PROSPECTUS

International Finance Corporation
Global Medium-Term Note Programfor issues of Notes with maturities ofthree months or longer from the date of the original issue
Under the Global Medium-Term Note Program described in this Prospectus (the “Program”), International Finance Corporation(“IFC” or the “Corporation”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes
with maturities of three months 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 “Summary and Overview of the Program”) appointed by the Corporation, or
directly by the Corporation itself.
Application has been made for Notes issued under the Program 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 of the Luxembourg
Stock Exchange 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.
Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in, andfor quotation of, any Notes which are agreed at the time of issue to be so listed on the SGX-ST. Such permission will be granted whensuch Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of
the statements made or opinions expressed or reports contained or incorporated by reference in this Prospectus. Admission to the Official
List of the SGX-ST is not to be taken as an indication of the merits of the Corporation, the Program or the Notes. There is no assurance
that the application to the Official List of the SGX-ST for the listing of the Notes of any Series (as defined herein) will be approved.
The Program provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the
Corporation and the relevant Dealer(s) in relation to each issue. Unlisted Notes may also be issued pursuant to the Program. The applicable
Final Terms (as defined herein) 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 October 11, 2021 in relation to the Program, except
in relation to Notes issued prior to the date hereof.
Notes of any particular issue will be in bookentry form, or bearer form (“Bearer Notes”) or registered form (“Registered Notes”),
as specified in the applicable Final Terms. Bearer Notes 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.
Unless an issue of Notes is intended to qualify as a targeted bearer issuance (as defined in “Summary and Overview of theProgram”), each Series of Bearer Notes with a maturity at issue of more than one year will be represented on issue by a temporary global
note in bearer form (each a “Temporary Global Note”) exchangeable for a permanent global note in bearer form (each a “Permanent Global
Note”, and collectively with Temporary Global Notes, “Global Notes”) or, if and to the extent specified in the applicable Final Terms, for
Bearer Notes in definitive bearer form (“Definitive Bearer Notes”), upon certification of non-U.S. beneficial ownership. Each Series of
Bearer Notes that is issued as part of a targeted bearer issuance will be represented on issue by a Permanent Global Note or, if specified in
the applicable Final Terms, Definitive Bearer Notes. Notes denominated and payable in U.S. dollars which will be cleared and settled
through the Federal Reserve Bank of New York (“Fed Bookentry Notes”) will be issued in uncertificated bookentry form. Registered Notes
will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire
interest in Registered Notes of one Series. Global Certificates (“Global Certificates”) may be issued representing all or a portion of a Seriesof Registered Notes, if specified in the applicable Final Terms.
Depending on their form and Specified Currency (as defined herein), it is expected that Notes will be accepted for clearance
through one or more clearing systems, as specified in the applicable Final Terms. These systems will include, in the United States, thesystem operated by The Depository Trust Company (“DTC”) and, for Fed Bookentry Notes, the Federal Reserve Banks and, outside theUnited States, those operated by Euroclear Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“Clearstream, Luxembourg”) and The
Central Depository (Pte) Limited (“CDP”). Global Notes may be issued in new global note form and Global Certificates may be held under
the new safe-keeping structure or otherwise in classic global note form or not under the new safe-keeping structure.
The Program has been rated AAA by Standard & Poor’s Financial Services LLC (“S&P”) and Aaa by Moody’s InvestorsService, Inc. (“Moody’s”). 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.

Arranger for the Program

Morgan Stanley
The date of this Prospectus is October 3, 2023

The Corporation accepts responsibility for the information contained in this Prospectus. To the best of theknowledge of the Corporation (having taken all reasonable care to ensure that such is the case) the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import ofsuch information.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein byreference (see “Availability of Information and Incorporation by Reference” below).
THE NOTES 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 HAVENOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIESCOMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSEDUPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
MIFID II PRODUCT GOVERNANCE / TARGET MARKETThe Corporation does not fall under the scope of application of the MiFID II package. Consequently, theCorporation does not qualify as an “investment firm”, “manufacturer” or “distributor” for the purposes of MiFID II.
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 areappropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into
consideration the target market assessment; however, a distributor subject to 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 Product Governancerules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer or Manager (asspecified in the applicable Final Terms) subscribing for any Notes is a manufacturer in respect of such Notes, butotherwise neither the Arranger (as defined in “Summary and Overview of the Program”) nor any such Dealer orManager nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
As used above, the expression “MiFID II” means Directive 2014/65/EU, as amended.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKETThe Corporation does not fall under the scope of application of the UK MiFIR package. Consequently, theCorporation does not qualify as an “investment firm”, “manufacturer” or “distributor” for the purposes of UK MiFIR.
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 areappropriate. 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 ProductGovernance 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 ProductGovernance Rules, any Dealer or Manager subscribing for any Notes is a manufacturer in respect of such Notes, butotherwise neither the Arranger nor any such Dealer or Manager nor any of their respective affiliates will be amanufacturer for the purpose of the UK MiFIR Product Governance Rules.
As used above, the expression “UK MiFIR” means Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the
Program shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 042

N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
No person has been authorized to give any information or to make any representation other than those containedin 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 the Corporation or
any Dealer or the Arranger. 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 the Corporation since the date hereof or the date upon which
this Prospectus has been most recently amended or supplemented or the date of any documents most recently
incorporated by reference in, and forming part of, the Prospectus (as described in “Availability of Information andIncorporation by Reference” below) or that any other information supplied in connection with the Program 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
the Corporation, any Dealer and the Arranger 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”.
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of the
Corporation or any Dealer to subscribe for, or purchase, any Notes. Neither this Prospectus nor any other information
supplied in connection with the Program should be considered as a recommendation by the Corporation 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 thecreditworthiness, of the Corporation.
THE NOTES ARE NOT OBLIGATIONS OF ANY OTHER WORLD BANK GROUP ENTITY,
INCLUDING THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND
THE INTERNATIONAL DEVELOPMENT ASSOCIATION, OR OF ANY GOVERNMENT.
In connection with the issue of any Tranche (as defined herein) of Notes, the Dealer or Dealers (if any) named
as the stabilization manager(s) (the “Stabilization Manager(s)”) (or persons acting on behalf of any Stabilization
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting themarket price of the Notes at a level higher than that which might otherwise prevail. However, stabilization may notnecessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of theterms of the offer of the relevant Tranche is made and, if begun, may cease at any time, but it must end no later thanthe earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of therelevant Tranche. Any stabilization action or over-allotment must be conducted by the relevant Stabilization
Manager(s) (or persons acting on behalf of any Stabilization Manager(s)) in accordance with all applicable laws andrules.
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 European Economic and Monetary Union
pursuant to the Treaty on the Functioning of the European Union, references to “Sterling”, “£” and “GBP” are to thelawful currency of the United Kingdom, references to “yen” are to the lawful currency of Japan, references to “U.S.
dollars”, “$” and “U.S.$” are to the lawful currency of the United States of America and references to “Singapore
dollars”, “SGD” and “S$” are to the lawful currency of Singapore.

3

TABLE OF CONTENTS
Page

Availability of Information and Incorporation by Reference ....................................................................... 5
Prospectus Supplement ................................................................................................................................. 7
Final Terms ................................................................................................................................................... 8
Use of Proceeds............................................................................................................................................. 9
Summary and Overview of the Program..................................................................................................... 10
Risk Factors ................................................................................................................................................ 18
Terms and Conditions of the Notes............................................................................................................. 26
Form of Notes and Provisions Relating to the Notes while in Global Form .............................................. 45
Clearance and Settlement ............................................................................................................................ 50
Tax Matters ................................................................................................................................................. 55
Currency Conversions ................................................................................................................................. 66
Plan of Distribution ..................................................................................................................................... 67
Validity of the Notes ................................................................................................................................... 71
General Information .................................................................................................................................... 72
Form of Final Terms ................................................................................................................................... 74

4

AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
The Corporation prepares:(a)unaudited quarterly financial statements and audited annual financial statements;(b) an annual information statement (the “Information Statement”) which describes the Corporation, including
its capital, operations and administration, the Articles of Agreement of the Corporation (the “Articles ofAgreement”), the Corporation’s legal status, and its principal financial policies, and contains the
Corporation’s most recent audited financial statements; and(c)an annual report.

The Corporation is subject to certain information requirements of Regulation IFC, promulgated by theCommission under the United States International Finance Corporation Act of 1955, as amended, and in accordance
therewith files with the Commission its unaudited quarterly and audited annual financial statements and its most recent
Information Statement and annual report (collectively the “IFC Information”).
In addition, the IFC Information will be filed with the Luxembourg Stock Exchange and any other stock
exchange on which Notes are listed from time to time and which requires such a filing. The IFC Information may beinspected and copies may be obtained without charge at the website of the Corporation (www.ifc.org) and at thefollowing addresses, and at any other address specified in the applicable Final Terms:
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Citibank, N.A., London Branch
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB

Citicorp Investment Bank (Singapore) Limited
5 Changi Business Park Crescent#07-00 Changi Business Park
Singapore 486027

In addition, copies of the Articles of Agreement and the Fiscal Agency Agreement, the Global Agency
Agreement, the Supplemental Agency Agreement and the Deed of Covenant (each as defined under “Terms andConditions of the Notes”) may be inspected or collected by a Noteholder upon reasonable request at the above officesof Citibank, N.A., London Branch (the “Global Agent”) during normal business hours or may be provided by email
to a Noteholder following their prior written request to the Global Agent and provision of proof of holding and identity(in a form satisfactory to the Global Agent).
Copies of such documents and the IFC Information also will be available without charge from the office of the
Corporation set out at the end of this Prospectus.
Incorporation by Reference
The Corporation’s latest Information Statement, any unaudited quarterly or annual financial statements filed with
the Commission or any stock exchange on which Notes are listed subsequent to the date of such Information Statement
and any supplements (other than Final Terms) or amendments to this Prospectus circulated by the Corporation fromtime to time shall be deemed to be incorporated in, and to form part of, this Prospectus, and references to “thisProspectus” shall mean this document and any documents incorporated by reference in, and forming part of, thisdocument, 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, andforming 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 toherein.
The Corporation will, in the event of any material change in the financial position of the Corporation 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 the Corporation.
5

If the terms of the Program are modified or amended in a manner which would make this Prospectus inaccurate
or misleading in any material respect, the Corporation 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 this Prospectus and of documents incorporated by reference in this Prospectus may be obtained(without charge) from the website of the Luxembourg Stock Exchange (www.luxse.com), the office of the Corporation
set out at the end of this Prospectus and the website of the Corporation (www.ifc.org).
The information on any website referred to in this Prospectus (including the respective websites of the
Luxembourg Stock Exchange and the Corporation) 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 the Corporation’s financial position,
strategy, plans, policies, practices and objectives for future operations, are forward-looking statements. Such forwardlooking statements involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Corporation to be materially different from any future results, performanceor achievements expressed or implied by such forward-looking statements. Such forward-looking statements are basedon numerous assumptions regarding the Corporation’s present and future strategies and the environment in which the
Corporation will operate in the future. Among the important factors that could cause the Corporation’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 thisProspectus. The Corporation expressly disclaims any obligation or undertaking to release publicly any updates orrevisions to any forward-looking statement contained herein to reflect any change in the Corporation’s expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

6

PROSPECTUS SUPPLEMENTThe Corporation has undertaken to the Arranger and the Dealers that if during any time the Prospectus is being
used in connection with the offer and sale of Notes, any event shall occur as a result of which, in the judgment of the
Corporation, this Prospectus would include any untrue statement of a material fact or omit to state any material factnecessary to make the statements herein, in light of the circumstances under which they were made, not misleading,
the Corporation shall prepare an amendment or supplement to this Prospectus for use in connection with any
subsequent offering of the Notes and shall supply to each Dealer for any such subsequent offering such amendment
or supplement hereto as such Dealer may reasonably request.

