Obligation IBRD-Global 0% ( US45906M3A71 ) en USD

IBRD-Global

92.59 % ⇌

Etats-unis

US45906M3A71 ( en USD )

29/03/2027

Prospectus brochure de l'obligation IBRD US45906M3A71 en USD 0%, échéance 29/03/2027

45906M3A7

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 USD, avec le code ISIN US45906M3A71, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/03/2027

Prospectus Supplement dated March 28, 2022

International Bank for Reconstruction and Development
USD 150,000,000
Wildlife Conservation Bonds
due March 31, 2027
This prospectus supplement (this "Prospectus Supplement") is issued to provide information with respect to the proposed issuance by
International Bank for Reconstruction and Development ("IBRD" or the "Issuer") of USD 150,000,000 Wildlife Conservation Bonds
due March 31, 2027 (the "Notes").
This Prospectus Supplement supplements the terms and conditions in, and incorporates by reference, the accompanying Prospectus dated
September 24, 2021, and all documents incorporated by reference therein (the "Prospectus") and should be read in conjunction with the
Prospectus. Unless otherwise defined in this Prospectus Supplement, terms used herein have the same meaning as in the Prospectus. For
a detailed description of the terms of the Notes, see the Annex to this Prospectus Supplement.
The Notes are expected, on issue, to be rated AAAp by S&P Global Ratings. 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.
Noteholders should note that they are not entitled to receive any interest on the Notes nor any Conservation Investment Payments
(as defined herein), except in the limited circumstances set out in the Annex to this Prospectus Supplement.
Prospective investors should have regard to the factors described under (i) the section headed "Risk Factors beginning on page 11 of
the Prospectus and (ii) the section headed "Additional Risk Factors" beginning on page 6 of this Prospectus Supplement for a discussion
of certain factors to be considered in connection with an investment in the Notes.
THE NOTES ARE EXEMPTED SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND THEREFORE THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE OR FOREIGN SECURITIES LAWS.

Conservation Bond Structurer
Credit Suisse
Joint Bookrunners
Citigroup
Credit Suisse

It is expected that delivery of the Notes will be made against payment therefor on or about the Issue Date, which
will be six (6) business days following March 23, 2022 (the "Trade Date") (such settlement being referred to
as ("T+6"). You should note that trading of the Notes on the Trade Date or next two (2) succeeding business
days may be affected by the T+6 settlement. See "Plan of Distribution".
This Prospectus Supplement has been prepared for use in connection with the proposed offering of the
Notes, which is exempt from registration under the Securities Act, solely for purposes of enabling an
investor to consider the purchase of the Notes offered hereby. Its use for any other purpose is not
authorised. Any reproduction or distribution of this Prospectus Supplement, in whole or in part, or any
disclosure of its contents, or the use of any information contained herein for any purposes other than
considering an investment in the Notes, is prohibited.
The information contained in this Prospectus Supplement has been provided by IBRD. No representation
or warranty, express or implied, is made by the Joint Bookrunners (as defined in the section headed "Plan
of Distribution") as to the accuracy or completeness of such information, and nothing contained in this
Prospectus Supplement is, or shall be relied upon as, a promise or representation by any such person,
whether as to the past or the future. Each of the Joint Bookrunners has not independently verified any
of such information, and it assumes no responsibility for its accuracy or completeness. Each offeree of
the Notes, by accepting delivery of this Prospectus Supplement, agrees to the foregoing.
IBRD ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT, EXCEPT FOR THE INFORMATION CONTAINED IN THE WILDLIFE CONSERVATION
BONDS DATA FILE (AS DEFINED IN THE SECTION HEADED "AVAILABLE INFORMATION") AND,
TO THE BEST KNOWLEDGE AND BELIEF OF IBRD (WHICH HAS TAKEN ALL REASONABLE CARE
TO ENSURE THAT SUCH IS THE CASE), SUCH INFORMATION IS IN ACCORDANCE WITH THE
FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH
INFORMATION. IBRD EXPRESSLY DISCLAIMS RESPONSIBILITY FOR THE CONTENTS OF THE
WILDLIFE CONSERVATION BONDS DATA FILE.
THE NOTES ARE COMPLEX INSTRUMENTS AND ARE INTENDED FOR SALE ONLY TO INVESTORS
CAPABLE OF UNDERSTANDING THE RISKS ENTAILED IN SUCH INSTRUMENTS. ALL INVESTORS
SHOULD HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF INVESTING IN AND
HOLDING THE NOTES. AN INVESTMENT IN THE NOTES SHOULD BE MADE ONLY BY INVESTORS
WHO ARE ABLE AND PREPARED TO BEAR THE SUBSTANTIAL RISKS OF INVESTING THEREIN.
POTENTIAL INVESTORS IN THE NOTES ARE STRONGLY ENCOURAGED TO CONSULT WITH
THEIR FINANCIAL, LEGAL, TAX AND OTHER ADVISERS BEFORE MAKING ANY INVESTMENT
DECISION.
THIS PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE NOTES OFFERED
HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE NOTES, TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE HEREUNDER OR THEREUNDER, SHALL
UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR
ANY U.S. STATE OR FOREIGN SECURITIES LAWS. THE NOTES ARE SUBJECT TO RESTRICTIONS
ON TRANSFER AS DESCRIBED UNDER "NOTICE TO INVESTORS".

