Obligation IBRD-Global 2.5% ( XS2392386533 ) en CNH

Société émettrice IBRD-Global
Prix sur le marché 100 %  ⇌ 
Pays  Etats-unis
Code ISIN  XS2392386533 ( en CNH )
Coupon 2.5% par an ( paiement annuel )
Echéance 30/09/2025 - Obligation échue



Prospectus brochure de l'obligation IBRD XS2392386533 en CNH 2.5%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée 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 CNH, avec le code ISIN XS2392386533, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/09/2025







Digitally Native Notes Prospectus Supplement dated October 19, 2023
(To Prospectus dated September 24, 2021)
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
DIGITALLY NATIVE NOTES
NEITHER THE DEALER(S) NOR IBRD HAS ANY RESPONSIBILITY WHATSOEVER WITH
RESPECT TO THE FUNCTIONALITY OF THE D-FMI DEVELOPED AND PROVIDED BY
EUROCLEAR. NEITHER THE DEALER(S) NOR IBRD WILL BE LIABLE FOR THE OPERATION BY
EUROCLEAR OF THE D-FMI, FOR ANY FAILURE DUE TO THE TECHNOLOGICAL SET UP OF THE
D-FMI OR ITS RESULTS, FOR THE D-FMI DOCUMENTATION, OR FOR THE PERFORMANCE OF THE
SMART CONTRACTS AS PROGRAMMED BY EUROCLEAR. SEE "RISK FACTORS" BELOW FOR
CERTAIN INFORMATION RELEVANT TO AN INVESTMENT IN THE NOTES.
This Supplement (the "Supplement") constitutes a supplement to the Prospectus dated September 24,
2021 (the "Prospectus"), prepared in connection with the Global Debt Issuance Facility established by
International Bank for Reconstruction and Development ("IBRD"). On September 24, 2021, the Luxembourg
Stock Exchange (the "LSE") approved the Prospectus for the purpose of the Luxembourg Law on Prospectuses
of July 16, 2019 (the "Luxembourg Law"). Terms defined in the Prospectus have the same meanings when
used in this Supplement.
This Supplement constitutes a supplement to, and should be read in conjunction with, the Prospectus in
accordance with the Luxembourg Law.
IBRD accepts responsibility for the contents of this Supplement and, having made all reasonable
inquiries, confirms that all information in this Supplement 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 Digitally Native Notes, makes this Supplement or any information in it misleading in any material
respect.
This Supplement is made in connection with the issuance of Notes issued in dematerialized form, created
upon issue on that part of the securities settlement system operated by Euroclear Bank SA/NV ("Euroclear")
as a central securities depository under EU regulation No 909/2014 of 23 July 2014, by means of which the
settlement of issuance, transfers and redemption of Digitally Native Notes and related payments are recorded
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(such part being the "D-FMI", and such Notes being "Digitally Native Notes"). This Supplement supplements,
solely with respect to the issuance of Digitally Native Notes, the Prospectus in the following respects:
(a)
The section of the Prospectus titled "Summary and Overview of the Facility" is supplemented with
respect to the issuance of Digitally Native Notes with the information set out in Schedule 1;
(b)
The section of the Prospectus titled "Risk Factors" is supplemented with respect to the issuance of
Digitally Native Notes with the information set out in Schedule 2;
(c)
The section of the Prospectus titled "Terms and Conditions of the Notes" is replaced with respect to
the issuance of Digitally Native Notes with the terms set out in Schedule 3, which reflects the terms
and conditions applicable to Digitally Native Notes, subject to completion and amendment in the
applicable Final Terms, as defined in the DNN Global Agency Agreement dated October 19, 2023;
(d)
The section of the Prospectus titled "Form of Notes and Summary of Provisions Relating to the Notes
while in Global Form" is supplemented with respect to the issuance of Digitally Native Notes with
the information set out in Schedule 4;
(e)
The section of the Prospectus titled "Clearance and Settlement" is supplemented with respect to the
issuance of Digitally Native Notes with the information set out in Schedule 5;
(f)
The section of the Prospectus titled "Plan of Distribution" is supplemented with respect to the
issuance of Digitally Native Notes with the information set out in Schedule 6;
(g)
The section of the Prospectus titled "Validity of the Notes" is supplemented with respect to the
issuance of Digitally Native Notes with the information set out in Schedule 7;
(h)
The section of the Prospectus titled "Form of Final Terms" is supplemented with respect to the
issuance of Digitally Native Notes with the information set out in Schedule 8;
To the extent that there is any inconsistency between (a) any statement in this Supplement or any
statement incorporated by reference in this Supplement and (b) any other statement in or incorporated by
reference in the Prospectus, the statements in (a) above will prevail solely with respect to Digitally Native
Notes. Unless otherwise stated in this Supplement, general statements in the Prospectus relating to Notes apply
equally to Digitally Native Notes.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or
inaccuracy relating to information included in the Prospectus since the publication of the Prospectus.