7

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

8

USE OF PROCEEDSThe net proceeds of the sale of the Notes will be used for the general operations of the Corporation in accordancewith its Articles of Agreement. IFC’s mission is to advance economic development by encouraging the growth of
productive private enterprise in developing countries. IFC’s operations contribute to the World Bank Group’s twingoals of ending extreme poverty and promoting shared prosperity. Spanning strategic sectors and regions, IFC’soperations are aligned with the United Nations Sustainable Development Goals with a strong emphasis on prioritizing
partnerships with private investors to mobilize new sources of finance. IFC is also committed to aligning its financial
flows with the objectives of the Paris Agreement. IFC’s Performance Standards form part of IFC’s Sustainability
Framework and articulate the Corporation’s strategic commitment to sustainable development. The PerformanceStandards define IFC clients’ responsibilities for managing their environmental and social risks and are an integral
part of IFC’s approach to risk management. Pending their use in financing eligible investments, the net proceeds fromthe sale of the Notes will be invested as part of IFC’s liquid assets portfolio.

9SUMMARY AND OVERVIEW OF THE PROGRAM
This summary must be read as an introduction to this Prospectus. Any decision to invest in any Notes should bebased 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.
The Corporation
International Finance Corporation is an international organization, established in 1956 to further economic
growth in its developing member countries by promoting private sector development. The Corporation is a memberof the World Bank Group, which also comprises the International Bank for Reconstruction and Development (the“IBRD”), the International Development Association (“IDA”), the Multilateral Investment Guarantee Agency(“MIGA”) and the International Centre for Settlement of Investment Disputes (“ICSID”). It is a legal entity separate
and distinct from IBRD, IDA, MIGA and ICSID with its own Articles of Agreement, share capital, financial structure,
management, and staff. Membership in the Corporation is open only to member countries of IBRD. The obligationsof the Corporation are not obligations of, or guaranteed by, IBRD, IDA or any government.
The Corporation’s principal office is located at 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433,
United States of America.
The Corporation is an experienced supranational organization providing financing and financial services
primarily to the private sector in developing countries that are members of the Corporation. It combines thecharacteristics of a multilateral development bank with those of a private financial institution. As of August 30, 2023,
the Corporation’s entire share capital was held by 186 member countries. As of August 30, 2023, member countriesof the Organization for Economic Cooperation and Development (“OECD”) held 66.32 per cent. of the voting powerof the Corporation. The five largest of the Corporation’s 186 shareholders by voting power are the United States (18.13
per cent. of the total voting power), Japan (7.54 per cent.), Germany (5.06 per cent.), United Kingdom (4.53 per cent.),
and France (4.53 per cent.). The Corporation’s share capital is provided by its member countries. It raises most of thefunds for its investment activities through the issuance of notes, bonds and other debt securities in the international
capital markets. Unlike most other multilateral institutions, the Corporation does not accept host government
guarantees of its loans. Generally, the Corporation charges market-based rates for its loans and seeks market returns
on its debt securities and equity investments. The financial strength of the Corporation is based principally on thequality of its investment portfolio, its substantial paid-in capital and retained earnings, low debt to equity ratio, thesize of its liquid assets portfolio, its diversified earnings base and its profitability.
In partnership with private investors, the Corporation assists in financing the establishment, improvement, andexpansion of private sector enterprises by making loans, equity investments and investments in debt securities where
sufficient private capital is not otherwise available on reasonable terms. The Corporation also plays a catalytic role inmobilizing additional funding from other investors and lenders through parallel loans, loan participations, partial credit
guarantees, securitizations, loan sales, risk sharing facilities, fund investments and other crisis initiatives. In addition
to project finance and mobilization, the Corporation offers an array of financial and technical advisory services toprivate businesses in the developing world to increase their chances of success. It also advises governments on how
to create an environment hospitable to the growth of private enterprise and foreign investment. The Corporation has astrategic commitment to sustainable development, which is articulated through its Sustainability Framework. The
Corporation uses the Sustainability Framework along with other strategies, policies and initiatives to focus businessactivities on achieving its development objectives.
IFC plays a key role in achieving the World Bank Group’s goal of helping countries achieve better sustainable
development outcomes. IFC seeks to help countries achieve improvements in growth, job creation, poverty reduction,
governance, the environment, climate adaptation and resilience, human capital, infrastructure and debt transparency.
IFC contributes to the World Bank Group’s twin goals of ending extreme poverty and promoting shared prosperity byproviding financing and advisory services primarily to the private sector in developing countries that are members of
IFC. The two goals emphasize the importance of economic growth, inclusion and sustainability—including strong
concerns for equity. Sustainable economic growth that creates good jobs requires action to strengthen both the private
and public sectors. Inclusion entails empowering all citizens to participate in, and benefit from, the development
process, removing barriers against those who are often excluded. Sustainability ensures that today’s development
progress is not reversed tomorrow and that the pace of progress does not flag in the future. IFC’s impact-rating system,10the Anticipated Impact Measurement and Monitoring Framework, evaluates projects based on their expecteddevelopment outcomes, as well as their effect on market creation.
Overview of the Program
The following overview is qualified in its entirety by the remainder of this Prospectus.
Issuer:International Finance Corporation

Legal Entity Identifier (LEI):QKL54NQY28TCDAI75F60

Description:

Global Medium-Term Note Program

Arranger:

Morgan Stanley & Co. International plc

Dealers:

The Dealers will consist of any of one or more dealersappointed as dealers (as described in “Plan ofDistribution”) from time to time for a specific issue ofNotes.

Global Agent, Exchange Agent, Registrar, Calculation
Agent and Transfer Agent:

Citibank, N.A., London Branch

Fiscal Agent:

Federal Reserve Bank of New York

Paying Agents:

Citibank, N.A., London Branch and Citicorp Investment
Bank (Singapore) Limited for Notes cleared through
CDP (the “Singapore Paying Agent”).

Specified Currencies:

Subject to compliance with all relevant laws, regulations
and directives, Notes may be issued in any currency
agreed between the Corporation and the relevant
Dealers.

Redenomination:

Notes denominated in the currency of a country that
subsequently participates in the third stage of European
Economic and Monetary Union may be subject toredenomination, renominalization and/or consolidation
with other Notes then denominated in euro. The
provisions applicable to any such redenomination,
renominalization and/or consolidation will be as
specified in the applicable Final Terms.

Maturities:

Subject to compliance with all relevant laws, regulations
and directives, Notes may be issued with any maturityof three months or longer from the date of the originalissue.

Specified Denomination:

Notes will be in such denominations as may be specified
in the applicable Final Terms.

Method of Issue:

The Notes will be issued through Dealers acting as
principal on a syndicated or non-syndicated basis, or on
an agency basis. The Corporation may also directly offerand sell Notes to investors, to the extent permitted byapplicable law. The Notes will be issued in series (eacha “Series”) having one or more dates of issue and on
terms otherwise identical (or identical other than inrespect of the first payment of interest), the Notes ofeach Series being intended to be interchangeable withall other Notes of that Series. Each Series may be issued
in tranches (each a “Tranche”) on the same or different

11dates of issue. The specific terms of each Tranche will
be set out in the applicable Final Terms.
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.

Form of Notes:

The Notes may be issued in bookentry form, bearer form
or in registered form. Fed Bookentry Notes, which areNotes denominated and payable in U.S. dollars cleared
through the bookentry system of the Federal Reserve
Banks (the “Federal Reserve”), will be in bookentry
form and may not be exchanged for Notes in registeredform or for Notes in bearer form.
Unless the issuance is intended to qualify as a targeted
bearer issuance described in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(iii) (a“targeted bearer issuance”), each Tranche of Bearer
Notes will be represented upon initial issuance by aTemporary Global Note which may be exchanged after
a period of not less than 40 days from the date of issue
for either (a) a Permanent Global Note uponcertification of non-U.S. beneficial ownership in
accordance with the applicable rules and regulations
promulgated by the U.S. Treasury, or (b) Definitive
Bearer Notes upon certification of non-U.S. beneficial
ownership in accordance with the applicable rules andregulations promulgated by the U.S. Treasury. Each
Tranche of Bearer Notes issued as part of a targeted
bearer issuance will be represented upon initial issuanceby a Permanent Global Note or, if specified in theapplicable Final Terms, Definitive Bearer Notes.
Each Tranche of Registered Notes will be represented
upon initial issuance by one or more Certificates, each
evidencing an individual Noteholder’s entire interest insuch Registered Notes. Certificates representing
Registered Notes that are registered in the name of anominee for one or more clearing systems are referred
to as “Global Certificates”.

Clearing Systems:

It is expected that Notes will be accepted for clearance
through one or more clearing systems as specified in theapplicable Final Terms. These systems will include, in
the United States, the system operated by DTC and, for
Fed Bookentry Notes, the Federal Reserve and, outside
the United States, those operated by Euroclear andClearstream, Luxembourg and, if so specified in theapplicable Final Terms in the case of Notes listed on the
SGX-ST, CDP, and in relation to any Series, such otherclearing system as specified in the applicable Final
Terms.

Initial Delivery of Notes:

On or before the issue date for each Tranche of Bearer
Notes, if the relevant Global Note is intended to be in
new global note form, such Global Note will bedelivered to a common safekeeper (the “Common
12Safekeeper”) for Euroclear and Clearstream,
Luxembourg (such Global Notes are issued in new
global note (“NGN”) form). On or before the issue datefor each Tranche of Bearer Notes, if the relevant Global
Note is not intended to be in new global note form,
unless otherwise agreed among the Corporation, theGlobal Agent and the relevant Dealer, the Corporation
will deposit (i) a Temporary Global Note representing
Bearer Notes (except in the case of a targeted bearer
issuance); or (ii) a Permanent Global Note or Definitive
Bearer Notes in the case of a targeted bearer issuancewith a common depositary (the “Common Depositary”)
for Euroclear and Clearstream, Luxembourg, CDP, or
any other clearing system specified in the applicable
Final Terms (such Global Notes are issued in classic
global note (“CGN”) form).
On or before the issue date for each Tranche ofRegistered Notes, if the relevant Global Certificate isintended to be held under the new safe-keeping
structure, the Global Agent will deposit such Global
Certificate with a Common Safekeeper for Euroclear
and Clearstream, Luxembourg, and the Registered
Notes will registered in the name of a nominee of theCommon Safekeeper, as specified in the applicable
Final Terms (such Registered Notes being held under
the new safe-keeping structure (the “NSS”)). On or
before the issue date for each Tranche of Registered
Notes, if the relevant Global Certificate is not intended
to be held under the new safe-keeping structure, unlessotherwise agreed among the Corporation, the Global
Agent and the relevant Dealer, the Global Agent willdeposit such Global Certificate with a common
depositary or custodian for Euroclear, Clearstream andLuxembourg, DTC, any other clearing system specified
in the applicable Final Terms, to be registered in thename of a nominee of a common depositary or of, DTC,
or any other clearing system specified in the applicable
Final Terms.
Description of Notes:

Notes may be Fixed Rate Notes, Floating Rate Notes,
Zero Coupon Notes or Structured Notes.

Fixed Rate Notes:

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

Floating Rate Notes:

Notes that will bear interest determined separately foreach Series as follows:(i)13

on the same basis as the floating rate under anotional interest rate swap transaction in therelevant Specified Currency governed by anagreement incorporating either the 2006 ISDA
Definitions (as published by the International
Swaps and Derivatives Association, Inc.
(“ISDA”), and as amended and updated as at theIssue Date of the first Tranche of the Notes of therelevant Series), or the latest version of the 2021

ISDA Interest Rate Derivatives Definitions (aspublished by ISDA as at the Issue Date of the firstTranche of the Notes of the relevant Series) as
specified in the applicable Final Terms; or(ii) by reference to EURIBOR, SONIA, SOFR or€STER (or such other benchmark as may be
specified in the applicable Final Terms) as
adjusted for any applicable margin.
Interest periods will be specified in the applicable Final
Terms.
Zero Coupon:

Notes that may be issued at their nominal amount or ata discount to it and will not bear interest.

Structured Notes:

Notes that include Index-linked Notes, Capital at Risk
Notes and other Notes such as variable redemption
amount Notes, step-up Notes, dual currency Notes,
reverse dual currency Notes, optional dual currency
Notes, callable notes and any other type of Notes that
the Corporation and any Dealer or Dealers may agree toissue under the Program as set out in the applicable Final
Terms.

Index-Linked Notes:

Notes where the final redemption amount and/or theamount of interest will be calculated by reference to anindex or index-based formula as specified in theapplicable Final Terms.