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THE NOTES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES
FEDERAL OR STATE OR FOREIGN SECURITIES COMMISSION, INSURANCE OR OTHER
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
NONE OF IBRD, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES
ANY REPRESENTATION THAT THE OFFER, SALE, PLEDGE OR TRANSFER OF THE NOTES IS
PERMITTED UNDER THE LAW OF ANY JURISDICTION.
THIS PROSPECTUS SUPPLEMENT CONTAINS DESCRIPTIONS BELIEVED TO BE ACCURATE WITH
RESPECT TO THE MATERIAL TERMS OF CERTAIN DOCUMENTS, BUT REFERENCE IS MADE TO
THE ACTUAL DOCUMENTS, INCLUDING WITHOUT LIMITATION THE GRANT AGREEMENT, THE
RPGR CALCULATION AGENT AGREEMENT, THE VERIFICATION AGENCY AGREEMENT, THE
INTRALINKS AGENCY AGREEMENT AND THE TERMS OF THE NOTES AS SET FORTH IN THE
ANNEX HERETO FOR COMPLETE INFORMATION WITH RESPECT THERETO, AND SUCH
DESCRIPTIONS ARE QUALIFIED IN THEIR ENTIRETY BY SUCH REFERENCE.
THERE IS NO MARKET FOR THE NOTES AND THERE IS NO ASSURANCE THAT A MARKET WILL
DEVELOP. NONE OF THE JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES
IS UNDER ANY OBLIGATION TO MAKE A MARKET IN THE NOTES AND, TO THE EXTENT THAT
SUCH MARKET MAKING IS COMMENCED BY EITHER OF THE JOINT BOOKRUNNERS OR ANY
OF ITS AFFILIATES, IT MAY BE DISCONTINUED AT ANY TIME. THERE IS NO ASSURANCE THAT
A SECONDARY TRADING MARKET FOR THE NOTES WILL DEVELOP AND INVESTORS MUST BE
ABLE TO BEAR THE RISKS OF HOLDING THE NOTES UNTIL THEIR REDEMPTION DATE.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF IBRD AND THE TERMS OF THE NOTES AND THE PARTICULAR OFFERING
THEREOF, INCLUDING THE MERITS AND RISKS INVOLVED. BY ACCEPTING DELIVERY OF THIS
PROSPECTUS SUPPLEMENT, INVESTORS WILL BE DEEMED TO HAVE ACKNOWLEDGED THE
NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND EXERCISE THEIR OWN DUE
DILIGENCE BEFORE MAKING AN INVESTMENT IN THE NOTES.
THE NOTES ARE NOT OBLIGATIONS OF, AND ARE NOT GUARANTEED BY, ANY PARTY OTHER
THAN IBRD. THE OUTSTANDING PRINCIPAL AMOUNT AND (IF APPLICABLE) ANY OTHER
AMOUNTS RELATING THERETO ARE PAYABLE ONLY BY IBRD.
NONE OF IBRD, THE GLOBAL AGENT, THE JOINT BOOKRUNNERS, THE RPGR CALCULATION
AGENT, THE VERIFICATION AGENT, NOR ANY OF THEIR RESPECTIVE AFFILIATES NOR ANY OF
THEIR RESPECTIVE REPRESENTATIVES MAKES ANY REPRESENTATION TO ANY INVESTOR IN
THE NOTES REGARDING THE LEGALITY OF AN INVESTMENT UNDER LEGAL INVESTMENT OR
SIMILAR LAWS. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PROSPECTUS
SUPPLEMENT AS INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE.
No person has been authorised to give any information or make any representations other than those
contained in this Prospectus Supplement and the documents incorporated by reference herein and, if
given or made, such information or representations must not be relied upon as having been authorised.
This Prospectus Supplement does not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the Notes to which such documents relate or an offer to sell or the solicitation of an
offer to buy such securities by any person in any circumstances in which such offer or solicitation is
unlawful.