Any person receiving a copy of this Supplement may obtain without charge, upon written or oral request,
a copy of any document incorporated by reference in the Prospectus, except for the exhibits to such documents
(unless such exhibits are specifically incorporated by reference). Copies of such documents will be available
free of charge at the offices of IBRD, 1818 H Street, N.W., Washington, D.C. 20433 and of Citibank, N.A.,
London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, the website of the
Luxembourg Stock Exchange at http://www.luxse.com and the website of IBRD (http://www.worldbank.org/).
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SCHEDULE 1
Supplement to "Summary and Overview of the Facility"
The section titled "Dealers" shall be supplemented with the following information with respect to Digitally Native
Notes:
The Dealers with respect to any issuance of Digitally Native Notes will consist of any one or more dealers
becoming a party to the DNN Standard Provisions (as defined in "Plan of Distribution") from time to time for a
specific issue of Notes.
The section titled "Form of Notes" shall be supplemented with the following information with respect to Digitally
Native Notes:
In addition to bookentry form, bearer form or registered form, the Notes may be issued in dematerialized
form, created upon issue on the D-FMI in the nominal amount of a Specified Denomination as specified in relation
to such Note ("Digitally Native Notes").
The section titled "Governing Law" shall be supplemented with the following information with respect to Digitally
Native Notes:
Digitally Native Notes will be governed by English law. The DNN Standard Provisions and the DNN Global
Agency Agreement are governed by New York law or such other governing law. The DNN Deed of Covenant is
governed by English law.
The section titled "Clearing Systems" shall be supplemented with the following information with respect to Digitally
Native Notes:
It is expected that Digitally Native Notes will be accepted for clearance through the D-FMI only.
The section titled "Initial Delivery of Notes" shall be supplemented with the following information with respect to
Digitally Native Notes:
For the initial issue of Digitally Native Notes, the Global Agent shall submit an instruction to the D-FMI
Operator to effect the issuance of such Digitally Native Notes on the D-FMI in accordance with the DNN Global
Agency Agreement and the D-FMI Documentation. Pursuant to such instruction simultaneously (i) the relevant
Digitally Native Note will be debited from the Securities Wallet of the Global Agent and credited to the Securities
Wallet of the relevant subscriber of the Digitally Native Note; and (ii) cash in an amount equal to the purchase price
of the Digitally Native Note will be debited from the Cash Wallet of the subscriber of the Digitally Native Note and
credited to the Cash Wallet of the Global Agent; each in accordance with the DNN Global Agency Agreement and
the D-FMI Documentation, at which moment in time each such Digitally Native Note will, subject to applicable law,
be validly constituted and issued, having the terms and conditions set out in the "Terms and Conditions of the Notes"
as supplemented by the applicable Final Terms.
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SCHEDULE 2
Supplement to "Risk Factors"
The following section sets out certain additional risks with respect to an investment in the Digitally Native
Notes. The risks set out in the Prospectus and the risks set out below do not describe all of the risks with respect to
an investment in the Digitally Native Notes.
The use of the D-FMI to create, issue, transfer and redeem the Digitally Native Notes is novel and largely untested
and may contain inherent flaws and limitations
Digitally Native Notes will be issued in dematerialized form under English law (or the laws of any other
jurisdiction, as specified in the applicable Final Terms), created upon issue on the D-FMI, which is that part of the
securities settlement system operated by Euroclear as a central securities depository under EU regulation No
909/2014 of 23 July 2014, by means of which the settlement of issuance, transfers and redemption of the Digitally
Native Notes and related payments are recorded.