Capital at Risk Notes:

Notes where the investor may lose some or all of theprincipal of its Note (whether payable at maturity, upon
redemption or otherwise).

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

Redemption by Instalments:

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

Automatic Early Redemption:

The applicable Final Terms may provide that Notes of aSeries will be redeemed automatically prior to theirstated maturity on the basis that the interest payable onsuch Notes reaches or exceeds a benchmark determinedin relation to one or more interest rates, exchange rates
or stock market or commodities indices or formulae or
a combination thereof as may be specified in, orotherwise provided in such Final Terms.

Optional Redemption:

The applicable Final Terms will state whether Notes
may be redeemed prior to their stated maturity in whole
or in part at the option of the Corporation and/or theholders, and, if so, the terms applicable to such
redemption. Any limitations imposed by applicable law
relating to the redemption of Notes denominated in any
Specified Currency will be specified in the applicable
Final Terms.

14Status of Notes:

The Notes will constitute direct, unconditional, generaland unsecured obligations of the Corporation ranking
pari passu and without any preference among
themselves and pari passu with all other outstanding
unsecured and unsubordinated obligations for borrowed
money of the Corporation. The Notes are not obligationsof any other World Bank Group entity, including theInternational Bank for Reconstruction and Development
and the International Development Association, or ofany government.

Negative Pledge:

None

Events of Default:With respect to each Series of Notes, if the Corporation
shall either (i) fail to pay when due the principal of,premium (if any), or interest on, any Note of such Seriesor (ii) fail to pay when due, in aggregate an amountequal to or exceeding U.S.$20,000,000 or its equivalent
in any other relevant currency or currencies, of theprincipal of, premium (if any), or interest on, any Noteof another Series or any notes, bonds or similar
obligations (other than the Notes) which shall have been
issued, assumed or guaranteed by the Corporation and,in either case, such failure shall continue for a period of
90 days, then at any time thereafter and during thecontinuance of such failure, the holder of any Note ofsuch Series may deliver or cause to be delivered to the
Corporation at its principal office in the City ofWashington, District of Columbia, United States ofAmerica, written notice that such holder elects to
declare all Notes of such Series held by it (the serial
numbers and denominations of which shall be set forthin such notice) to be due and payable, and on thethirtieth day after such notice shall be so delivered to the
Corporation, such Notes shall become due and payable
together with accrued interest thereon, unless prior tothat time all such defaults shall have been cured.

Rating:

The Program has been rated AAA by S&P and Aaa by
Moody’s. As defined by S&P, an “AAA” rating meansthat the ability of the Corporation to meet its financial
commitment on its obligations is extremely strong. As
defined by Moody’s, an “Aaa” rating means that the
Corporation’s ability to meet its financial obligations isjudged to be of the highest quality, with minimal credit
risk.
The security ratings in respect of the Program will not
apply to Capital at Risk Notes. Capital at Risk Notes
may not be assigned any security rating or, if rated, they
may have a lower security rating than the Program dueto the risk of loss of principal. Whether or not aparticular issue of Capital at Risk Notes has an assigned
security rating, investors should be aware that the termsof the Capital at Risk Notes will create a substantial risk.
Investors may lose some or all of their investment
regardless of any assigned rating.

15

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.
Taxation:

The Notes and interest thereon are not exempt fromtaxation generally.
Under the Articles of Agreement, payments in respectof principal, premium (if any), and interest due on theNotes are not subject to any tax by a member country (i)which tax discriminates against the Notes solely
because they are issued by the Corporation or (ii) if thesole jurisdictional basis for the tax is the place or
currency in which the Notes are issued, made payableor paid, or the location of any office or place of businessmaintained by the Corporation.
Under the Articles of Agreement, the Corporation is notunder any obligation to withhold or pay any tax imposedby any member country in respect of the Notes.
Accordingly, payments in respect of principal, premium(if any) and interest due on the Notes will be paid to the
Fiscal Agent, the Global Agent or any paying agent
without deduction in respect of any such tax. However,tax withholding requirements may apply to payments
made by financial intermediaries acting in any capacity
other than as the Corporation’s Fiscal Agent, Global
Agent or paying agent.

Governing Law:

English, New York, or such other law as is specified in
the applicable Final Terms. Fed Bookentry Notes will
be governed by the laws of the State of New York.

Listing:

Application has been made for Notes issued under the
Program to be listed on the Official List and admitted to
trading on the regulated market of the Luxembourg
Stock Exchange. However, specific Series of Notes may
be listed on the SGX-ST or on other stock exchanges or
may be unlisted. The applicable Final Terms in respectof any Series of Notes will specify whether such Notes
will be unlisted or listed on the Luxembourg Stock
Exchange, the SGX-ST or any other stock exchange.
For so long as any Notes are listed on the SGX-ST andthe rules of the SGX-ST so require, such Notes will be
traded on the SGX-ST in a minimum board lot size of
S$200,000 or its equivalent in other currencies.

Selling Restrictions:

The sale and delivery of Notes, and the distribution of
offering material relating to the Notes, are subject tocertain restrictions in the United States and in certain
other jurisdictions as set forth in this Prospectus and as
may be set forth in the applicable Final Terms. In
particular, the Notes are not required to be registeredunder the United States Securities Act of 1933, as
amended. Bearer Notes may not be offered, sold ordelivered within the United States or to U.S. persons in

16

connection with their primary distribution. See “Plan ofDistribution”.

17

RISK FACTORSThe following section does not describe all the risks (including those relating to each prospective investor’s
particular circumstances) with respect to an investment in the Notes of a particular Series, including the interest rate,exchange rate or other indices, relevant specified currencies, calculation formulae, and redemption, option and otherrights associated with such Notes or when the investor’s currency is other than the Specified Currency of issue or inwhich the payment of such Notes will be made. Prospective investors should refer to and carefully consider theapplicable Final Terms for each particular issue of Notes, which may describe additional risks associated with such
Notes. The risks in the following section and the applicable Final Terms are provided as general information only.
The Corporation disclaims any responsibility to advise prospective investors of such risks as they exist at the date ofthis Prospectus or Final Terms or as such risks may change from time to time. Prospective investors should consult
their own financial and legal advisors about risks associated with an investment in an issue of Notes. Certain Notes,
in particular Structured Notes, are complex financial instruments and may not be suitable for all investors.
Prospective investors should have the financial status and sufficient knowledge and experience in financial andbusiness matters to evaluate the information contained in this Prospectus and the applicable Final Terms and themerits and risks of investing in a particular issue of Notes in the context of their financial position and particular
circumstances. Prospective investors should have the ability and expertise, and/or access to the appropriate analyticalresources to analyze such investment, to evaluate the sensitivity of such investment to changes in economic conditions,interest rate, exchange rate or other indices, the relevant calculation formulae, the redemption, option and otherrights associated with such investment, and other factors which may have a bearing on the merits and risks of suchinvestment, and the suitability of such investment in such investor’s particular circumstances. In addition, prospective
investors should have the financial capacity to bear the risks associated with any investment in such Notes and should
review, among other things, the most recent audited and unaudited financial statements, if any, of the Corporation
incorporated by reference into this Prospectus when deciding whether or not to purchase any Notes. Words andexpressions defined or used in “Terms and Conditions of the Notes” shall have the same meaning in this section.
Notes linked to the performance of interest rate indices are subject to risks not associated with a conventional
debt security and which may result in the loss of principal and/or reduction in the premium and/or interest
payable on Notes.
An investment in Notes the principal or premium of which is determined by reference to one or more interest
rate indices, either directly or inversely, may entail significant risks not associated with similar investments in aconventional debt security, including the risk that the resulting interest rate will be less than that payable on aconventional debt security issued by the Corporation at the same time and that the investor could lose all or asubstantial portion of the principal of its Note or that no premium may be payable thereon. The secondary market forsuch Notes will be affected by a number of factors independent of the creditworthiness of the Corporation and thevalue of the applicable interest rate index or indices, including the volatility of such interest rate index or indices, themethod of calculating the index, principal or premium, the time remaining to the maturity of the Notes, the outstanding
nominal amount of the Notes and market interest rates. The value of any applicable interest rate indices should not betaken as an indication of the future performance of such interest rate indices during the term of any Note.
Notes are subject to exchange rate and exchange control risks if the Investor’s Currency is different from theSpecified Currency.
Notes may be denominated or payable in one of a number of currencies. For investors whose financial activities
are denominated principally in a currency (the “Investor’s Currency”) other than the Specified Currency or whereprincipal of, premium (if any) or interest on Notes is payable by reference to a Specified Currency index other thanan index relating to the Investor’s Currency, an investment in the Notes entails significant risks that are not associatedwith a similar investment in a security denominated in that Investor’s Currency.
Such risks include, without limitation, the possibility of significant changes in the rate of exchange between theSpecified Currency and the Investor’s Currency and the possibility of the imposition or modification of exchange
controls by the country of the Specified Currency or the Investor’s Currency. Such risks generally depend on economic
and political events over which the Corporation has no control. In recent years, rates of exchange have been volatileand such volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that haveoccurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Depreciationof the Specified Currency against the Investor’s Currency would result in a decrease in the Investor’s Currency
equivalent yield on a Note denominated in that Specified Currency, in the Investor’s Currency equivalent value of the18

principal payable at maturity of such Note and generally in the Investor’s Currency equivalent market value of such
Note. An appreciation of the Specified Currency against the Investor’s Currency would have the opposite effect. In
addition, depending on the specified terms of a Note denominated in, or the payment of which is related to the valueof, one or more currencies, changes in exchange rates relating to any of the currencies involved may result in a decreasein such Note’s effective yield and, in certain circumstances, could result in a loss of all or a substantial portion of theprincipal of a Note to the investor.
Governments have imposed from time to time, and may in the future impose, exchange controls which could
affect exchange rates as well as the availability of a Specified Currency at the time of payment of principal, premium(if any) or interest in respect of a Note. Even if there are no actual exchange controls, it is possible that the Specified
Currency for payment on any particular Note may not be available when payments on such Note are due. Condition
6(i) provides that if any payment in respect of any Note is payable in a Specified Currency other than U.S. dollars andeither: (i) payment cannot be made in such Specified Currency or, in the determination of the Determination Agentor, if no Determination Agent has been appointed in respect of the Notes, by an Independent Agent, payment in suchSpecified Currency would be impracticable or require the Corporation to incur material additional costs; or (ii) the
Corporation is prohibited, restricted or limited from converting the Specified Currency into U.S. dollars throughcustomary legal channels, in each case due to any circumstance beyond the control of the Corporation (including forthe reasons specified in Condition 6(i)), the Corporation shall be entitled to satisfy its obligations in respect of suchpayment by making such payment in U.S. dollars on the basis of the spot exchange rate at which the Specified
Currency can be sold in exchange for U.S. dollars, for settlement on the relevant date for payment in respect of theNotes, as determined by the Determination Agent or the Independent Agent (which may be the counterparty under arelated hedging transaction in connection with the Notes) on the related spot fixing day, or if such spot exchange rate
is not available on such date, on the basis of an exchange rate for the relevant currency pair determined by theDetermination Agent or the Independent Agent (which exchange rate may be the exchange rate most recently available
in respect of the currency pair or may be zero). In the event that the exchange rate were to be determined to be zero,
this would result in the loss of the entirety of the principal invested in the Notes by the investor. In addition, theCorporation may, in its sole discretion, postpone payment of the amount due on the relevant date for payment in orderto enable the determination and notification of the exchange rate as contemplated in Condition 6(i) to be made at least
two Business Days prior to the relevant date for payment in respect of the Notes. No interest will accrue in respect ofany such postponement of the relevant date for payment.
Notes may not be a suitable investment for all investors seeking exposure to assets with certain sustainability
characteristics.
While the net proceeds from the sale of Notes will be used by the Corporation for the general operations of the
Corporation in accordance with its Articles of Agreement, including to finance eligible projects, the Notes may notsatisfy an investor’s requirements where such investor seeks to invest in assets with certain sustainability
characteristics. In particular, no assurance is given by the Corporation that the use of such proceeds for any eligible
projects will satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards
any investment criteria or guidelines with which such investor or its investments are required to comply, whether by
any present or future applicable law or regulations or by its own by-laws or other governing rules or investment
portfolio mandates.
No assurance is or can be given to investors that any projects or uses the subject of, or related to, any eligible
projects will meet any or all investor expectations regarding such “sustainable” or other equivalently-labelled
performance objectives or that any adverse environmental, social and/or other impacts will not occur during theimplementation by the borrower or any other implementing entity of any projects or uses the subject of, or related to,any eligible projects.
Furthermore, it should be noted that there is currently no clearly-defined definition (legal, regulatory orotherwise) of, nor market consensus as to what constitutes, a “sustainable” or an equivalently-labelled project or as towhat precise attributes are required for a particular project to be defined as “sustainable” or such other equivalent label
and if developed in the future, Notes may not comply with any such definition or label. There can be no assurance thatthe net proceeds from the sale of any particular Tranche of Notes will be totally or partially disbursed for eligible
projects within the term of such Notes. Not all eligible projects will be completed within the specified period or withthe results or outcome as originally expected or anticipated by IFC and some planned eligible projects might not becompleted at all.