ii

The information on any website referred to in this Prospectus Supplement (including the website of
IBRD) does not form part of this Prospectus Supplement, except where that information has been
incorporated by reference into this Prospectus Supplement.

iii

TABLE OF CONTENTS
Page
AVAILABLE INFORMATION .......................................................................................................................... 1
OVERVIEW ....................................................................................................................................................... 2
ADDITIONAL RISK FACTORS ....................................................................................................................... 6
THE ISSUER .................................................................................................................................................... 11
USE OF PROCEEDS ........................................................................................................................................12
WILDLIFE CONSERVATION BOND PROJECT ...........................................................................................13
DESCRIPTION OF THE PARKS .....................................................................................................................17
DESCRIPTION OF BLACK RHINOS .............................................................................................................18
SUMMARY OF CERTAIN DOCUMENTS .....................................................................................................20
UNITED STATES FEDERAL INCOME TAX TREATMENT.........................................................................23
PLAN OF DISTRIBUTION .............................................................................................................................26
NOTICE TO INVESTORS ...............................................................................................................................27
ANNEX .............................................................................................................................................................28
PROSPECTUS DATED SEPTEMBER 24, 2021 .............................................................................................49

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AVAILABLE INFORMATION
Prior to the consummation of the sale of any of the Notes, the Issuer has made certain information available to
potential investors for review via a secure password-protected internet site online workspace maintained by
Marsh Management Services (Bermuda) Ltd. as Intralinks Agent (the "Intralinks Agent") with IntraLinks®,
Inc. (the "Site") or a similar secure internet site provider.
After the Issue Date, and while the Notes are outstanding, IBRD will furnish to the Intralinks Agent and make
available on the Site, or cause to be made available on the Site, to any persons who either hold beneficial
interests in the Notes or are prospective investors in the Notes, certain further information.
Access to the Site can be requested from the Intralinks Agent using the form in Appendix II to the Annex hereto
and shall be limited to persons who either hold beneficial interests in the Notes or are prospective investors in
the Notes and make the representations, warranties and agreements set forth in the Site regarding (among other
things) status, eligibility to invest in the Notes and confidentiality of information received in connection with
the Notes. IBRD reserves the right to apply such security procedures and other procedures with respect to access
to the Site as IBRD deems appropriate. IBRD makes no representation or warranty with respect to any
information available on, or accessible through, the Site.
After the Issue Date, and while the Notes are outstanding, any persons who either hold beneficial interests in
the Notes or are prospective investors in the Notes may request access to the Site from the Intralinks Agent.
IBRD is not subject to the informational requirements of the U.S. Securities Exchange Act of 1934.
As a condition to access the information on the Site ((the "Wildlife Conservation Bonds Data File"),
Noteholders and prospective purchasers shall not disclose any such information to third parties other than as
required by applicable law, nor use the information for any purpose other than an analysis of an investment in
the Notes by itself.
Unless otherwise specifically stated in this Prospectus Supplement or the Prospectus, the information on any
internet site mentioned in this Prospectus Supplement or the Prospectus, including without limitation, the Site
maintained by the Intralinks Agent with IntraLinks®, Inc., or any internet site directly or indirectly linked to
any internet site mentioned in this Prospectus Supplement or the Prospectus, is not a part of, or incorporated by
reference into, this Prospectus Supplement or the Prospectus.