The D-FMI uses distributed ledger technology. Investors should be aware that distributed ledger technology
is comparatively new and untested and is not yet broadly adopted in the financial markets. As such there could be
risks associated with the use of the D-FMI in respect of, inter alia, the creation, issuance, primary distribution,
secondary transfers and redemption of Digitally Native Notes which cannot yet be anticipated. Such risks may
further materialize as unanticipated variations or combinations of the risks discussed here or as completely new forms
of risks. For example, there could be as yet unknown errors in the software underpinning the D-FMI or integration
issues with existing systems which are unanticipated at the time when the relevant tests and trials are conducted.
As with other novel software-based products, the computer code underpinning the D-FMI (i.e. the distributed
ledger technology and other technologies) and the smart contracts deployed on the D-FMI may contain errors, or
function in unexpected ways. This may cause the integrated software to malfunction or function incorrectly. Any
error or unexpected functionality may cause a loss of confidence in the D-FMI and result in a decline in value of the
Digitally Native Notes and substantial losses to Noteholders.
The D-FMI uses a new technology which lies outside IBRD's control. As such, the D-FMI may malfunction
or function in an unexpected or unintended manner. Technical issues might arise from internal or external causes
associated with the development of the D-FMI, for example validation mechanisms, fraudulent uses, hackings, bugs
in the smart contracts or any other human or technological malfunction or errors could result in a variety of adverse
consequences for the Noteholders.
Operational and information security risks from the use of technologies
The use of technologies, including but not limited to the internet, and the dependence on computer systems
to perform necessary business functions on the D-FMI makes the D-FMI susceptible to cyber incidents, which pose
operational and information security risks. These cyber incidents could be a result of deliberate attacks or
unintentional events and could occur by way of perpetrators gaining unauthorized access to computer systems for
the purpose of misappropriating assets or sensitive information, corrupting data or causing operational disruption.
Cyber-attacks may also be carried out in a manner that does not involve gaining unauthorized access, such as causing
denial-of-service attacks on websites, networks or computer systems, causing the services on such websites, networks
or computer systems to be temporarily or indefinitely disrupted. The occurrence of these cyber incidents may result
in theft, loss or disappearance of the Digitally Native Notes or other compromises to the D-FMI and, consequentially,
substantial losses to Noteholders.
The malfunction, unintended function, coding or human error or unexpected functioning of the D-FMI may have
adverse consequences on the settlement, the registration and the transfer of the Digitally Native Notes
In accordance with Condition 1 (Form, Denomination, Title and Specified Currency), the D-FMI Record
contains all relevant data associated with the Digitally Native Notes and the Securities Wallets on the D-FMI and the
D-FMI Record shall be the sole source for determining information in respect of the Digitally Native Notes and the
Securities Wallets on the D-FMI at any given time.
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Any malfunction, unintended function, coding or human error (including erroneous information or data
received by any supporting smart contracts) or unexpected functioning of the D-FMI used for the Digitally Native
Notes, and in particular due to possible technological developments, may cause the Digitally Native Notes to
malfunction or function in an unexpected or unintended manner and may result in unlawful, delayed or erroneous
transfers. Such malfunction, unintended function or unexpected functioning may constitute a D-FMI Event. The
result may also be that the number of Digitally Native Notes in the Immobilisation Wallet (as such term is defined
in the D-FMI Documentation) is incorrect, which would cause a reconciliation break between the D-FMI and the
related legacy system on the one hand and between the issued outstanding amount as recorded in the D-FMI upon
issuance and the position in the Immobilisation Wallet on the other hand.
As defined in the Conditions, a D-FMI Event means any event or circumstance (including, without limitation,
a failure in or disruption of the D-FMI) that impairs the proper or timely functioning of the D-FMI and cannot be
remedied by the D-FMI Operator within a reasonable timeframe (including within the timeframes contemplated by
the D-FMI Operator's business continuity, disaster recovery and crisis management policies and procedures),
including (i) with regards to any network functionality or processing and/or validation of one or more transactions
on the D-FMI, (ii) a bug, exploit, vulnerability, hacking or other dysfunction in, or event, circumstance affecting, the
D-FMI, or the security of the D-FMI, (iii) the D-FMI or the D-FMI Operator being closed for business for a
continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or the D-FMI Operator
announces an intention to cease business permanently in respect of the D-FMI or in fact does so.