19

Each potential purchaser of the Notes should determine for itself the relevance of the information contained inthis Prospectus regarding the use of proceeds and its purchase of the Notes should be based upon such investigation
as it deems necessary.
Structured Notes are subject to risks that are not associated with a conventional debt security including changes
in interest rates and exchange rates which may result in the loss of principal and/or reduction in the premium
and/or interest payable on Structured Notes.
An investment in a Structured Note issued by the Corporation entails risks (which may be significant) not
associated with an investment in a conventional debt security issued by the Corporation. A “Structured Note” is a
Note with principal, premium (if any) or interest determined by reference to one or more currencies or currency units(including exchange rates and swap indices between currencies or currency units), one or more interest rate indices,
stock market indices, commodity indices or other indices or other formulae, reference items or variables (each an“Applicable Index”) (other than a single conventional interest rate index or formula) and which may incorporate
features such as embedded options, caps or floors referencing one or more currencies or currency units or Applicable
Indices.
Structured Notes are subject to greater volatility than investments in conventional debt securities.
An Applicable Index may be subject to significant changes, and the risk that changes in an Applicable Index
may not correlate with changes in interest rates or exchange rates generally or with changes in other indices, reference
items or variables; that two or more indices, formulae, reference items or variables that may be expected to move intandem or in any other relation to each other may unexpectedly converge or diverge or otherwise not move as expected;that the resulting interest rate may be less than that payable on a conventional debt security issued by the Corporation
at the same time or that no interest may be payable; that the repayment of principal may occur at times other than that
expected by the investor; that the investor may lose a substantial portion of the principal of its Note (whether payableat maturity, upon redemption or otherwise); and that the amount of premium based on appreciation rights payable may
be substantially less than anticipated or that no such premium is payable.
Structured Notes may be subject to the effects of currency devaluations and the imposition or modification of
exchange controls by authorities with jurisdiction over a relevant currency (as discussed under “Risk Factors — Notes
are subject to exchange rate and exchange control risks if the Investor's Currency is different from the Specified
Currency”). Such risks generally depend on a number of factors, including financial, economic and/or political events
over which the Corporation has no control. As a result, such Notes may have more volatile performance results thanfor conventional debt securities issued by the Corporation.
In addition, if an Applicable Index used to determine the amount of interest payable contains a spread or margin
multiplier or if the Applicable Index used to determine the principal, premium (if any) or interest payable is subject tosome other leverage factor, the effect of any change in such Applicable Index on the principal, premium (if any) orinterest may be magnified. If an Applicable Index includes, or is subject to, a maximum (“cap”) or minimum (“floor”)
interest rate limitation, the interest or principal payable on such Structured Note may be less than that payable on aconventional debt security issued by the Corporation at the same time. Two issues of Structured Notes issued at thesame time and with interest rates determined by reference to the same Applicable Index and otherwise comparable
terms may have different interest rates and yields when issued and thereafter if the frequency of interest rateadjustments for each issue is different. In recent years, certain interest rates, currencies, currency units, exchange rates
and stock market, commodities or other indices have been highly volatile and such volatility may continue in the
future. Fluctuations in any particular interest rate, currency, currency unit, exchange rate or such other index that haveoccurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future.
An investment in Structured Notes that are Capital at Risk Notes may result in a loss.
Investors cannot be assured that the Corporation will make any payment on any Capital at Risk Notes at maturity.
The payment at maturity on Capital at Risk Notes will depend on the features of the particular issue of Capital at Risk
Notes as described in the applicable Final Terms. Because of these features, the amount of cash investors receive atmaturity may be more or less than the amount invested in the Capital at Risk Notes. Accordingly, investors may lose
some or all of their investment. There may not be a minimum amount that the Corporation will pay at maturity;
therefore, investors may lose their entire investment in the Capital at Risk Notes.

20

The security ratings in respect of the Program will not apply to Capital at Risk Notes.
Capital at Risk Notes may not be assigned any security rating or, if rated, they may have a lower security rating
than the Program due to the risk of loss of principal. Whether or not a particular issue of Capital at Risk Notes has an
assigned security rating, investors should be aware that the terms of the Capital at Risk Notes will create a substantial
risk. Investors may lose some or all of their investment regardless of any assigned rating. A security rating is not arecommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any timeby the assigning rating agency.
The yield on Structured Notes may be lower than the yield on a standard debt security of comparable maturity.
The yield that investors will receive on Structured Notes, which could be negative, may be less than the returnthat investors could earn on other investments. Even if the yield on a series of such notes is positive, it may be lessthan the yield of a conventional senior debt security of the Corporation with the same maturity date. The investment
on such notes may not reflect the full opportunity cost to investors when taking into account factors that affect thetime value of money.
In the case of Index-Linked Notes, the timing of changes in the level of an Applicable Index may affect the actual
yield to an investor, even if the average level is consistent with the investor’s expectation. In general, the earlier achange in the level of an Applicable Index occurs, the greater the effect on an investor’s yield. This is especially thecase with Structured Notes providing for repayment of principal at one or more times prior to maturity. As a result,the effect on an investor’s yield of an Applicable Index level that is lower (or higher) during earlier periods than therate anticipated by the investor may not be offset by a later equivalent increase (or reduction). In the case of Capitalat Risk Notes, investors may not receive full payment of principal at maturity.
The market value of the Notes may be affected by any optional redemption feature.
Any optional redemption feature of Notes is likely to affect the market value of such Notes. During any period
in which such Notes are subject to redemption at the option of the Corporation, their market value generally will not
rise substantially above the redemption price because of the increased likelihood of redemption by the Corporation,and this also may be true prior to any such period. The Corporation may be expected to redeem such Notes incircumstances where the Corporation’s cost of borrowing is lower than the interest rate on such Notes. At such times,
an investor generally would not be able to reinvest redemption proceeds at an effective interest rate which is as highas the interest rate on such Notes, and such reinvestment might only be at a significantly lower rate. Investors should
consider the related reinvestment risk in light of other investments that may be available to such investors. A partial
redemption of an issue of Notes also may adversely affect liquidity for the remaining outstanding Notes of such issue.
At the time the terms of Structured Notes are set, they may be worth less than the issue price.
Structured Notes may contain one or more embedded derivatives that determine, in whole or in part, the interest
amounts and the amount, if any, payable at maturity. The estimated value of such Notes at the time the terms of theNotes are set on the trade date may be less than the Issue Price. This difference may be because of fees, costs,
differences in derivatives pricing and other factors.
There may not be an active trading market for Structured Notes.
Structured Notes may not be listed or displayed on any securities exchange or any electronic communications
network. There can be no assurance that a liquid trading market will develop. Even if a secondary market for such
Notes were to develop, it may not provide significant liquidity and transaction costs in any secondary market could
be high. As a result, the difference between bid and asked prices for such Notes in any secondary market could besubstantial. If investors sell their Notes before maturity, they may have to do so at a discount from the Issue Price,
and, as a result, suffer substantial losses. See also discussion under “Risk Factors - There may be no secondary market
for Notes and, even if there is, the value of Notes will be subject to changes in market conditions.”
Investors in Structured Notes should have the ability and expertise, and/or access to appropriate analyticalresources, to analyze quantitatively the effect (or value) of any redemption, cap or floor, or other features ofsuch Structured Notes, and the resulting impact on the value of such Structured Notes.

21

There may be no secondary market for Notes and, even if there is, the value of Notes will be subject to changes
in market conditions.
Notes may not have an established trading market when issued. There can be no assurance of a secondary market
for any Notes or the liquidity of such market if one develops. Consequently, investors may not be able to sell theirNotes readily or at prices that will enable them to realize a yield comparable to that of similar instruments, if any, witha developed secondary market. This is particularly the case for Structured Notes that are especially sensitive to interest
rate, currency or other market risks, that are designed for specific investment objectives, or strategies or that have been
structured to meet the investment requirements of limited categories of investors, which may have a more limited
secondary market and less or no liquidity and may experience more price volatility than conventional debt securities.
Illiquidity may have a severe adverse effect on the market value of Notes.
Depending upon the type of Notes, market conditions and other factors, investors seeking to sell relatively smallor relatively large amounts of Notes may not be able to do so at prices comparable to those that may be available toother investors.
The secondary market for an issue of Notes will also be affected by a number of other factors independent of thecreditworthiness of the Corporation and the value of any Applicable Index. These factors may include the complexityand volatility of such Applicable Index, the method of calculating the principal, premium (if any) or any interest to be
paid in respect of such Notes, the time remaining to the maturity of such Notes, the outstanding amount of such Notes,
any amortization or optional redemption features of such Notes, the amount of other securities linked to such
Applicable Index, the amount of such Notes being sold in the secondary market from time to time, any legal restrictions
limiting demand for such Notes, the availability of comparable securities, and the level, direction and volatility ofmarket interest rates generally. Such factors will also affect the market value of the Notes.
No investor should purchase Notes unless such investor understands and is able to bear the risk that certain Notes
may not be readily saleable, that the value of Notes will fluctuate over time, and that such fluctuations may besignificant and could result in significant losses to such investor. This is particularly the case for investors whose
circumstances may not permit them to hold the Notes until maturity.
In addition to the foregoing considerations, the following additional considerations, among others, relate to theNotes indicated below.
The market value of Notes bearing interest at a variable rate with caps or floors generally are more volatile thanthose of Notes bearing interest at a variable rate linked to the same Applicable Index without caps or floors, especiallywhen the Applicable Index approaches the cap or floor. Similarly, the prices of Notes bearing interest at a variable
rate linked to an Applicable Index containing a rate multiplier or other leverage factor greater than one generally are
more volatile than those for Notes bearing interest at a variable rate linked to the same Applicable Index without sucha rate multiplier or other leverage factor.
In the case of Notes bearing interest at a Floating Rate with an interest rate equal to a fixed rate less a rate based
upon a reference rate, the interest rate will vary in the opposite direction of changes in such reference rate. The pricesof such Notes typically are more volatile than those of conventional floating rate debt securities issued by the
Corporation based on the same reference rate (and with otherwise comparable terms). This increased volatility is dueto the fact that an increase in the Applicable Index not only decreases the interest rate (and consequently the value) ofsuch Note, but also reflects an increase in prevailing interest rates, which further adversely affects the value of such
Note.
In the case of Notes that bear interest at a rate that the Corporation may elect to convert from a Fixed Rate to a
Floating Rate, or from a Floating Rate to a Fixed Rate, the ability of the Corporation to convert the interest rate may
affect the secondary market and the value of such Notes since the Corporation may be expected to elect such
conversion when it would be expected to produce a lower overall cost of borrowing to the Corporation. The change
of interest basis may result in a lower interest return for Noteholders. If the Corporation elects to convert from a Fixed
Rate to a Floating Rate, the Margin may be lower (if being added to the relevant reference rate) or higher (if being
subtracted from the relevant reference rate) than prevailing spreads at the time of such conversion on other floating
rate securities issued by the Corporation with comparable maturities using the same reference rate, and the interest
rate at any time may be lower than that payable on other securities of the Corporation. Conversely, if the Corporationelects to convert from a Floating Rate to a Fixed Rate, the Fixed Rate may be lower than prevailing interest rates onother securities of the Corporation.

