Obligation IBRD-Global 0% ( XS2433833071 ) en BRL

Société émettrice IBRD-Global
Prix sur le marché refresh price now   69.26 %  ▲ 
Pays  Etats-unis
Code ISIN  XS2433833071 ( en BRL )
Coupon 0%
Echéance 18/01/2029



Prospectus brochure de l'obligation IBRD XS2433833071 en BRL 0%, échéance 18/01/2029


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 IBRD (XS2433833071), émise aux États-Unis et libellée en BRL, affiche un prix actuel de marché de 61,61%, un taux d'intérêt de 0% et une maturité fixée au 18/01/2029, avec des paiements d'intérêt annuels.







Final Terms dated 14 January 2022
International Bank for Reconstruction and Development
Issue of BRL 150,000,000 Zero Coupon Notes due 19 January 2029
payable in United States Dollars

under the
Global Debt Issuance Facility
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
"Conditions") set forth in the Prospectus dated September 24, 2021. This document constitutes the Final
Terms of the Notes described herein and must be read in conjunction with such Prospectus.
UK MiFIR product governance / Retail investors, professional investors and ECPs target market ­ See
Term 29 below.

SUMMARY OF THE NOTES
1.
Issuer:
International Bank for Reconstruction and Development
("IBRD")
2.
(i)
Series number:
101488

(ii)
Tranche number:
1
3.
Specified Currency or Currencies
The lawful currency of the Federative Republic of Brazil
(Condition 1(d)):
("Brazilian Real" or "BRL"), provided that all payments in
respect of the Notes will be made in United States Dollars
("USD")
4.
Aggregate Nominal Amount


(i)
Series:
BRL 150,000,000

(ii)
Tranche:
BRL 150,000,000
5.
(i)
Issue Price:
51.152831 per cent. of the Aggregate Nominal Amount

(ii)
Net proceeds:
USD 13,652,890.84 (equivalent to BRL 76,729,246.50 at the
USD/BRL exchange rate of BRL 5.62 per USD 1.00)
6.
Specified Denominations
BRL 10,000
(Condition 1(b)):
7.
Issue Date:
19 January 2022
8.
Maturity Date (Condition 6(a)):
19 January 2029, unless the corresponding FX Valuation
Date is postponed beyond the Scheduled FX Valuation Date
due to an Unscheduled Holiday or because a Price Source
Disruption in respect of the FX Rate has occurred, in which
case the Maturity Date shall be postponed to the fifth
Business Day after the date on which the FX Rate is
determined (further particulars specified below in Term 19).
For the avoidance of doubt, no additional interest or other
additional amounts shall be payable by IBRD in the event
that the Maturity Date is so postponed.
9.
Interest basis (Condition 5):
Zero Coupon
(further particulars specified below)
10.
Redemption/Payment basis
Redemption at par, payable in USD
(Condition 6):
(further particulars specified below)


11.
Change of interest or
Not Applicable
redemption/payment basis:
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:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Zero Coupon Note provisions
Applicable
(Condition 5(c)):

(i)
Amortisation Yield
10.05 per cent. per annum
(Condition 6(c)(ii)):

(ii)
Day Count Fraction
Actual/Actual (ICMA)
(Condition 5(l)):

(iii)
Any other formula/basis of
Not Applicable
determining amount
payable:
PROVISIONS RELATING TO REDEMPTION
17.
Final Redemption Amount of each
The Final Redemption Amount per Specified Denomination
Note (Condition 6):
will be payable in USD on the Maturity Date and shall be
determined by the Calculation Agent by applying the
following formula on the FX Valuation Date immediately
prior to the Maturity Date:
Specified Denomination divided by FX Rate (as
defined in Term 19 below),
subject to the Disruption Provisions and Definitions in Term
19 below.
18.
Early Redemption Amount
Amortized Face Amount as set out in the Conditions.
(Condition 6(c)):
The Amortized Face Amount per Specified Denomination
shall be payable in USD and determined by the Calculation
Agent by applying the following formula on the FX
Valuation Date immediately prior to the Early Redemption
Date:
Amortized Face Amount divided by FX Rate (as
defined in Term 19 below),
subject to the Disruption Previsions and Definitions in Term
19 below.
19.
Disruption Provisions and
Disruption Provisions:
Definitions:
If, in respect of an FX Valuation Date, a Price Source
Disruption has occurred or exists in respect of the FX Rate,
the Calculation Agent shall obtain the FX Rate for such FX
Valuation Date by applying the provisions of the following
fallbacks (the "Disruption Fallbacks") in the order below:
(i)
Valuation Postponement;
(ii) Fallback Reference Price;