Condition 13 (Continuity plan in case of a D-FMI Event) provides two remedies which may be applied by
IBRD if a D-FMI Event occurs. Pursuant to Condition 13, if a D-FMI Event occurs, IBRD will be entitled at its sole
discretion and without the need to consult or obtain the prior approval of the relevant Noteholders, but with giving
the D-FMI Operator and the Global Agent not less than one Business Day's prior notice, (i) if it is possible for the
Digitally Native Notes to continue to operate as contemplated by the Conditions on an alternative platform or network
to which the Digitally Native Notes may be transferred "as is", to select such a replacement platform and instruct the
D-FMI Operator to register the ownership of the Digitally Native Notes on such replacement platform, or (ii) to
convert the Digitally Native Notes into Registered Notes (which has the meaning given to that term in the IBRD
Standard Terms and Conditions). Noteholders should be aware that IBRD is under no obligation to redeem the
Digitally Native Notes early in the case of a D-FMI Event.
If a D-FMI Event occurs, the D-FMI Operator may also be required to take certain measures, such as halting
the transfer of all Digitally Native Notes which may disrupt trading in the Digitally Native Notes. While Euroclear
will provide to each Noteholder, upon request, a copy of the data in the D-FMI showing the entitlement of such
Noteholder, any transfer instructions and settlement transactions in relation thereto, risks may arise from the
transition from the recording of the Digitally Native Notes in the D-FMI to their registration on the replacement
platform. Risks may also arise in the course of the conversion of Digitally Native Notes into Registered Notes. The
occurrence of a D-FMI Event may adversely affect the market value and liquidity of the Digitally Native Notes and
IBRD has no obligation to consult the Noteholders when deciding which remedy to apply.
Certain of the terms applicable to transfers of Digitally Native Notes may be replaced or superseded from time to
time without any consultation with IBRD or Noteholders
In accordance with Condition 2 (Transfer of Notes; No Exchange of Notes) and except in the circumstances
contemplated in Condition 13 (Continuity plan in case of a D-FMI Event), transfers of the Digitally Native Notes
may only occur through the D-FMI and only be between D-FMI Participants in accordance with the D-FMI
Documentation, applicable Belgian law and relevant procedures of the D-FMI Operator.
IBRD has no control over the D-FMI Documentation and relevant procedures of the D-FMI Operator which
may be replaced or superseded as determined by Euroclear without any consultation with IBRD or the Noteholders
from time to time.
Noteholders have a credit risk on the D-FMI Operator
Payments of principal and interest in respect of Digitally Native Notes shall be made by IBRD to or to the
order of the D-FMI Operator on behalf of each Noteholder, which payment shall discharge IBRD's payment
obligations under the Conditions and IBRD is not responsible for ensuring that the D-FMI Operator accounts to each
Noteholder for the payment, which shall be the responsibility of the D-FMI Operator in accordance with the D-FMI
Documentation.
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Post-pricing technical issues in relation to Digitally Native Notes may require issuance in a different form
It is possible that the D-FMI Operator may refuse to accept for clearance an issuance of Digitally Native Notes
subsequent to pricing having been agreed in relation such Digitally Native Notes with investors, for example if the
terms agreed are not compatible with the D-FMI Operator's procedures. This may mean that such Digitally Native
Notes are required to be issued in a different form permitted by IBRD's existing Global Debt Issuance Facility, for
example as Registered Notes or Bearer Notes. This could have the consequence that investors are unable to benefit
from any perceived benefits of holding Digitally Native Notes notwithstanding that they have agreed to purchase
such Notes, and that such issuance is delayed beyond the originally scheduled Issue Date.
Investors may need to purchase more Digitally Native Notes to ensure that they hold an amount equal to one or
more Specified Denominations
In relation to any issue of Digitally Native Notes which have a denomination consisting of the minimum
Specified Denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may
be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of the
minimum Specified Denomination. In such a case a Noteholder who, as a result of trading such amounts, holds a
nominal amount of less than the minimum Specified Denomination will not be able to sell or otherwise transfer the
residual balance of such holding and would need to purchase a nominal amount of Notes such that it holds an amount
equal to one or more Specified Denominations in order to do so.