22

The prices at which zero coupon instruments, such as Zero Coupon Notes, interest components and, in certain
cases, principal components, trade in the secondary market tend to fluctuate more in relation to general changes ininterest rates than do such prices for conventional interest-bearing securities with comparable maturities. This also is
generally true in the case of other instruments issued at a substantial discount or premium from the nominal amountpayable on such instruments, such as Notes issued at a substantial discount to their nominal amount or Notes issued
with significantly above-market interest rates. Generally, the longer the remaining term of such instruments, thegreater their price volatility as compared to that for conventional interest-bearing securities with comparable
maturities.
Investment in Notes may not be legal for all investors.
Investors should consult their own legal advisors in determining whether and to what extent Notes constitutelegal investments for such investors and whether and to what extent Notes can be used as collateral for various typesof borrowings. In addition, financial institutions should consult their legal advisors or regulators in determining theappropriate treatment of Notes under any applicable risk-based capital or similar rules.
Investors whose investment activities are subject to investment laws and regulations or to review or regulation
by certain authorities may be subject to restrictions on investments in certain types of debt securities, which may
include Notes. Investors should review and consider such restrictions prior to investing in Notes.
The conditions of the Notes contain provisions which may permit their modification without the consent of all
investors.
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting
their interests generally. These provisions permit defined majorities to bind all Noteholders, including Noteholders
who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
At such a meeting, a certain majority of Noteholders can, among other things, approve amendments to the maturity
date of the Notes, reduce their nominal amount or redemption amount, amend the dates of payment of interest or theinterest rates and vary the currency or currencies of payment or denomination of the Notes.
The value of the Notes could be adversely affected by a change in law or administrative practice.
The Final Terms of each Series of Notes will specify the governing law of such Notes. No assurance can begiven as to the impact of any possible judicial decision or change to applicable law or administrative practice after thedate of the applicable Final Terms and any such change could materially adversely impact the value of the Notes
affected by it.
Investors who hold less than the minimum Specified Denomination, if applicable, may be unable to sell theirNotes and may be adversely affected if Notes in definitive form are subsequently required to be issued.
In relation to any issue of Bearer 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 inamounts 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 principal amount of lessthan the minimum Specified Denomination will not be able to sell such holding without first purchasing a principal
amount of Notes at or in excess of the minimum Specified Denomination. Further, a Noteholder who, as a result of
trading such amounts, holds a principal amount of less than the minimum Specified Denomination will not receive a
Definitive Bearer Note in respect of such holding (should definitive Notes be printed) and would need to purchase aprincipal amount of Notes such that it holds an amount equal to one or more Specified Denominations.
Holders of Notes held through DTC, Euroclear and Clearstream, Luxembourg, CDP, the Federal Reserve
Banks or any other clearing system, as the case may be, must rely on procedures of those clearing systems toeffect transfers of Notes, receive payments in respect of Notes and vote at meetings of Noteholders.
Notes issued under the Program to be held through DTC or Euroclear and Clearstream, Luxembourg will be
represented on issue by one or more Global Notes or Global Certificates, as the case may be, that may be deposited
with a Common Depositary or Common Safekeeper for Euroclear and Clearstream, Luxembourg or may be deposited
with a nominee for DTC. Except in the circumstances described in each Global Note or Global Certificate, investors
will not be entitled to receive Notes in definitive form. Each of DTC, Euroclear and Clearstream, Luxembourg andtheir respective direct and indirect participants will maintain records of the beneficial interests in each Global Note
held through it. In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be23

held by or on behalf of CDP in the form of a Global Note for persons holding the Notes in securities accounts with
CDP (“Depositors”). Delivery and transfer of Notes between Depositors is by electronic book-entries in the recordsof CDP only, as reflected in the securities accounts of Depositors. While the Notes are represented by a Global Noteor Global Certificate, investors will be able to trade their beneficial interests only through the relevant clearing systems
and their respective participants.
While the Notes are represented by Global Notes or Global Certificates, the Corporation will discharge its
payment obligation under the Notes by making payments through the relevant clearing systems. A holder of abeneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevant clearing system
and its participants to receive payments under the Notes. The Corporation has no responsibility or liability for therecords relating to, or payments made in respect of, beneficial interests in any Global Note or Global Certificate.
Holders of beneficial interests in a Global Note or Global Certificate will not have a direct right to vote in respectof the Notes so represented. Instead, such holders will be permitted to act only to the extent that they are enabled by
the relevant clearing system and its participants to appoint appropriate proxies.
Although CDP has established procedures to facilitate transfer of interests in the Notes in global form among
Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may bediscontinued at any time.
On initial issue, all Notes denominated and payable in U.S. dollars which will be cleared and settled through theFederal Reserve Banks will be issued in uncertificated bookentry form only through the Federal Reserve Bank of New
York and held by Holding Institutions (as defined in “Clearance and Settlement”) designated by the relevant Dealer(s).
Federal Reserve Banks will be responsible only for maintaining the bookentry accounts of Holding Institutions,effecting transfers on their books and ensuring that payments from the Corporation, through the Federal Reserve Bankof New York, are credited to appropriate Holding Institutions. With respect to Fed Bookentry Notes, Federal Reserve
Banks will act only on the instructions of Holding Institutions for which they maintain such Fed Bookentry Notes.
The Federal Reserve Banks will not record pledges of Fed Bookentry Notes.
In respect of Notes held through any other clearing system, investors will have to rely on the procedures of suchclearing system for payment of interest and principal on their Notes. Furthermore, investors should also consider any
legal risks that may be applicable to them as a result of how their holding of, or beneficial interest in, Notes will berecorded and legally recognised, procedures for the transfer of their Notes and also for the exercise of voting rights.
Future discontinuance of certain benchmark rates may adversely affect the value of Floating Rate Notes which
are linked to or which reference any such benchmark rate.
Interest rates and indices which are deemed to be “benchmarks”, are the subject of national and international
regulatory guidance and proposals for reform. Some of these reforms are already effective whilst others are still to be
implemented. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely,or have other consequences which cannot be predicted. Any such consequence could have a material adverse effecton the value or liquidity of, and the amount payable under, any Notes referencing such a benchmark.
Regulation aimed at the provision of benchmarks by benchmark administrators, the contribution of input data
to a benchmark and the use of a benchmark by certain entities within a particular jurisdiction could have a material
impact on any Notes linked to or referencing a benchmark, in particular if the methodology or other terms of thebenchmark are changed in order to comply with the requirements of such regulation. Such changes could, among otherthings, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of therelevant benchmark.
More broadly, any of the international or national reforms, or the general increased regulatory scrutiny ofbenchmarks, could increase the costs and risks of administering or otherwise participating in the setting of abenchmark and complying with any such regulations or requirements.
Such factors may have (without limitation) the following effects on certain benchmarks: (i) discouraging market
participants from continuing to administer or contribute to a benchmark; (ii) triggering changes in the rules or
methodologies used in the benchmark and/or (iii) leading to the disappearance of the benchmark. Any of the abovechanges or any other consequential changes as a result of international or national reforms or other initiatives orinvestigations, could have a material adverse effect on the value of and return on any Notes linked to, referencing, orotherwise dependent (in whole or in part) upon, a benchmark.

24

Investors should be aware that, if a benchmark rate were discontinued or otherwise unavailable (a “Benchmark
Event”), the rate of interest on Floating Rate Notes which are linked to or which reference such benchmark rate will
be determined for the relevant period by the fall-back provisions applicable to such Notes as set forth in the Final
Terms. If, following the occurrence of a Benchmark Event, no successor or alternative reference rate is determined,
the ultimate fallback for determining the rate of interest for a particular Interest Period or Interest Accrual Period may
result in the rate of interest for the last preceding Interest Period or Interest Accrual Period being used. This may resultin the effective application of a fixed rate for Floating Rate Notes based on the rate which was last observed on the
Relevant Screen Page for the purposes of determining the rate of interest in respect of an Interest Period or an Interest
Accrual Period (as applicable).
In addition, due to the uncertainty concerning the availability of successor and alternative reference rates, therelevant fallback provisions may not operate as intended at the relevant time. Determinations of successor oralternative reference rates may be made without the consent of the Noteholders and could have unexpected commercial
consequences, and there can be no assurance that, due to the particular circumstances of each Noteholder, any suchdetermination will be favorable to each Noteholder. Any such consequences could have a material adverse effect on
the value of and return on any such Notes.

Changes in creditworthiness of the Corporation's clients may affect the financial condition of the Corporation.
As described in more detail in the Corporation’s Information Statement, the Corporation is an experienced
supranational organization providing financing and financial services primarily to the private sector in developing
countries that are members of the Corporation. The Corporation’s principal investment products are loans, equity
investments, debt securities and guarantees. The Corporation’s disbursed investment portfolio is diversified bycountry, region, industry, sector and project type, and it operates under a comprehensive enterprise risk management
framework which is designed to enable the prudent management of financial and reputational impacts that originate
from the Corporation’s business activities. The value of the Corporation’s investments, and the financial returns onthem, are subject to the risk of adverse changes in the financial condition of the Corporation’s clients, which may arise
from factors specific to a particular client or industry or from changes in the macroeconomic environment or thefinancial markets in the countries in which a client operates. Such adverse changes could require the Corporation torecognize write-downs or realize impairment charges, any of which may adversely affect its financial condition.
Adverse financial and credit market conditions may significantly affect the Corporation's ability to accessinternational debt markets, on which Corporation relies as its primary source of funding.
The Corporation raises virtually all of the funds for its lending and debt security investment activities throughthe issuance of debt obligations in the international capital markets, while maintaining a small borrowing window
with IBRD. The Corporation diversifies its borrowings by currency, country, source and maturity to provide flexibility
and cost effectiveness.
Disruptions, uncertainty or volatility in financial markets may limit the Corporation's ability to issue securities,
most notably longer-dated debt securities, in the international markets at a cost that is acceptable to the Corporation.
These market conditions may limit the Corporation's ability to replace, in a timely manner, maturing liabilities andaccess the funding necessary to carry on its activities. As such, the Corporation may decide to issue securities withshorter tenors than it prefers, or pay higher interest rates, thereby increasing the Corporation's interest expense andsignificantly reducing its financial flexibility.
If the Corporation is unable to source appropriate funding, it may also be forced to reduce its activities or begin
to sell liquid securities, which may have an adverse effect on its financial position.

