragraph (iii) of Condition 7(e) shall not apply to the Notes.
8
Condition 8
No amendments.
9
Condition 9
No amendments.
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10
Condition 10
Replacement of Notes, Certificates, Receipts, Coupons and Talons
Condition 10 shall not apply to the Notes.
11
Condition 11
No amendments.
12
Condition 12
Notices
Condition 12 shall be replaced by the following:
"Notices to holders of Notes will be mailed to them at their respective
address in the Register.
Notices regarding the Notes may also be published in a leading daily
newspaper of general circulation in New Zealand. It is expected that such
notices will normally be published in the New Zealand Herald.
Notwithstanding this Condition 12, notices to persons holding Notes in
the NZClear System may be given by delivery of the relevant notice to the
operator of the NZClear System for communication by it to entitled
account holders. Any notice delivered to the operator of the NZClear
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 that
operator."
13
Condition 13
No amendments.
14
Condition 14
Governing Law, Jurisdiction and Service of Process
Condition 14 shall be replaced by the following:

"IBRD irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of New Zealand and courts of appeal from them.

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 Zealand in respect of any legal action or proceedings as may be
brought in the courts of New Zealand.
The agent initially appointed by IBRD in New Zealand is Bell Gully, 171
Featherston Street, Wellington 6011, New Zealand."
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