Obligation IBRD-Global 0% ( US45905UG994 ) en USD

IBRD-Global

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Etas-Unis

US45905UG994 ( en USD )

26/04/2022 - Obligation échue

Prospectus brochure de l'obligation IBRD US45905UG994 en USD 0%, échue

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400 000 000 USD

45905UG99

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 USD, avec le code ISIN US45905UG994, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/04/2022

PROSPECTUS

International Bank for Reconstruction
and Development
Global Debt Issuance Facility
for issues of Notes with maturities of one day or longer
Under the Global Debt Issuance Facility (the "Facility") described in this Prospectus (as defined in "Availability of
Information and Incorporation by Reference"), International Bank for Reconstruction and Development ("IBRD"), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue notes with maturities of one day or
longer from the date of the original issue (the "Notes") in an unlimited aggregate nominal amount. Notes will be sold through one
or more Dealers (as defined in "Plan of Distribution") appointed by IBRD, or directly by IBRD itself.
This Prospectus is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has
not been reviewed or approved by any competent authority under the Prospectus Regulation. This Prospectus is not a prospectus
for the purposes of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "EUWA") (the "UK Prospectus Regulation") and has not been approved by the competent authority within the
meaning of the UK Prospectus Regulation. Application has been made for Notes issued under the Facility to be admitted to the
official list of the Luxembourg Stock Exchange (the "Official List") and to trading on the regulated market of the Luxembourg
Stock Exchange. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have
been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. This Prospectus
constitutes a voluntary alleviated base prospectus for the purpose of Part III of the Luxembourg law dated 16 July 2019 on
Prospectuses for Securities. The Facility provides that Notes may be listed on such other or further stock exchange(s) as may be
agreed between IBRD and the relevant Dealer(s) in relation to each issue. Unlisted Notes may also be issued pursuant to the
Facility. The applicable Final Terms in respect of the issue of any Notes will specify whether and on which exchange such Notes
will be listed or whether such Notes will be unlisted. This Prospectus replaces the prospectus dated May 28, 2008 in relation to the
Facility, except in relation to Notes issued prior to the date hereof.
Notes of any particular issue will be in registered form, bookentry form or bearer form, as specified in the applicable Final
Terms. Notes in bearer form may not be offered, sold or delivered within the United States or to U.S. persons as part of their
primary distribution. Notes will be issued in the denominations specified in the applicable Final Terms.
Each particular issue of Notes will initially be represented by a global note (the "Global Note") or global certificate (the
"Global Certificate") or, in the case of Notes cleared and settled through the Federal Reserve Bank of New York, by uncertificated
bookentry notes. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the
Global Notes will be delivered on or prior to the issue date of the relevant Tranche (as defined in "Summary and Overview of the
Facility") to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, SA ("Clearstream, Luxembourg"). If a Global Certificate is held under the New Safekeeping Structure (the "NSS"), the
Global Certificate will be delivered on or prior to the issue date of the relevant Tranche to a Common Safekeeper for Euroclear
and Clearstream, Luxembourg. Global Notes which are not issued in NGN form ("CGN") and Global Certificates which are not
held under the NSS will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear
and Clearstream, Luxembourg (the "Common Depositary").
The Facility has been rated AAA by S&P Global Ratings and Aaa by Moody's Investors Service, Inc. A security rating is
not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
The date of this Prospectus is September 24, 2021.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by
reference (see "Availability of Information and Incorporation by Reference" below).
NOTES ISSUED UNDER THE GLOBAL DEBT ISSUANCE FACILITY ARE NOT
REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.
ACCORDINGLY, NO REGISTRATION STATEMENT HAS BEEN FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). THE NOTES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED
STATES.
IBRD, having made all reasonable inquiries, confirms that all information in this Prospectus is true and
accurate in all material respects and is not misleading in any material respect, and that there are no other
facts the omission of which, in the context of the issue of Notes, makes this Prospectus or any information in
it misleading in any material respect. In addition, IBRD confirms that each Final Terms, when read together
with this Prospectus, will at the date thereof be true and accurate in all material respects and not misleading
in any material respect, and that there will be no other facts the omission of which would, in the context of
the issue and offering of the Notes referred to in such Final Terms, make the Final Terms, when read
together with this Prospectus, or any information therein misleading in any material respect.
No person has been authorized to give any information or to make any representation other than those
contained in this Prospectus and the applicable Final Terms in connection with the offering or sale of the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorized by IBRD or any Dealer. Neither the delivery of this Prospectus or any applicable Final Terms nor
any offering or sale made in connection herewith or therewith shall, under any circumstances, create any
implication that there has been no change in the financial condition or affairs of IBRD since the date hereof
or the date upon which this Prospectus has been most recently amended or supplemented or that there has
been no adverse change in the financial condition or affairs of IBRD since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Facility is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus or any Final Terms and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
comes are required by IBRD and any Dealer to inform themselves about and to observe any such restriction.
For a description of certain restrictions on offers and sales of the Notes and on the distribution of this
Prospectus or any Final Terms, see "Plan of Distribution".
MiFID II product governance / target market The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II")
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance Rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a "manufacturer" in respect of such Notes, but otherwise
neither the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID
Product Governance Rules.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate.
ii