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OVERVIEW
The following description of the Notes is qualified in its entirety by, and should be read in conjunction with, the
more detailed information appearing elsewhere in this Prospectus Supplement forming part of this offering,
including the Annex hereto. When a term is defined in this Prospectus Supplement, it is printed in bold-faced
type. Certain capitalised terms used but not defined in this summary are used herein as defined in this
Prospectus Supplement.
The Notes will be governed by English law.
Unless otherwise mentioned or unless the context requires otherwise, all references in this Prospectus
Supplement to "IBRD," the "Issuer," "we," "us" and "our" or similar references mean International Bank
for Reconstruction and Development.
The Notes are to be issued by IBRD under its Global Debt Issuance Facility. This summary does not contain all
information that is important to you and is subject in its entirety to the terms and conditions of the Notes as set
forth in the Prospectus and this Prospectus Supplement. You should carefully read this Prospectus Supplement
and the Prospectus to fully understand the terms of the Notes and the tax and other considerations that are
important to you in making a decision about whether to invest in the Notes.
You should carefully review the section "Additional Risk Factors" in this Prospectus Supplement, beginning
on page 6, and the Prospectus, which highlight certain risks associated with an investment in the Notes, to
determine whether an investment in the Notes is appropriate for you. This Prospectus Supplement amends
and supersedes the Prospectus to the extent that the information provided in this Prospectus Supplement is
different from the terms set forth in the Prospectus.
Offering of Notes
Issuer
IBRD.
Parks
Addo Elephant National Park (the "AENP") and Great Fish
River Nature Reserve (the "GFRNR" and together with the
AENP, the "Parks"). See "Description of the Parks".
Park Managers
South African National Parks ("SANParks") and Eastern Cape
Parks and Tourism Agency ("ECPTA") for AENP and
GFRNR, respectively. See "Description of the Parks".
Notes Offered
USD 150,000,000 Wildlife Conservation Bonds due March 31,
2027 (the "Notes").
Issue Price
The "Issue Price" will be 94.84 per cent. of the Aggregate
Nominal Amount.
Issue Date
The date on which the Notes are issued, which will be on March
31, 2022 ("Issue Date").
Specified Currency
United States Dollars ("USD").
Use of Proceeds
The net proceeds from the sale of the Notes will be used as
described under "Use of Proceeds".
RPGR Calculation Agent
Conservation Alpha Southern Africa.
Verification Agent
Zoological Society of London.
Registrar
Citibank, N.A., London Branch.

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Global Agent, Paying Agent and
Citibank, N.A., London Branch.
Transfer Agent
Listing
Luxembourg Stock Exchange.
The Notes
This Overview of the Notes is qualified in its entirety by reference to the Annex (which sets forth the final
terms of the Notes (the "Final Terms")).
Aggregate Nominal Amount
USD 150,000,000
The Aggregate Nominal Amount reflects the initial principal
amount of the Notes.
Rate of Interest
Not applicable.
Conservation Investment Payments
The Issuer shall make payments through the Global Agent to
the Park Managers in instalments to fund rhino conservation in
the form of Conservation Investment Payments. These
Conservation Investment Payments will be utilised by the Park
Managers to implement conservation and adaptive
management activities that seek to maximise net rhino growth
rates over five years.
The amount of each Conservation Investment Payment to be
made to each of the Park Managers shall be paid in South
African Rand ("ZAR") and equal to the percentage specified in
the below table multiplied by ZAR 152,000,000.
Date
SANParks
ECPTA
Issue Date
12 per cent.
8 per cent.
September 30, 2022
12 per cent.
8 per cent.
March 31, 2023
4 per cent.
3 per cent.
September 30, 2023
4 per cent.
3 per cent.
March 31, 2024
4 per cent.
3 per cent.
September 30, 2024
4 per cent.
3 per cent.
March 31, 2025
4 per cent.
4 per cent.
September 30, 2025
4 per cent.
4 per cent.
March 31, 2026
5 per cent.
3 per cent.
September 30, 2026
5 per cent.
3 per cent.