25

TERMS AND CONDITIONS OF THE NOTESThe following is the text of the terms and conditions (the “Conditions” and each a “Condition”) that, subject tocompletion and amendment and as supplemented or varied in accordance with the provisions of Part A of theapplicable Final Terms, will apply to the Notes referred to in such Final Terms. If Notes are to be printed in definitive
form either (i) the full text of these Conditions together with the relevant provisions of the Final Terms or (ii) these
Conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of nonapplicable provisions), shall be endorsed on the Definitive Bearer Notes (as defined below) or on the Certificates (asdefined below) relating to such Registered Notes (as defined below).
The Bearer Notes and the Registered Notes (each as defined in Condition 1(a)) are issued pursuant to an
Amended and Restated Global Agency Agreement (as amended or supplemented as at the date of issue of the Notes(the “Issue Date”)), dated as of October 3, 2023 (the “Global Agency Agreement”) between the Corporation, Citibank,N.A., London Branch, as global agent and the other agents named therein (if any) and, in the case of Bearer Notes to
be cleared through The Central Depository (Pte) Limited (“CDP”), as supplemented by the Amended and RestatedSupplemental Agency Agreement dated as at October 11, 2021 (the “Supplemental Agency Agreement”) between the
Corporation and Citicorp Investment Bank (Singapore) Limited, as Singapore paying agent, and the other agent named
therein and, in the case of Bearer Notes and Registered Notes governed by English law, with the benefit of an Amended
and Restated Deed of Covenant (as amended or supplemented as at the Issue Date, the “Deed of Covenant”) dated asof October 11, 2021 executed by the Corporation in relation to such Notes. The original executed Deed of Covenant
is held by the global agent. The Global Agency Agreement includes forms of the Notes (other than Fed Bookentry
Notes (as defined in Condition 1(a)) and Notes cleared through CDP) and the receipts (if any) for the payment of
instalments of principal (the “Receipts”) relating to Notes in bearer form of which the principal is payable ininstalments, the coupons (if any) attaching to interest-bearing Notes in bearer form (the “Coupons”) and the talons (ifany) for further Coupons relating to such Notes (the “Talons”). The global agent, the Singapore paying agent, thepaying agents, the registrar, the transfer agents, the exchange agent(s), the determination agent(s) and the calculation
agent(s) are referred to below respectively as the “Global Agent”, the “Singapore Paying Agent”, the “Paying Agents”(which expression shall also include the Global Agent, the Singapore Paying Agent and such additional paying agents
the Corporation may appoint from time to time or in connection with particular issues of Notes), the “Registrar”, the“Transfer Agents”, the “Exchange Agent(s)”, the “Determination Agent(s)” and the “Calculation Agent(s)” (which
expressions shall include their respective successors and any additional agents appointed as such by the Corporationfrom time to time). The Global Agent, the Registrar, the Transfer Agent, the Exchange Agent(s), the Determination
Agent(s), the Calculation Agent(s) and the Federal Reserve Bank of New York are together referred to herein as the“Agents”. Unless otherwise specified in these Conditions, the Calculation Agent will be Citibank, N.A., London
Branch. The Noteholders (as defined below), the holders (the “Couponholders”) of Coupons and, where applicable inthe case of such Notes, Talons, and the holders of Receipts are bound by and are deemed to have notice of all of theprovisions of the Global Agency Agreement, the Supplemental Agency Agreement (if applicable to the relevantNotes), the Deed of Covenant and the Final Terms relevant to such Notes. Copies of the Global Agency Agreement,
Supplemental Agency Agreement and the Deed of Covenant are available for inspection or collection by Noteholders
upon reasonable request at the specified offices of each of the Global Agent, the Registrar and the Transfer Agentsduring normal business hours or may be provided by email to a Noteholder following their prior written request to the
Global Agent and provision of proof of holding and identity (in a form satisfactory to the Global Agent).
The Fed Bookentry Notes are issued in accordance with a uniform fiscal agency agreement effective as of July20, 2006 (as amended and supplemented from time to time, the “Fiscal Agency Agreement”) and made between the
Corporation and the Federal Reserve Bank of New York, as fiscal and paying agent (the “Fiscal Agent”). Copies of
the Fiscal Agency Agreement are available for inspection at the specified offices of the Fiscal Agent.
In these Conditions, “Noteholder” means the bearer of any Bearer Note and the Receipts relating to it or theFederal Reserve Bank of New York for Fed Bookentry Notes or the person in whose name a Registered Note isregistered, and “holder” (in relation to a Bearer Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note,
Receipt, Coupon or Talon or, in relation to a Fed Bookentry Note, the Federal Reserve Bank of New York or, in
relation to a Registered Note, the person in whose name a Registered Note is registered, as the case may be.
For Notes which are not Definitive Bearer Notes, Fed Bookentry Notes or individually certificated Registered
Notes represented by Certificates (each as defined in Condition 1(a)), references in these Conditions to terms specified
on a Note or specified hereon shall be deemed to include references to terms specified in the applicable Final Terms
issued in respect of a particular issue of Notes of which such Note forms a part (each a “Final Terms”) and which will26

be attached to such Note. For Notes which are Fed Bookentry Notes, references in these Conditions to terms specified
on a Fed Bookentry Note or specified hereon shall be deemed to be references to the Final Terms applicable to such
Fed Bookentry Note.
These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of theapplicable Final Terms in relation to such Series. All capitalized terms that are not defined in these Conditions will
have the meanings given to them in the applicable Final Terms.
1.

Form, Denomination, Title and Specified Currency(a)Form: Each issue of Notes of which this Note forms a part (the “Notes”) is issued as:(i)bearer notes (“Bearer Notes”) in the nominal amount of a Specified Denomination (as defined in
Condition 1(b));(ii)

uncertificated bookentry notes (“Fed Bookentry Notes”) in the nominal amount of a Specified
Denomination; and/or(iii)

registered notes (“Registered Notes”) in the nominal amount of a Specified Denomination,as specified on such Note, and these Conditions must be read accordingly. An issue of Notes may comprise Bearer
Notes only, Registered Notes only, or Fed Bookentry Notes only.
Bearer Notes may be issued in global form and/or definitive bearer form (“Definitive Bearer Notes”). Bearer
Notes in definitive form are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached,
except in the case of Notes that do not bear interest, in which case references to interest (other than in relation tointerest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Any Bearer Note thenominal amount of which is redeemable in instalments is issued with one or more Receipts attached.
Registered Notes are represented by registered certificates (“Certificates”) in global and/or definitive form.
Except as provided in Condition 2(c), one Certificate (including Certificates in global form) representing the aggregate
nominal amount of Registered Notes held by the same holder will be issued to such holder, unless more than one
Certificate is required for clearance and settlement purposes. Each Certificate will be numbered serially with an
identifying number, which will be recorded in the register (the “Register”) kept by the Registrar.
(b)

Denomination: “Specified Denomination” means the denomination or denominations specified on such(c)Title:

Note.

(i)

Title to Bearer Notes and Receipts, Coupons and Talons shall pass by delivery.

(ii)

The Corporation may deem and treat the Federal Reserve Bank of New York, in respect of all Fed
Bookentry Notes, as the absolute owner thereof for all purposes whatsoever notwithstanding any
notice to the contrary and all payments to or on the order of the Federal Reserve Bank of New Yorkand such registered owner, respectively, shall be valid and effective to discharge the liability of the
Corporation with respect to such Fed Bookentry Notes to the extent of the sum or sums so paid. As
custodian of Fed Bookentry Notes, the Federal Reserve Bank of New York may deem and treat
other Federal Reserve Banks and Branches and Holding Institutions (as defined below) located in
the Second Federal Reserve District holding any Fed Bookentry Notes as the absolute owner
thereof for all purposes whatsoever notwithstanding any notice to the contrary; and all payments
to or on the order of such Federal Reserve Banks or Branches or Holding Institutions, as the casemay be, shall be valid and effective to discharge the liability of the Corporation with respect tosuch Fed Bookentry Notes to the extent of the sum or sums paid. A “Holding Institution” is a
depositary or other designated institution that has an appropriate bookentry account with a Federal
Reserve Bank or Branch.
The Corporation, the Global Agent, the Paying Agents, the Registrar and the Transfer Agents shallbe entitled to deem and treat the bearer of any Bearer Note, Receipt, Coupon or Talon, or theFederal Reserve Bank of New York for Fed Bookentry Notes, or the registered holder of any
Registered Note, to be the absolute owner thereof for the purpose of making payments and for allother purposes, whether or not such Bearer Note, Receipt, Coupon or Talon, Fed Bookentry Noteor Registered Note is overdue and regardless of any notice of ownership, trust or an interest therein,
27

any writing thereon (or on the Certificate representing it) or any notice of any previous theft orloss thereof (or of the related Certificate), and all payments on a Note or Coupon to such holder
shall be deemed valid and effectual to discharge the liability of the Corporation in respect of such
Note or Coupon to the extent of the sum or sums so paid.
(iii)

Title to Registered Notes shall pass by registration in the Register in accordance with the provisionsof the Global Agency Agreement or otherwise in accordance with applicable law.

(d) Specified Currency: The Specified Currency of any Note is as specified hereon. Unless otherwise
specified hereon, all payments of principal and interest in respect of a Note shall be made in the Specified Currency.
2.

Transfers of Notes; No Exchange of Notes(a)Transfers:(i)

Subject as provided in Condition 2(g), Registered Notes may be transferred in whole or in part ina Specified Denomination upon the surrender (at the specified office of the Registrar or any
Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together
with the form of transfer endorsed on such Certificate duly completed and executed. In the case ofa transfer of part only of Registered Notes represented by one Certificate, a new Certificate shallbe issued to the transferee in respect of the part transferred and a further new Certificate in respectof the balance of the interest in the Notes not transferred shall be issued to the transferor. In thecase of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a
new Certificate representing the transferee’s aggregate interest in the Notes shall only be issued
against surrender of the Certificate representing its existing interest in the Notes.

(ii)

Registered Notes may not be exchanged for Bearer Notes.

(b) Transfer of Fed Bookentry Notes: Fed Bookentry Notes may be transferred between Holding Institutions,in Federal Reserve Districts where the respective Federal Reserve Banks have adopted appropriate procedures, inaccordance with such procedures. Fed Bookentry Notes may not be exchanged for Registered Notes or for Bearer
Notes.
(c) Partial Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of a partial
redemption (in respect of an exercise of the Corporation’s or the Noteholder’s option or otherwise) of Registered
Notes represented by a single Certificate, a new Certificate in respect of the balance of the interest in any such
Registered Notes not redeemed shall be issued to the holder to reflect the exercise of such option. In the case of apartial exercise of an option (other than in respect of optional redemption), one or more new Certificates may be issued
to the relevant holders reflecting such exercise. New Certificates shall only be issued against surrender of the existing
Certificates to the Registrar or any Transfer Agent.
(d) No Exchange of Bearer Notes: Bearer Notes of one Specified Denomination may not be exchanged for
Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes.
(e) Delivery of New Certificates and Notes: New Certificate(s) or Note(s) issued upon any transfer, exchange,
partial redemption or partial exercise of options in accordance with this Condition 2 shall be mailed by uninsured postat the risk of the holder entitled to the new Certificate or Note to such address as may be so specified in the request
for transfer or exchange, or in the redemption exercise notice delivered by the holder requesting such transfer,
exchange or partial redemption, to the relevant Transfer Agent, Registrar or Fiscal Agent, as the case may be (inrespect of Registered Notes), or (if no address is so specified) as appears in the Register, or otherwise in accordancewith the customary procedures of the relevant Transfer Agent, the Registrar or the Fiscal Agent, as the case may be,
unless such holder requests otherwise and pays in advance to the relevant Agent the costs of such other method ofdelivery and/or such insurance as it may specify.
(f)Transfer Free of Charge: Registrations of transfers of Certificates shall be effected without charge by oron behalf of the Corporation, the Registrar or the Transfer Agents, provided that the transferor or holder shall bear the
expense of the issue and delivery of any Registered Note and shall make any payment of any tax or other governmental
charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer
Agent may require).
(g) Closed Periods: No transfer of a Registered Note will be effected (i) on the day immediately preceding
the due date for any payment of principal, redemption amount or premium (if any) in respect of that Note, (ii) during
28

the notice period immediately preceding any date on which Notes may be called for redemption by the Corporation atits option pursuant to Condition 5(d), (iii) after any such Note has been called for redemption or (iv) during the period
starting on the day immediately preceding any Record Date (as defined in Condition 6(c)) and ending on (andincluding) any such Record Date.
(h) Provisions Concerning Transfers: All transfers of Registered Notes and entries on the Register will bemade in accordance with the relevant procedures of the Registrar. A copy of the relevant procedures will be madeavailable during normal business hours by the Registrar to any holder of a Registered Note upon reasonable request.
3.

Status of Notes

The Notes are direct, unconditional, general and unsecured obligations of the Corporation ranking pari passu
and without any preference among themselves and pari passu with all other outstanding unsecured and unsubordinatedobligations for borrowed money of the Corporation.
THE NOTES ARE NOT OBLIGATIONS OF ANY OTHER WORLD BANK GROUP ENTITY,
INCLUDING THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND
THE INTERNATIONAL DEVELOPMENT ASSOCIATION, OR OF ANY GOVERNMENT.
4.

Interest(a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amountfrom and including the Interest Commencement Date at the rate per annum 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 inaccordance with Condition 4(h).
(b)

Interest on Floating Rate Notes and Index-Linked Notes:(i)Interest Payment Dates:
Each Floating Rate Note and Index-Linked Note bears interest on its outstanding nominal amountfrom and including the Interest Commencement Date at the rate per annum (expressed as apercentage) 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
4(h). Such Interest Payment Date(s) is/are either specified hereon as Specified Interest Payment
Dates or, if no Specified Interest Payment Date(s) is/are specified hereon, Interest Payment Dateshall mean each date which falls the number of months or other period specified hereon as theInterest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment
Date, after the Interest Commencement Date.