Any distributor should take into consideration the 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 target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a "manufacturer" in respect of such
Notes, but otherwise neither the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the UK MiFIR Product Governance Rules.
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of,
IBRD or any Dealer to subscribe for, or purchase, any Notes. Neither this Prospectus nor any other
information supplied in connection with the Facility should be considered as a recommendation by IBRD or
any of the Dealers that any potential investor should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness of IBRD.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilizing manager(s) (the "Stabilizing Manager(s)") (or any person acting on behalf of any Stabilizing
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilization may not necessarily occur. Any stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
and 60 days after the date of the allotment of the relevant Tranche. Any stabilization action or over-
allotment must be conducted by the relevant Stabilizing Manager(s) (or any person acting on behalf of any
Stabilizing Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"EUR" and "euro" are to the currency introduced at the start of the third stage of the European economic and
monetary union pursuant to the Treaty on the functioning of the European Union, references to "pounds",
"sterling", "£" and "GBP" are to the lawful currency of the United Kingdom, references to "yen" are to the
lawful currency of Japan and references to "U.S. dollars", "$" and "U.S.$" are to United States dollars.

iii

TABLE OF CONTENTS

Page
Availability of Information and Incorporation by Reference .................................................................
1
Final Terms ............................................................................................................................................
3
Use of Proceeds ......................................................................................................................................
4
Summary and Overview of the Facility .................................................................................................
5
Risk Factors............................................................................................................................................
11
Terms and Conditions of the Notes ........................................................................................................ 17
Form of Notes and Summary of Provisions Relating to the Notes While in Global Form ....................
37
Clearance and Settlement ....................................................................................................................... 42
Tax Matters ............................................................................................................................................ 46
Currency Conversions ............................................................................................................................ 57
Plan of Distribution ................................................................................................................................ 59
Validity of the Notes .............................................................................................................................. 63
General Information ............................................................................................................................... 64
Form of Final Terms............................................................................................... 65

iv

AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
IBRD publishes:
(a) generally in September in each year, an information statement (the "Information Statement")
which describes IBRD, its capital, operations, administration, Articles of Agreement
("Articles") and legal status;
(b) a management's discussion and analysis;
(c) audited annual financial statements;
(d) an annual report; and
(e) unaudited quarterly financial statements.
IBRD is subject to certain information requirements of Regulation BW, promulgated by the
Commission under Section 15(a) of the Bretton Woods Agreements Act, and in accordance therewith files
its regular unaudited quarterly and audited annual financial statements with the Commission.
IBRD's latest Information Statement, management's discussion and analysis, audited annual financial
statements and unaudited quarterly financial statements (the "IBRD Information") will be filed with the
Commission and the Luxembourg Stock Exchange, and will be filed with any other stock exchange on
which Notes are listed from time to time and which requires such a filing. IBRD Information may be
inspected upon reasonable request and copies may be obtained (without charge other than for IBRD
Information obtainable from the Commission, which must be paid for at prescribed rates) at the following
addresses during normal business hours, and at any other address specified in the applicable Final Terms:
Securities and Exchange Commission

BNP Paribas Securities Services,
100 F Street, N.E.
Luxembourg Branch
Washington, D.C. 20549
60 Avenue J.F. Kennedy
U.S.A.
L-2085 Luxembourg
Citibank, N.A., London Branch
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
IBRD Information is filed with the Commission electronically through the EDGAR system and may be
obtained at the Internet address http://www.sec.gov/edgar.shtml.
In addition, IBRD and Citibank, N.A., London Branch (the "Global Agent") will make available to
beneficial owners of Notes, in electronic form, copies of the Articles and decisions made by the Executive
Directors of IBRD on questions of interpretation of the Articles and copies of the Fiscal Agency Agreement,
the Global Agency Agreement and the Deed of Covenant (each as defined under "Terms and Conditions of
the Notes") upon reasonable request and during normal business hours (subject to provision of proof of
holding and identity in a form satisfactory to IBRD or the Global Agent, as the case may be).
IBRD will also provide without charge copies of IBRD Information upon written or telephone request
to the office of IBRD at the following address:
The World Bank
1818 H Street, N.W.
Washington, D.C. 20433
U.S.A.
Tel: +1-202-458-0746
1