(iii) Dealer Poll (provided the FX Rate cannot be
determined in accordance with (i) or (ii) above); and
(iv) Calculation Agent Determination of FX Rate (provided
that the FX Rate cannot be determined in accordance
with (i), (ii) or (iii) above).
In the event that an FX Valuation Date is postponed beyond
the relevant Scheduled FX Valuation Date due to an
Unscheduled Holiday or because a Price Source Disruption
in respect of the FX Rate has occurred, the Early
Redemption Date or the Maturity Date, as applicable, shall
be postponed to the fifth Business Day after the date on
which the FX Rate is determined.
For the avoidance of doubt, no additional interest or other
additional amounts shall be payable by IBRD in the event
that the Early Redemption Date or the Maturity Date is
postponed.
Cumulative Events:
Notwithstanding anything herein to the contrary, in no event
shall the total number of consecutive calendar days during
which either (i) an FX Valuation Date is postponed due to an
Unscheduled Holiday, or (ii) a Valuation Postponement shall
occur (or any combination of (i) and (ii)), exceed 14
consecutive calendar days in the aggregate. Accordingly, (x)
if, upon the lapse of any such 14 day period, an Unscheduled
Holiday shall have occurred or be continuing on the day
following such period that otherwise would have been a
Business Day, then such day shall be deemed to be an FX
Valuation Date, and (y) if, upon the lapse of any such 14 day
period, a Price Source Disruption shall have occurred or be
continuing on the day following such period, then Valuation
Postponement shall not apply and the FX Rate shall be
determined in accordance with the next Disruption Fallback.
Definitions:
The following definitions shall apply:
"Brazil Business Day" means a day (other than a Saturday
or a Sunday) on which commercial banks and foreign
exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign
currency deposits) in any of São Paulo, Rio de Janeiro or
Brasilia.
"Business Day" means a day (other than a Saturday or a
Sunday), which is both (i) a Brazil Business Day and (ii) a
day on which commercial banks and foreign exchange
markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency
deposits) in London and New York.
"Calculation Agent" means Citibank, N.A., London Branch,
or its duly appointed successor.
"Calculation Agent Determination of FX Rate" means, in
respect of an FX Valuation Date, the Calculation Agent shall


determine the FX Rate on the relevant FX Valuation Date,
acting in good faith and in a commercially reasonable
manner having taken into account relevant market practice
and any information which it deems relevant.
"Dealer Poll" means, in respect of the FX Valuation Date,
the Calculation Agent shall determine the FX Rate for the
relevant FX Valuation Date by requesting each of the
Reference Dealers to provide a quotation of the USD/BRL
spot rate at or about 1:15 p.m., São Paulo time, on such FX
Valuation Date.
(A) If at least two quotations are provided, the FX Rate
will be the arithmetic mean of the quotations
(rounded to the nearest four decimal points, with
0.00005 being rounded up) of the rates so quoted.
Copies of all quotes obtained by the Calculation
Agent will be provided by the Calculation Agent to
the Issuer upon request; or
(B) if fewer than two quotations are provided, the FX
Rate will be determined by the Calculation Agent in
accordance
with
the
Calculation
Agent
Determination of the FX Rate.
The Calculation Agent shall notify the Issuer as soon as
reasonably practicable that the FX Rate is to be so
determined.
"Early Redemption Date" means the day on which the
Notes become due and payable in accordance with Condition
9 (Default) subject to postponement in accordance with this
Term 19 whereupon the Early Redemption Date shall be the
date five Business Days following the relevant FX Valuation
Date. For the avoidance of doubt, no additional interest or
other additional amounts shall be payable by IBRD in the
event that the Early Redemption Date is so postponed.
"Fallback Reference Price" means, in respect of the
relevant FX Valuation Date, the USD/BRL official rate,
expressed as the amount of BRL per one USD 1.00, reported
by the Banco Central do Brasil (Central Bank of Brazil)
(www.bcb.gov.br) in the "Diário Oficial da União" on the
first Business Day following such FX Valuation Date ("BRL
OFFICIAL" or "BRL02").
If Annex A to the 1998 FX and Currency Option Definitions
published by the International Swaps and Derivatives
Association, Inc., the Emerging Markets Traders Association
and
the
Foreign Exchange
Committee
(the
"FX
Definitions") is amended such that BRL02 is replaced by a
successor price source for the USD/BRL exchange rate in
such Annex A to the FX Definitions (the "Successor Price
Source Definition for BRL02"), then the FX Rate for the
relevant FX Valuation Date will be determined in accordance
with such Successor Price Source Definition for BRL02.
"FX Rate" means, in respect of the relevant FX Valuation
Date, the closing USD/BRL offered rate for USD, expressed
as the amount of BRL per USD 1.00, reported by the Banco