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SCHEDULE 3
Terms and Conditions of the Digitally Native Notes
The following is the text of the terms and conditions (the "Conditions" and each a "Condition") that, subject
to completion and amendment and as supplemented or varied in accordance with the provisions of the applicable
Final Terms, will apply to the Notes referred to in such Final Terms. These Conditions as so completed, amended,
supplemented or varied shall be included in the record of the Notes. These Conditions apply only to Notes. All
capitalized terms used and not defined in these Conditions will have the meaning ascribed to them in the Final Terms.
References in these Conditions to "Notes" are to the Notes of one Series only, not to all Notes that may be issued
under the Facility.
The Notes (as defined in Condition 1(a)) are issued and created in accordance with a global agency agreement
with respect to the issuance of Notes dated as of 19 October 2023 (as further amended and supplemented from time
to time, the "DNN Global Agency Agreement") and made between the International Bank for Reconstruction and
Development ("IBRD") and Citibank, N.A., London Branch (the "Global Agent", which expression shall include
any successor global agent under the DNN Global Agency Agreement) and, in the case of Notes governed by English
law, with the benefit of a Deed of Covenant with respect to the issuance of Notes dated 19 October 2023 (as further
amended or supplemented as at the Issue Date, the "DNN Deed of Covenant") executed by IBRD in relation to the
Notes. The original executed DNN Deed of Covenant is held by the Global Agent. Copies of the DNN Global Agency
Agreement and the DNN Deed of Covenant, in electronic form, are available for inspection by beneficial owners of
Notes upon reasonable request and during normal business hours from IBRD, the Global Agent and the Paying
Agents (each as defined below) (subject to provision of proof of holding and identity in a form satisfactory to IBRD,
the Global Agent and any Paying Agent, as the case may be). The DNN Global Agency Agreement provides for the
appointment of other agents, including a calculation agent (the "Calculation Agent", which expression shall mean
in respect of any issue of Notes any other calculation agent appointed in respect of such issue pursuant to the DNN
Global Agency Agreement or another agreement and designated as such on, or in respect of such Notes), an exchange
agent and one or more paying agents, although it is not contemplated that such agents will be appointed in respect of
Notes. The Global Agent and the Calculation Agent are together referred to herein as the "Agents". The Noteholders
(as defined below) are bound by and deemed to have notice of, and are entitled to the benefit of, all of the provisions
of the DNN Global Agency Agreement, the DNN Deed of Covenant and the Final Terms, which are applicable to
them.
References in these Conditions to terms specified in relation to a Note shall be deemed to be references to the
Final Terms applicable to such Note.
These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the
applicable Final Terms in relation to such Series. All capitalized terms that are not defined in this section or otherwise
in these Conditions will have the meanings given to them in the applicable Final Terms.
Definitions
(a)
"Cut-over Date" has the meaning given in Condition 13(b).
(b)
"D-FMI" means that part of the securities settlement system operated by Euroclear as a central
securities depository under EU regulation No 909/2014 of 23 July 2014, by means of which the
settlement of issuance, transfers and redemption of Notes and related payments are recorded.
(c)
"D-FMI Documentation" means the Terms and Conditions governing the use of Euroclear and the
Operating Procedures of the Euroclear System, as each is published by Euroclear and in force from
time to time as may be replaced or superseded and as determined by Euroclear.
(d)
"D-FMI Event" means any event or circumstance (including, without limitation, a failure in or
disruption of the D-FMI) that impairs the proper or timely functioning of the D-FMI and cannot be
remedied by the D-FMI Operator within a reasonable timeframe (including within the timeframes
contemplated by the D-FMI Operator's business continuity, disaster recovery and crisis management
policies and procedures), including (i) with regards to any network functionality or processing and/or
validation of one or more transactions on the D-FMI, (ii) a bug, exploit, vulnerability, hacking or
other dysfunction in, or event, circumstance affecting, the D-FMI, or the security of the D-FMI, (iii)
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the D-FMI or the D-FMI Operator being closed for business for a continuous period of 14 days (other
than by reason of holidays, statutory or otherwise) or the D-FMI Operator announces an intention to
permanently cease business in respect of the D-FMI or in fact does so.