Incorporation by Reference
The IBRD Information filed with the Commission or any stock exchange on which Notes are listed and
any supplements (other than Final Terms) or amendments to this Prospectus circulated by IBRD from time
to time shall be deemed to be incorporated in, and to form part of, this Prospectus, and references to "this
Prospectus" shall mean this document and any documents incorporated by reference in, and forming part of,
this document, except, and to the extent, any such document is superseded or modified by any subsequent
document incorporated by reference in, and forming part of, this Prospectus. Documents incorporated by
reference in, and forming part of, this document may not have been submitted to the same review and
clearance procedures to which this Prospectus has been submitted as of the date hereof by any stock
exchange or regulatory authority referred to herein.
IBRD will, in the event of any material change in the financial position of IBRD which is not reflected
in this Prospectus, prepare an amendment or supplement to this Prospectus or publish a new prospectus for
use in connection with any subsequent issue and listing of Notes by IBRD.
If the terms of the Facility are modified or amended in a manner which would make this Prospectus
inaccurate or misleading in any material respect, IBRD will prepare a new prospectus.
Any statement contained in a document which is incorporated by reference herein shall be deemed to
be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without charge)
from the registered office of IBRD, the website of the Luxembourg Stock Exchange at www.bourse.lu, and
the website of IBRD (http://www.worldbank.org/debtsecurities/).
The information on any website referred to in this Prospectus (including the respective website of the
Luxembourg Stock Exchange and IBRD) does not form part of this Prospectus, except where that
information has been incorporated by reference into this Prospectus.
Forward-looking Statements
This Prospectus includes "forward-looking statements". All statements other than statements of
historical facts included in this Prospectus, including, without limitation, those regarding IBRD's financial
position, strategy, plans, policies, practices and objectives for future operations, are forward-looking
statements. Such forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of IBRD to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions regarding IBRD's present
and future strategies and the environment in which IBRD will operate in the future. Among the important
factors that could cause IBRD's actual results, performance or achievements to differ materially from those
in the forward-looking statements include, among others, macro-economic conditions, investment from
member countries and non-performance by borrowers. Additional factors that could cause actual results,
performance or achievements to differ materially include, but are not limited to, those discussed under "Risk
Factors". These forward-looking statements speak only as at the date of this Prospectus. IBRD expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in IBRD's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.

2

FINAL TERMS
IBRD will prepare in respect of each particular issue of Notes a final terms document (each a "Final
Terms") which will contain the terms of, pricing details for, and settlement and clearance procedures relating
to, such issue of Notes and such other information or disclosure as IBRD considers appropriate. A Final
Terms may set out the full text of the terms and conditions of a particular issue of Notes if IBRD and the
relevant Dealer(s) consider it necessary or appropriate.
3

USE OF PROCEEDS
Supporting sustainable development in IBRD's member countries
The net proceeds from the sale of Notes will be used by IBRD to finance Eligible Sustainable
Development Projects.
"Eligible Sustainable Development Projects" means projects, programs and activities in IBRD's
member countries designed to achieve positive social and environmental impacts and outcomes in line with
IBRD's twin goals of eliminating extreme poverty and promoting shared prosperity.
Eligible Sustainable Development Projects undergo a rigorous review and internal approval process
which integrates IBRD's sustainability policies and environmental and social requirements.
IBRD's sustainable development bond framework ("SDBF"), as published from time to time, describes
the process for selecting, evaluating and reporting on Eligible Sustainable Development Projects and
contains descriptions and examples of such eligible projects.
The net proceeds from the sale of any Tranche of Notes are not committed or earmarked for the lending
to, or financing of, any particular Eligible Sustainable Development Projects. Returns on Notes are not
linked to the performance of any particular Eligible Sustainable Development Projects. Prior to use, the net
proceeds from the sale of Notes will be invested by IBRD's Treasury in accordance with IBRD's liquid asset
management investment policies. IBRD's administrative and operating expenses are covered entirely by
IBRD's various sources of revenue (net income) consisting primarily of net loan revenues and investment
income (as more fully described in the IBRD Information). The SDBF and the information set forth therein
are not a part of, or incorporated by reference into, this Prospectus.