Central do Brasil (Central Bank of Brazil) (www.bcb.gov.br;
see "Cotações e boletins") by approximately 1:15 p.m. São
Paulo time on such FX Valuation Date ("BRL PTAX" or
"BRL09").
If the FX Definitions are amended such that BRL09 is
replaced by a successor price source for the USD/BRL
exchange rate in such Annex A to the FX Definitions (the
"Successor Price Source Definition for BRL09"), then the
FX Rate for the relevant FX Valuation Date will be
determined in accordance with such Successor Price Source
Definition for BRL09.
"FX Valuation Date" means, in respect of the Early
Redemption Date or the Maturity Date, as applicable, the
date that is five Business Days before such Early
Redemption Date or Maturity Date, as applicable (the
"Scheduled FX Valuation Date"), provided that if the
Scheduled FX Valuation Date is an Unscheduled Holiday, the
FX Valuation Date shall be postponed to the first following
Business Day, which is not an Unscheduled Holiday. In the
event the Scheduled FX Valuation Date is so postponed due
to an Unscheduled Holiday and if the FX Valuation Date has
not occurred on or before the number of calendar days equal
to the Maximum Days of Postponement after the Scheduled
FX Valuation Date (any such period being a "Deferral
Period"), then the next day after the Deferral Period that is a
Business Day, or that would have been a Business Day but
for the Unscheduled Holiday shall be deemed to be the FX
Valuation Date.
"Maximum Days of Postponement" means 14 calendar
days.
"Price Source Disruption" means the occurrence or
existence of an event on an FX Valuation Date, the result or
consequence of which is that it is impossible or
impracticable, in the opinion of the Calculation Agent, to
obtain the FX Rate on such day.
"Reference Dealers" means three leading dealers or banks
active in the USD/BRL exchange market selected by the
Calculation Agent in its sole discretion.
"Unscheduled Holiday" means a day that is not a Brazil
Business Day and the market was not aware of such fact (by
means of a public announcement or by reference to other
publicly available information) until a time later than 9:00
a.m. (São Paulo time), two Brazil Business Days prior to
such day.
"Valuation Postponement" means, in respect of an FX
Valuation Date, if a Price Source Disruption has occurred or
exists in respect of the FX Rate on such FX Valuation Date,
the Calculation Agent shall determine the FX Rate on the
next succeeding Business Day on which, in the opinion of
the Calculation Agent, such Price Source Disruption has not
occurred or ceased to exist, unless the Price Source
Disruption continues to exist (measured from the date that,


but for the occurrence of the Price Source Disruption, or
Unscheduled Holiday would have been the Scheduled FX
Valuation Date) for a consecutive number of calendar days
equal to the Maximum Days of Postponement, in which case
the Calculation Agent shall determine the FX Rate on the
next succeeding Business Day after the Maximum Days of
Postponement (which will be deemed to be the applicable
FX Valuation Date) in accordance with the next applicable
Disruption Fallback.

GENERAL PROVISIONS APPLICABLE TO THE NOTES
20.
Form of Notes (Condition 1(a)):
Registered Notes:
Global Registered Certificate available on Issue Date
21.
New Global Note / New Safekeeping No
Structure:
22.
Financial Centre(s) or other special
London, New York and any of São Paulo, Rio de Janeiro or
provisions relating to payment dates
Brasilia
(Condition 7(h)):
23.
Governing law (Condition 14):
English
24.
Additional risk factors:
An investment in the Notes is subject to the risks
described below, as well as the risks described under
"Risk Factors" in the accompanying Prospectus.
Because the Notes are denominated in BRL but payable in
USD, the Noteholders will be exposed to currency exchange
rate risks with respect to such currencies. Changes in
exchange rates relating to any of the currencies involved may
result in a decrease in the effective yield of the Notes and, in
certain circumstances, could result in a loss of all or a
substantial portion of the principal of the Notes (including
the Final Redemption Amount). For example, if, on any FX
Valuation Date, BRL has appreciated in value against USD,
the payment in USD will be higher. Conversely, a
depreciation in value of BRL against USD will have the
opposite impact. Furthermore, since the Noteholders will
receive payments on the Notes only on the Maturity Date,
the Noteholders will not benefit from favorable changes in
exchange rates at any other time during the term of the
Notes.
Exchange rate movements for a particular currency are
volatile and are the result of numerous factors. A
Noteholder's net exposure will depend on the extent to which
the payment currency (USD) strengthens or weakens against
the denominated currency (BRL).
In addition, the Noteholders whose financial activities are
denominated principally in a currency (the "Investor's
Currency") other than any of the Specified Currencies, will
also be exposed to currency exchange rate risk that are not
associated with a similar investment in a security
denominated or paid in that Investor's Currency. For more
information, please see "Risk FactorsNotes are subject to
exchange rate and exchange control risks if the investor's
currency is different from the Specified Currency" in the


accompanying Prospectus.