(e)
"D-FMI Fallback" has the meaning given in Condition 13(a).
(f)
"D-FMI Operator" means the operator from time to time of the D-FMI, which is initially Euroclear.
(g)
"D-FMI Participant" means a direct participant in the D-FMI, being the person for the time being
appearing in the D-FMI Record as holder of a Securities Wallet. Euroclear may be a D-FMI
Participant and holder of a Securities Wallet in its capacity as "vereffeningsinstelling" under the Co-
ordinated Royal Decree of 10 November 1967.
(h)
"D-FMI Record" has the meaning given in Condition 1(c)(i).
(i)
"Euroclear" means Euroclear Bank SA/NV.
(j)
"IBRD Standard Terms and Conditions" means the terms and conditions set forth in the amended
and restated global agency agreement dated as of September 24, 2021 (as further amended and
supplemented from time to time) applicable to notes issued by IBRD which are in the form of
Registered Notes, Fed Bookentry Notes or Bearer Notes, each as defined therein.
(k)
"Noteholder" and "holder", each mean, with regard to any Notes, the D-FMI Participant for the time
being appearing in the D-FMI Record as the holder of the Securities Wallet to which a such Note is
recorded.
(l)
"Securities Wallet" means the arrangements maintained by the D-FMI Operator in the name of a D-
FMI Participant, which records digital securities admitted to the D-FMI as Notes and the rights (if
any) of such D-FMI Participant as Noteholder with regard to such Notes per these Conditions.
1
Form, Denomination, Title and Specified Currency
(a)
Form: Each issue of Notes of which this Note forms a part (the "Notes" or "Digitally Native Notes")
is issued in dematerialized form, created upon valid issue on the D-FMI in the nominal amount of a
Specified Denomination (as defined in Condition 1(b)), as specified in relation to such Note, and
these Conditions must be read accordingly.
The Notes represent contractual obligations of IBRD and are transferable only through the D-FMI
in accordance with Condition 1(c). Each Noteholder's rights arising under, or in respect of, the Notes
are limited accordingly.
The D-FMI Record contains all relevant data associated with the Notes and the Securities Wallets on
the D-FMI. The D-FMI Record shall be the sole source for determining information in respect of the
D-FMI at any given time. The Noteholder of each Note from time to time shall be identified
exclusively by reference to the D-FMI Record. No physical certificate or record evidencing
entitlements to the Notes will be issued by the D-FMI Operator or otherwise.
(b)
Denomination: "Specified Denomination" means the denomination or denominations specified in
relation to such Note.
(c)
Title:
(i)
Title to each Note will vest in the Noteholder for the time being of that Note. Title to Notes may
be transferred only through the D-FMI. Title to each Note shall pass by way of entry by the D-
FMI Operator in the books and records of the D-FMI Operator in the D-FMI, as they relate to
Notes (the "D-FMI Record"), and upon the debiting of the Notes from the Noteholder's
Securities Wallet and corresponding crediting to the transferee's Securities Wallet, in accordance
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with these Conditions, the D-FMI Documentation, the relevant procedures of the D-FMI Operator
and applicable Belgian law. In the event of any inconsistency in the data appearing within
different books and/or records of the D-FMI Operator (or otherwise pertaining to the D-FMI), the
data given priority in accordance with the D-FMI Documentation shall prevail. The D-FMI
Operator shall be solely responsible for recording title and ownership (including any transfers) to
any Note.
(ii)
IBRD and the Agents shall be entitled to deem and treat the D-FMI Participant appearing in the
D-FMI Record as being the Noteholder at any given time to be the absolute owner of the relevant
Note for the purpose of making payments and for all other purposes, whether or not such Note is
overdue and regardless of any other notice of ownership, trust or an interest therein or any notice
of any previous theft or loss thereof, and all payments on a Note to such holder shall be deemed
valid and effectual to discharge the liability of IBRD in respect of such Note to the extent of the
sum or sums so paid in accordance with these Conditions.
(d)
Specified Currency: The Specified Currency of any Note is as specified in respect of such Note.
Subject as provided in Condition 7(i), all payments of principal and interest in respect of a Note shall
be made in one or more Specified Currencies.