(ii)

Business Day Convention:
If any date referred to in these Conditions that is specified to be subject to adjustment in accordancewith a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if
the Business Day Convention specified is (A) the Floating Rate Business Day Convention, suchdate shall be postponed to the next day that is a Business Day unless it would thereby fall into thenext calendar month, in which event (x) such date shall be brought forward to the immediately
preceding Business Day and (y) each subsequent such date shall be the last Business Day of themonth in which such date would have fallen had it not been subject to adjustment, (B) the
Following Business Day Convention, such date shall be postponed to the next day that is a Business
Day, (C) the Modified Following Business Day Convention, such date shall be postponed to thenext day that is a Business Day unless it would thereby fall into the next calendar month, in which
event such date shall be brought forward to the immediately preceding Business Day or (D) thePreceding Business Day Convention, such date shall be brought forward to the immediately
preceding Business Day.

(iii)

Rate of Interest for Floating Rate Notes:
The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be
determined in the manner specified hereon.

29

(x)

Where Screen Rate Determination is specified hereon as the manner in which theRate of Interest is to be determined, the Rate of Interest for each Interest Accrual
Period will, subject as provided below, be either:(1)

the offered quotation; or(2)

the arithmetic mean of the offered quotations,(expressed as a percentage rate per annum) for the Reference Rate which appears orappear, as the case may be, on the Relevant Screen Page as at the Relevant Time in
the Relevant Financial Centre on the Interest Determination Date in question as
determined by the Calculation Agent. If five or more of such offered quotations areavailable on the Relevant Screen Page, the highest (or, if there is more than one suchhighest quotation, one only of such quotations) and the lowest (or, if there is morethan one such lowest quotation, one only of such quotations) shall be disregarded by
the Calculation Agent for the purpose of determining the arithmetic mean of suchoffered quotations.
(y)

(iv)

If the Rate of Interest cannot be determined in accordance with the foregoingprovisions of paragraph (x) above, the Rate of Interest shall be determined as at thelast preceding Interest Determination Date (though substituting, where a different
Margin or Maximum or Minimum Rate of Interest is to be applied to the relevantInterest Accrual Period from that which applied to the last preceding Interest Accrual
Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevantInterest Accrual Period, in place of the Margin or Maximum or Minimum Rate ofInterest relating to that last preceding Interest Accrual Period) or if there is no suchpreceding Interest Determination Date, the initial Rate of Interest applicable to such
Notes on the Interest Commencement Date (though substituting, where a different
Margin or Maximum or Minimum Rate of Interest is to be applied to the relevantInterest Accrual Period from that which applied to the last preceding Interest Accrual
Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevantInterest Accrual Period, in place of the Margin or Maximum or Minimum Rate ofInterest relating to that last preceding Interest Accrual Period).

Linear Interpolation:
Where Linear Interpolation is specified as applicable in respect of an Interest Period in theapplicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the
Calculation Agent by straight line linear interpolation by reference to two rates based on therelevant Reference Rate (where Screen Rate Determination is specified as applicable in theapplicable Final Terms), one of which shall be determined as if the Designated Maturity were theperiod of time for which rates are available next shorter than the length of the relevant Interest
Period and the other of which shall be determined as if the Designated Maturity were the periodof time for which rates are available next longer than the length of the relevant Interest Period
provided however that if there is no rate available for a period of time next shorter or, as the casemay be, next longer then the Rate of Interest for such Interest Period shall be calculated as if Linear
Interpolation were not applicable.
“Designated Maturity” means, in relation to Screen Rate Determination, the period of time
designated in the Reference Rate.

(v)

Rate of Interest for Index-Linked Notes:
The Rate of Interest in respect of Index-Linked Notes for each Interest Accrual Period shall be
determined in the manner specified hereon and interest will accrue by reference to an Index or
Formula as specified hereon.

(c) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayableprior to the Maturity Date, the amount due and payable prior to the Maturity Date shall be the Early Redemption
Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shallbe a rate per annum (expressed as a percentage) equal to the Amortization Yield (as described in Condition 5(c)(ii)).
30

(d) Dual Currency Notes: In the case of Dual Currency Notes, if the rate or amount of interest fails to be
determined by reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or amount ofinterest payable shall be determined in the manner specified hereon.
(e) Partly Paid Notes: In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon
Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified
hereon.
(f)
Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless,upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (aswell after as before judgment) at the Rate of Interest in the manner provided in this Condition 4 to the Relevant Date(as defined in Condition 8).
(g) Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts andRounding:(i)

If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more Interest
Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or theRates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated inaccordance with (b) above by adding (if a positive number) or subtracting the absolute value (if anegative number) of such Margin subject always to the next paragraph;(ii)

If any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption Amount is
specified hereon, then any Rate of Interest, Instalment Amount or Redemption Amount shall be
subject to such maximum or minimum, as the case may be;(iii)

For the purposes of any calculations required pursuant to these Conditions (unless otherwise
specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to thenearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all
figures shall be rounded to seven significant figures (with halves being rounded up) and (z) all
currency amounts that fall due and payable shall be rounded to the nearest unit of such currency(with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest
yen. For these purposes “unit” means the lowest amount of such currency that is available as legal
tender in the country(ies) of such currency(h) Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any
Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon,
and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its
calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation
Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated inaccordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amountof interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts
payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required
to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for whichinterest is required to be calculated. If the Calculation Amount is not specified hereon, the Calculation Amount shallequal the minimum Specified Denomination.
(i)
Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early
Redemption Amounts, Optional Redemption Amounts and Instalment Amounts: The Calculation Agent shall, as soon
as practicable on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any
quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the
relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional
Redemption Amount or Instalment Amount, obtain such quotation or make such determination or calculation, as thecase may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevantInterest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount,
Optional Redemption Amount or any Instalment Amount to be notified to the Global Agent, Fiscal Agent (ifapplicable), the Corporation, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in
respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed
on a stock exchange and the rules of such exchange or other relevant authority (or listing agent, as the case may be)
so require, such exchange or other relevant authority as soon as possible after their determination but in no event later31

than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification
to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after
such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to
Condition 4(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended(or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or
shortening of the Interest Period. If the Notes become due and payable under Condition 9, the accrued interest and theRate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordancewith this Condition but no publication of the Rate of Interest or the Interest Amount so calculated needs to be made.
The determination of any rate or amount, the obtaining of each quotation and the making of each determination or
calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.
(j)
Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shallhave the meanings set out below:“Business Day” means:(i)in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which
commercial banks and foreign exchange markets settle payments in the principal financial centre forsuch currency; and/or(ii)

in the case of euro, a day on which T2 is open for the settlement of payments in euro (a “TARGET
Business Day”); and/or(iii)

in the case of a currency and/or one or more Business Centres, a day (other than a Saturday or a
Sunday) on which commercial banks and foreign exchange markets settle payments in such currency
in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres.

“Day Count Fraction” means, in respect of the calculation of an Interest Amount on any Note for any periodof time (from and including the first day of such period to but excluding the last) (whether or notconstituting an Interest Period or an Interest Accrual Period, the “Calculation Period”):(i)if “Actual/Actual” or “Actual/Actual - ISDA” is specified hereon, the actual number of days in the
Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year,
the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap
year divided by 366 and (B) the actual number of days in that portion of the Calculation Period fallingin a non-leap year divided by 365);(ii)

if “Actual/365 (Fixed)” is specified hereon, the actual number of days in the Calculation Period
divided by 365;

(iii)

if "Actual/365 (Sterling)" is specified hereon, the actual number of days in the Interest Period divided
by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iv)

if “Actual/360” is specified hereon, the actual number of days in the Calculation Period divided by
360;

(v)

if “30/360”, “360/360” or “Bond Basis” is specified hereon, the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =[360 × (Y2 − Y1 )] + [30 × (M2 − M1 )] + (D2 − D1 )360

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period
falls;“M2” is the calendar month, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;
32

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number
would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D 2
will be 30;(vi)

if “30E/360” or “Eurobond Basis” is specified hereon, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
Day Count Fraction =[360 × (Y2 − Y1 )] + [30 × (M2 − M1 )] + (D2 − D1 )360

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period
falls;“M2” is the calendar month, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number
would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31, in which case D 2 will be 30;(vii)

if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Period divided by360, calculated on a formula basis as follows:
Day Count Fraction =[360 × (Y2 − Y1 )] + [30 × (M2 − M1 )] + (D2 − D1 )360

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period
falls;“M2” is the calendar month, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day
is the last day of February or (ii) such number would be 31, in which case D 1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii)such number would be 31, in which case D2 will be 30;(viii)

if “Actual/Actual-ICMA” is specified hereon,(a)if the Calculation Period is equal to or shorter than the Determination Period during which it
falls, the number of days in the Calculation Period divided by the product of (x) the number ofdays in such Determination Period and (y) the number of Determination Periods normallyending in any year; and(b)

if the Calculation Period is longer than one Determination Period, the sum of:

33

(x)

the number of days in such Calculation Period falling in the Determination Period inwhich it begins divided by the product of (1) the number of days in such Determination
Period and (2) the number of Determination Periods normally ending in any year; and(y)the number of days in such Calculation Period falling in the next Determination Period
divided by the product of (1) the number of days in such Determination Period and (2)the number of Determination Periods normally ending in any year,

where:“Determination Date” means the date specified as such hereon or, if none is so specified, theInterest Payment Date; and“Determination Period” means the period from and including a Determination Date in any
year to but excluding the next Determination Date; or(ix)

in all other cases, such other basis as may be agreed, as specified hereon.

“Euro-zone” means the region comprised of member states of the European Union that adopt the single
currency in accordance with the Treaty on the Functioning of the European Union, as amended.
“IA Determination Cut-off Date” means in any Interest Period, the date that is no later than five Business
Days prior to the Interest Determination Date relating to the immediately following Interest Period.
“Interest Accrual Period” means the period beginning on (and including) the Interest Commencement Dateand ending on (but excluding) the first Interest Period Date and each successive period beginning on (andincluding) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.
“Interest Amount” means:(i)in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount forthat Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise
specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being
payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual
Period forms part; and(ii)

in respect of any other period, the amount of interest payable per Calculation Amount for that period.

“Interest Commencement Date” means the Issue Date or such other date as may be specified hereon.
“Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual Period, thedate specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if
the Specified Currency is Sterling or (ii) the day falling two TARGET Business Days prior to the first dayof such Interest Accrual Period if the Specified Currency is euro.
“Interest Period” means the period specified as such hereon or, if none is so specified, the period beginningon (and including) the Interest Commencement Date and ending on (but excluding) the first Interest
Payment Date and each successive period beginning on (and including) an Interest Payment Date andending on (but excluding) the next succeeding Interest Payment Date.
“Interest Period Date” means each Interest Payment Date unless otherwise specified hereon.
“Rate of Interest” means the rate of interest payable from time to time in respect of this Note and that iseither specified hereon or calculated in accordance with the provisions specified hereon.
“Reference Rate” means the rate specified as such hereon.
“Relevant Financial Centre” means the financial centre(s) specified hereon.
“Relevant Screen Page” means such page, section, caption, column or other part of a particular information
service as may be specified hereon.
“Relevant Time” means the time specified hereon.
“Specified Currency” means the currency specified as such hereon or, if none is specified, the currency inwhich the Notes are denominated.
34

“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.
(k) Calculation Agent: The Corporation shall procure that there shall at all times be one or more Calculation
Agents if provision is made for them in the applicable Final Terms and for so long as any Note is outstanding (asdefined in the Global Agency Agreement). Where more than one Calculation Agent is appointed in respect of theNotes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent
performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such orif the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any
Interest Amount, Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption
Amount, as the case may be, or to comply with any other requirement, the Corporation shall appoint a leading bankor investment banking firm engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index
options market) that is most closely connected with the calculation or determination to be made by the Calculation
Agent (acting through its principal London office or any other office actively involved in such market) to act as suchin its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.
5.