DISTRIBUTION
25.
(i)
If syndicated, names of
Not Applicable
Managers and underwriting
commitments:

(ii)
Stabilizing Manager(s) (if
Not Applicable
any):
26.
If non-syndicated, name of Dealer:
The Toronto-Dominion Bank
27.
Total commission and concession:
Not Applicable
28.
Additional selling restrictions:
Not Applicable
29.
UK MiFIR product governance /
Regulation (EU) No 600/2014 as it forms part of domestic
Retail investors, professional
law by virtue of the European Union (Withdrawal) Act
investors and ECPs target market:
2018 ("UK MiFIR") product governance / Retail
investors, professional investors and ECPs target market
­ Solely for the purposes of the manufacturer's product
approval process, the target market assessment in respect of
the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties (as defined in the
United Kingdom Financial Conduct Authority (the "FCA")
Handbook Conduct of Business Sourcebook ("COBS")),
professional clients (as defined in UK MiFIR) and retail
clients (as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018); and (ii) all
channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the
manufacturer's target market assessment; however, each
distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the manufacturer`s
target market assessment) and determining appropriate
distribution channels.
For the purposes of this Term 29, "manufacturer" means the
Dealer.
IBRD does not fall under the scope of application of UK
MiFIR. Consequently, IBRD does not qualify as an
"investment firm", "manufacturer" or "distributor" for the
purposes of UK MiFIR.
OPERATIONAL INFORMATION
30.
Legal Entity Identifier of the Issuer:
ZTMSNXROF84AHWJNKQ93
31.
ISIN Code:
XS2433833071
32.
Common Code:
243383307
33.
Delivery:
Delivery versus payment
34.
Registrar and Transfer Agent (if
Citibank, N.A., London Branch
any):


35.
Intended to be held in a manner
No. Whilst the designation is specified as "no" at the date of
which would allow Eurosystem
these Final Terms, should the Eurosystem eligibility criteria
eligibility:
be amended in the future such that the Notes are capable of
meeting them the Notes may then be deposited with one of
the ICSDs as common safekeeper and registered in the name
of a nominee of one of the ICSDs acting as common
safekeeper. Note that this does not necessarily mean that the
Notes will then be recognized as eligible collateral for
Eurosystem monetary policy and intra-day credit operations
by the Eurosystem at any time during their life. Such
recognition will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.

GENERAL INFORMATION
IBRD's most recent Information Statement was issued on September 22, 2021.
SPECIAL ACCOUNT
An amount equal to the net proceeds of the issue of the Notes will be credited to a special account that
will support IBRD's lending for Eligible Projects. So long as the Notes remain outstanding and the special
account has a positive balance, periodically and at least at the end of every fiscal quarter, funds will be
deducted from the special account and added to IBRD's lending pool in an amount equal to all disbursements
from that pool made during such quarter in respect of Eligible Projects.
ELIGIBLE PROJECTS
"Eligible Projects" means all projects funded, in whole or in part, by IBRD that promote the transition to
low-carbon and climate resilient growth in the recipient country, as determined by IBRD. Eligible Projects
may include projects that target (a) mitigation of climate change including investments in low-carbon and
clean technology programs, such as energy efficiency and renewable energy programs and projects
("Mitigation Projects"), or (b) adaptation to climate change, including investments in climate-resilient growth
("Adaptation Projects").
Examples of Mitigation Projects include, without limitation:
· Rehabilitation of power plants and transmission facilities to reduce greenhouse gas emissions
· Solar and wind installations
· Funding for new technologies that permit significant reduction in GHG emissions
· Greater efficiency in transportation, including fuel switching and mass transport
· Waste management (methane emission) and construction of energy-efficient buildings
· Carbon reduction through reforestation and avoided deforestation
Examples of Adaptation Projects include, without limitation:
· Protection against flooding (including reforestation and watershed management)
· Food security improvement and stress-resilient agricultural systems which slow down
deforestation
· Sustainable forest management and avoided deforestation
The above examples of Mitigation Projects and Adaptation Projects are for illustrative purposes only and
no assurance can be provided that disbursements for projects with these specific characteristics will be made
by IBRD during the term of the Notes. Payment of principal and interest, if any, on the Notes will be made
from IBRD's general funds and will not be directly linked to the performance of any Eligible Projects.


LISTING APPLICATION
These Final Terms comprise the final terms required for the admission to the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's regulated market of the
Notes described herein issued pursuant to the Global Debt Issuance Facility of International Bank for
Reconstruction and Development.

RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:


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

Name:
Title:

Duly authorized



Document Outline