A Conservation Investment Payment may be suspended, in
whole or in part, in the sole and absolute discretion of IBRD,
acting as implementing agency of the Global Environment
Facility (the "Implementing Agency"), upon occurrence of a
Conservation Investment Payment Suspension Event.

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The aggregate amount of any Conservation Investment
Payment(s) still withheld by the Implementing Agency
following the final Conservation Investment Payment Date will
be converted into USD in accordance with the provisions set
out in Term 23(i) of the Final Terms and paid by the Issuer to
the Noteholders on the Maturity Date.
See Term 23(i) of the Final Terms for further details.
Noteholders should note that they are not entitled to receive
any Conservation Investment Payments, except in the
limited circumstances as set out in Term 23(i) of the Final
Terms.
Conservation Success Payment
A Conservation Success Payment in USD may be paid to the
Noteholders on the Maturity Date. The amount of Conservation
Success Payment (if any) payable to Noteholders will be
determined as a function of the Final Rhino Population Growth
Rate (as defined in Term 23(ii) of the Final Terms). Subject to
Term 23 of the Final Terms, the Final Rhino Population Growth
Rate shall be calculated by the RPGR Calculation Agent and
verified by the Verification Agent.
See Term 23(ii) of the Final Terms for further details on the
Conservation Success Payment.
Redemption
Redemption at par.
For the avoidance of doubt, the redemption of the Notes at par
on the Maturity Date will not be conditional upon the Rhino
Population Growth Rate (as defined in Term 23(ii) of the Final
Terms).
Manner of Offering
Specified Denomination
USD 100,000 and integral multiples of USD 1,000 in excess
thereof.
Form of Notes
IBRD will issue the Notes as registered securities in the form
of a global certificate, which will be registered in the name of
a nominee of The Depository Trust Company ("DTC").
ISIN
US45906M3A71
Common Code
246025436
CUSIP
45906M3A7
Tax Consequences
As specified herein under "United States Federal Income Tax
Treatment" beginning on page 23 and "Tax Matters" beginning
on page 46 in the accompanying Prospectus.
Rating
The Notes are expected, on issue, to be rated AAAp by S&P
Global Ratings. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to revision,

4

suspension or withdrawal at any time by the assigning rating
agency.
Risk Factors
Prospective investors should consider carefully the information
set forth under the caption "Additional Risk Factors" beginning
on page 6 herein and all other information set forth in this
Prospectus Supplement before making any investment in the
Notes.
Certain Information Made Available
The Issuer will provide Noteholders with the following
by the Issuer
information: (i) the Interim Rhino Growth Rate (as defined in
Term 23(v) of the Final Terms) and any verification report
within 45 business days after each anniversary of the Issue Date
and (ii) the Final Rhino Population Growth Rate and any
verification report not less than 3 business days prior to the
Maturity Date.
Such information will be made available on the IBRD website
at http://www.worldbank.org/debtsecurities/.
See Term 23(v) of the Final Terms for more information.
ALL CALCULATIONS AND DETERMINATIONS MADE
BY THE VERIFICATION AGENT (OR ANY
REPLACEMENT VERIFICATION AGENT) SHALL BE
FINAL AND BINDING ON IBRD, THE GLOBAL AGENT
AND HOLDERS AND BENEFICIAL OWNERS OF THE
NOTES, ABSENT MANIFEST ERROR.
Certain information has also been made available to
investors on the Site. See the section headed "Available
Information".

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