(e)
Promise to pay: Each Note is one of a duly authorized issue of Notes of IBRD, issued and to be
issued under the DNN Global Agency Agreement. Subject as provided in the Conditions, IBRD, for
value received, promises to pay to the holder of each Note, on the Maturity Date (or on such earlier
date as the amount payable upon redemption under the Conditions may become repayable in
accordance with the Conditions) the amount payable in respect of such Note upon redemption under
the Conditions and (unless such Note does not bear interest) to pay interest in respect of the Note
from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in
accordance with the method of calculation provided for in the Conditions, together with such other
sums and additional amounts (if any) as may be payable under the Conditions, in accordance with
the Conditions.
2
Transfers of Notes; No Exchange of Notes
(a)
Not Used.
(b)
Not Used.
(c)
Not Used.
(d)
Not Used.
(e)
Not Used.
(f)
Not Used.
(g)
Not Used.
(h)
Not Used.
(i)
Provisions Concerning Transfers of Notes: All transfers of Notes and entries on the D-FMI will be
made in accordance with the D-FMI Documentation, applicable Belgian law and relevant procedures
of the D-FMI Operator. Transfers of Notes will be effected, and may only be effected, through the
D-FMI and may only be between D-FMI Participants. A copy of the D-FMI Documentation and the
relevant procedures will be made available during normal business hours by the D-FMI Operator to
any holder of a Note upon reasonable request. The D-FMI Documentation and the information set
forth therein are not a part of, or incorporated by reference into, these Conditions. A Note may only
be transferred in whole or in part in a Specified Denomination. A residual holding of Notes with a
denomination of less than the minimum Specified Denomination may not be transferred.
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3
Status
The Notes constitute direct, unsecured obligations of IBRD ranking pari passu, without any preference among
themselves, with all its other obligations that are unsecured and unsubordinated. THE NOTES ARE NOT
OBLIGATIONS OF ANY GOVERNMENT.
4
Negative Pledge
As long as any of the Notes shall be outstanding and unpaid, but only up to the time all amounts of principal
and interest have been paid to the Global Agent, IBRD will not cause or permit to be created on any of its property
or assets any mortgage, pledge or other lien or charge as security for any bonds, notes or other evidences of
indebtedness at any time issued, assumed or guaranteed by IBRD for money borrowed (other than any purchase
money mortgage, or other pledge or lien, on property purchased by IBRD as security for all or any part of the purchase
price thereof, any lien arising in the ordinary course of business, or any extension or renewal of any of the foregoing),
unless the Notes shall be secured by such mortgage, pledge or other lien or charge equally and rateably with such
other notes, bonds or evidences of indebtedness.
5
Interest
(a)
Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount
from and including the Interest Commencement Date at the rate per annum (expressed as a
percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest
Payment Date. The amount of interest payable shall be determined in accordance with Condition
5(j). Such Interest Payment Date(s) is/are specified.
(b)
Interest on Floating Rate Notes and Index Linked Interest Notes:
(i)
Interest Payment Dates:
Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal
amount from and including the Interest Commencement Date at the rate per annum (expressed as
a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest
Payment Date. The amount of interest payable shall be determined in accordance with Condition
5(j). Such Interest Payment Date(s) is/are either specified as Specified Interest Payment Dates or,
if no Specified Interest Payment Date(s) is/are specified, Interest Payment Date shall mean each
date which falls the number of months or other period specified as the Interest Period after the
preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest
Commencement Date.
(ii)
Rate of Interest for Floating Rate Notes:
(A)
The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period
shall be determined in the manner specified. If either ISDA Determination or Screen
Rate/Reference Bank Determination are specified, the provisions below relating to either
ISDA Determination or Screen Rate/Reference Bank Determination shall apply.
(B)
ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified as the manner in which the Rate of Interest is to
be determined, the Rate of Interest for each Interest Accrual Period shall be determined
by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of
this sub-paragraph (B), "ISDA Rate" for an Interest Accrual Period means a rate equal to
the Floating Rate that would be determined by the Calculation Agent under a Swap
Transaction under the terms of an agreement incorporating the ISDA Definitions and
under which:
(x)
the Floating Rate Option is as specified;
(y)
the Designated Maturity is a period specified; and
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