4

SUMMARY AND OVERVIEW OF THE FACILITY
This summary must be read as an introduction to this Prospectus. Any decision to invest in any Notes
should be based on a consideration of this Prospectus as a whole, including the documents incorporated by
reference, by any investor. Words and expressions defined or used in "Terms and Conditions of the Notes"
shall have the same meaning in this summary.
IBRD
The International Bank for Reconstruction and Development is an international organization
established in 1945 and owned by 189 member countries. As a global development cooperative, IBRD's
purpose is to work with its borrowing members so that they can achieve equitable and sustainable economic
growth in their national economies and find effective solutions to pressing regional and global problems in
economic development and environmental sustainability, all with a view to overcoming poverty and
improving standards of living. It pursues this goal primarily by providing financing, risk management
products, other financial services and access to experts and a pool of knowledge in development-related
disciplines, so that borrowing members can pool, administer and prioritize resources they dedicate to
development-related objectives.
IBRD's principal office is located at The World Bank, 1818 H Street, N.W., Washington, D.C. 20433
USA.
Overview of the Facility
The following overview is qualified in its entirety by the remainder of this Prospectus.
Issuer ..............................................
International Bank for Reconstruction and Development
Legal Entity Identifier of the

Issuer ..............................................
ZTMSNXROF84AHWJNKQ93
Dealers ...........................................
The Dealers will consist of any one or more dealers becoming a
party to the Standard Provisions (as defined in "Plan of
Distribution") from time to time for a specific issue of Notes.
Fiscal Agent ...................................
Federal Reserve Bank of New York
Global Agent, Exchange Agent,

Registrar, Calculation Agent and
Transfer Agent ...............................
Citibank, N.A., London Branch
Paying Agents ................................
Citibank, N.A., London Branch or such other paying agent
specified in the applicable Final Terms.
Specified Currencies ......................
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency, unit or
commodity agreed between IBRD and the relevant Dealers.
Maturities .......................................
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued with any maturity of one day or
longer.
Issue Price ......................................
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly-paid Notes may be
issued, the issue price of which will be payable in two or more
instalments.
5

Method of Issue ..............................
Notes will be issued through dealers acting as principal on a
syndicated or non-syndicated basis, or on an agency basis.
Additional Notes may be issued as part of an existing issue of
Notes. IBRD may itself directly issue and sell Notes to the
extent permitted by applicable law.
The Notes will be issued in series (each a "Series" or "Series of
Notes"). Each Series comprises the original tranche (a
"Tranche") and any additional Tranches expressed to form a
single series with the original Tranche and that comply with the
provisions of Condition 11. The specific terms of each Tranche
will be set out in the applicable Final Terms.
Description of Notes ......................
Notes may be either interest bearing at fixed or floating rates or
non-interest bearing, with principal repayable at a fixed amount
or by reference to one or more indices or formulae or any
combination of the above, as specified in the applicable Final
Terms.

Fixed Rate Notes ....................
Fixed Rate Notes will bear interest at the rate or rates specified
in the applicable Final Terms.

Floating Rate Notes............
Floating Rate Notes will bear interest determined separately for
each Series as follows:
(i)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant
Specified Currency governed by an agreement
incorporating the ISDA Definitions; or

(ii)
by reference to a benchmark as specified in the
applicable Final Terms as adjusted for any applicable
margin,
or as otherwise specified in the applicable Final Terms. Interest
periods will be specified in the applicable Final Terms.

Zero Coupon Notes ................
Zero Coupon Notes may be issued at their nominal amount or at
a discount to it and will not bear interest.

Index Linked Interest Notes
Payments of principal and/or interest in respect of Notes where
the final redemption amount and/or the amount of interest is
described as index-linked in the applicable Final Terms will be
calculated by reference to such Index and/or Formula as
specified in the applicable Final Terms.
Fixed Redemption

Notes which have a fixed redemption amount will be
Amount Notes ...............
redeemable at par or at a specified amount above or below par.
Redemption by

The applicable Final Terms in respect of each Series of Notes
Instalments.....................
that are redeemable in two or more instalments will set out the
dates on which, and the amounts in which, such Notes may be
redeemed.
Optional

The applicable Final Terms will state whether Notes may be
Redemption..........
redeemed prior to their stated maturity in whole or in part at
the option of IBRD and/or the holders, and, if so, the terms
6