Redemption, Purchase and Options(a) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each Noteshall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unlessotherwise provided, is its nominal amount) or, in the case of a Note falling within paragraph (b) below, its final
Instalment Amount.
(b) Redemption by Instalments: Unless previously redeemed, purchased and cancelled as provided in thisCondition 5, each Note that provides for Instalment Dates and Instalment Amounts shall be partially redeemed oneach Instalment Date at the related Instalment Amount specified hereon. The outstanding nominal amount of eachsuch Note shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated by reference to a
proportion of the nominal amount of such Note, such proportion) for all purposes with effect from the related
Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused, in which case, suchamount shall remain outstanding until the Relevant Date relating to such Instalment Amount.
(c)

Early Redemption Amounts:(i)

Notes Other than Zero Coupon Notes:
The Early Redemption Amount payable in respect of any Note (other than Notes described in (ii)below), upon it becoming due and payable as provided in Condition 9, shall be the Final
Redemption Amount unless otherwise specified hereon.

(ii)

Zero Coupon Notes:(A)

The Early Redemption Amount payable in respect of any Zero Coupon Note, upon it
becoming due and payable as provided in Condition 9, shall be the Amortized Face Amount(calculated as provided below) of such Note unless the Early Redemption Amount is linked
to an index and/or a formula, or unless otherwise specified hereon.

(B)

Subject to the provisions of sub-paragraph (C) below, the Amortized Face Amount of any
such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity
Date discounted at a rate per annum (expressed as a percentage) equal to the Amortization
Yield (which, if none is specified hereon, shall be such rate as would produce an AmortizedFace Amount equal to the Issue Price of the Notes if they were discounted back to their Issue
Price on the Issue Date) compounded annually.

(C)

If the Early Redemption Amount payable in respect of any such Note upon it becoming due
and payable as provided in Condition 9 is not paid when due, the Early Redemption Amountdue and payable in respect of such Note shall be the Amortized Face Amount of such Noteas defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as
though the date on which the Note becomes due and payable were the Relevant Date. The
calculation of the Amortized Face Amount in accordance with this sub-paragraph shallcontinue to be made (both before and, to the extent permitted by applicable law, after
judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity
Date, in which case the amount due and payable shall be the scheduled Final Redemption
35

Amount of such Note on the Maturity Date together with any interest that may accrue inaccordance with Condition 4(c).
Where such calculation is to be made for a period of less than one year, it shall be made on
the basis of the Day Count Fraction specified hereon.
(d) Redemption at the Option of the Corporation: If Call Option is specified hereon as applicable, theCorporation may, on giving not less than 10 nor more than 30 days’ irrevocable notice to the Noteholders (or suchother notice period as may be specified hereon) redeem, all or, if so provided, some, of the Notes on any Optional
Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest
accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amountat least equal to the Minimum Redemption Amount to be redeemed specified hereon (if any) and no greater than the
Maximum Redemption Amount to be redeemed specified hereon (if any).
All Notes in respect of which any such notice is given shall be redeemed on the Optional Redemption Datespecified in such notice in accordance with this Condition.
In the case of a partial redemption of Notes other than Fed Bookentry Notes, the notice to Noteholders shall also
contain the certificate numbers of the Bearer Notes, or, in the case of Registered Notes, shall specify the nominal
amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have beendrawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account ofprevailing market practices, subject to compliance with any applicable laws and stock exchange or other relevant
authority requirements. So long as the Notes are listed on the Luxembourg Stock Exchange or any other stock
exchange and the rules of that stock exchange so require, the Corporation shall, once in each year in which there has
been a partial redemption of the Notes, cause to be published either on the website of the Luxembourg Stock Exchange(www.luxse.com) or in a newspaper having general circulation in Luxembourg or, as specified by such other stock
exchange, a notice specifying the aggregate nominal amount of Notes outstanding and a list of the Notes drawn forredemption but not surrendered. In the case of a partial redemption of Fed Bookentry Notes, each such Note will be
redeemed in the amount of its pro rata share of the aggregate amount of such partial redemption and thereafter shallbe treated as being outstanding as to its unredeemed balance.
(e) Redemption at the Option of Noteholders: If Put Option is specified hereon as applicable, the Corporation
shall, at the option of the holder of any such Note, upon the holder of such Note giving not less than 46 nor more than
60 days’ notice to the Corporation (or such other notice period as may be specified hereon) redeem such Note on the
Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued to the date fixed forredemption.
In the case of a Note which is not a Fed Bookentry Note, to exercise such option the holder must deposit (in thecase of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and unexchanged Talons) withany Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or
any Transfer Agent at its specified office, together with a duly completed option exercise notice (“Exercise Notice”)
in the form obtainable upon request during normal business hours from any Paying Agent, the Registrar or any
Transfer Agent (as applicable) within the notice period. In the case of a Fed Bookentry Note, if the holder wishes toexercise such option, the holder must give notice thereof to the Corporation through the relevant Holding Institution.
No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Fiscal Agency
Agreement or the Global Agency Agreement) without the prior consent of the Corporation.
(f)Automatic Early Redemption: If Automatic Early Redemption is specified hereon as applicable, theCorporation shall redeem all of the Notes on the Optional Redemption Date at their Optional Redemption Amount
together with interest accrued to the date fixed for redemption, in accordance with the provisions specified hereon.
(g) Partly Paid Notes: Partly Paid Notes will be redeemed, whether at maturity, early redemption orotherwise, in accordance with the provisions of this Condition and the provisions specified hereon.
(h) Purchases: The Corporation may at any time purchase or otherwise acquire Notes in the open market orotherwise. Notes purchased or otherwise acquired by the Corporation may be held or resold or, at the discretion of the
Corporation, surrendered to the Global Agent for cancellation (together with (in the case of Definitive Bearer Notes)
any unmatured Coupons, unexchanged Talons or Receipts attached thereto or purchased therewith).
(i)
Cancellation: All Notes purchased by or on behalf of the Corporation may be surrendered forcancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Receipts and36

Coupons and all unexchanged Talons to the Global Agent and, in the case of Registered Notes, by surrendering theCertificate representing such Notes to the Registrar, and, in each case, if so surrendered, shall, together with all Notes
redeemed by the Corporation, be cancelled forthwith (together with all unmatured Receipts and Coupons andunexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not
be reissued or resold and the obligations of the Corporation in respect of any such Notes shall be discharged.
6.

Payments(a)

Bearer Notes:(i)Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, bemade against presentation and surrender of the relevant Receipts (in the case of payments of
Instalment Amounts other than on the due date for redemption and provided that the Receipt ispresented for payment together with its relative Note), Notes (in the case of all other payments ofprincipal and, in the case of interest, as specified in Condition 6(f)(vi)) or Coupons (in the case ofinterest, save as specified in Condition 6(f)(vi)), as the case may be, at the specified office of any
Paying Agent outside the United States by a check payable in the relevant currency drawn on, or,at the option of the holder, by transfer to an account denominated in such currency with, a Bank.
“Bank” means a bank in the principal financial centre for such currency or, in the case of euro, ina city in which banks have access to T2.

(ii)

Notwithstanding the foregoing, if the Specified Currency of any Bearer Notes or payments
thereunder are otherwise to be made in U.S. dollars, payments in respect thereof may be made at
the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i)the Corporation shall have appointed Paying Agents with specified offices outside the United Stateswith the reasonable expectation that such Paying Agents would be able to make payment of theamounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts
at all such offices is illegal or effectively precluded by exchange controls or other similar
restrictions on payment or receipt of such amounts, and (iii) such payment is then permitted by
U.S. law.

Payments of principal, premium (if any) and interest in respect of Bearer Notes represented by a Global
Note in classic global note (“CGN”) form will (subject as provided below) be made in the manner specified
above in relation to Definitive Bearer Notes and otherwise in the manner specified in the relevant Global Noteagainst presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying
Agent. A record of which payment made against presentation or surrender of such Global Note in CGN form,
distinguishing between any payment of principal and any payment of interest, will be made on such Global
Note by such Paying Agent and such record shall be prima facie evidence that the payment in question has beenmade. If the Global Note is in new global note (“NGN”) form, details of each such payment shall be entered
pro rata in the records of the relevant clearing system and in the case of payments of principal, the nominal
amount of the Notes recorded in the records of the relevant clearing system and represented by the Global Note
will be reduced accordingly. Payments under the Global Note in NGN form will be made to its holder. Eachpayment so made will discharge the Corporation’s obligations in respect thereof. Any failure to make the entries
in the records of the relevant clearing system shall not affect such discharge.
(b)

Fed Bookentry Notes:(i)Payments of principal and interest on the Notes will be payable at a designated office or agency of
the Corporation in New York City in U.S. dollars to the holder on the Fed Bookentry Record Date(as defined below), provided that, at the Corporation’s option, principal and interest in respect of
Fed Bookentry Notes may be paid by credit to a Federal Reserve Bank or branch account of Holding
Institutions holding such Fed Bookentry Notes. The Federal Reserve Bank of New York, 33 Liberty
Street, New York, New York 10045, will act as the Fiscal Agent for the Notes pursuant to the Fiscal
Agency Agreement. The “Fed Bookentry Record Date” for the purpose of payment of interest or
principal on the Fed Bookentry Notes shall be as of the close of business at the Fiscal Agent on the
day preceding the due date for payment thereof. If any such day is not a day on which the Fiscal
Agent is open for business, the Fed Bookentry Record Date shall be the next preceding day on
which the Fiscal Agent is open for business.

37

(ii)

(c)

Noteholders will not be entitled to any interest or other payment for any delay after the due date if
any date for payment is not a day on which the Fiscal Agent is open for business, and the Noteholder
will not be entitled to payment until the next following day on which the Fiscal Agent is open forbusiness.

Registered Notes:(i)Payments of principal (which for the purposes of this Condition 6(c) shall include final Instalment
Amounts but not other Instalment Amounts) in respect of Registered Notes shall be made against
surrender of the relevant Certificates at the specified office of any of the Paying Agents or of theRegistrar and in the same manner provided in paragraph (ii) below.

(ii)Interest (which for the purpose of this Condition 6(c) shall include all Instalment Amounts otherthan final Instalment Amounts) on Registered Notes shall be paid to the person shown on theRegister at the close of business on the day before the due date for payment thereof (unlessotherwise specified in the applicable Final Terms) (the “Record Date”). Payments of interest on
each Registered Note shall, subject as mentioned below, be made in the relevant currency by checkdrawn on a Bank and mailed to the holder (or to the first-named of joint holders) of such Note atits address appearing in the Register. Upon application by the holder to the specified office of theRegistrar or any Transfer Agent before the Record Date, such payment of interest may be made bytransfer to an account in the relevant currency maintained by the payee with a Financial Institution.
“Financial Institution” means a bank in the principal financial centre for such currency or, in thecase of euro, in a city in which banks have access to the TARGET System.

(iii)

In respect of Registered Notes held under the new safe-keeping structure (“NSS”), the Corporation
shall procure that details of each payment of principal or interest shall be entered pro rata in therecords of the relevant clearing system and in the case of payments of principal, the nominal amountof the Notes recorded in the records of the relevant clearing system and represented by the
Certificate in global form will be reduced accordingly. Payments under the Registered Notes held
under the NSS will be made in the manner specified above. Each payment so made will discharge
the Corporation’s obligations in respect thereof. Any failure to make the entries in the records ofthe relevant clearing system shall not affect such discharge.

(iv)

Registered Notes held through The Depository Trust Company (“DTC”) will be paid as follows:

(v)

(A)

if the Specified Currenc(y/ies) for payment is(are) U.S. dollars, payments of principal,
premium (if any), and/or interest will be made in accordance with Conditions 6(c)(i) and (ii).

(B)

if the Specified Currenc(y/ies) for payment is(are) a currency other than U.S. dollars,
payments of principal and interest will be made by the Global Agent in the relevant currency
by wire transfer of same day funds to the designated account in such currency of DTC
participants entitled to receive the relevant payment who have made an irrevocable election
prior to 5:00 p.m. New York City time on the fifteenth calendar day prior to the due date forpayment thereof (the “DTC Record Date”). In the case of DTC participants entitled to receive
the relevant payments but who have not elected to receive payments in such currency, theGlobal Agent shall pay such amounts to the Exchange Agent and the Exchange Agent, afterconverting amounts in such currency into U.S. dollars as necessary to make payments in U.S.
dollars, will deliver U.S. dollar amounts in same day funds to DTC for payment through its
settlement system to such DTC participants. The Global Agency Agreement sets out themanner in which such conversions or such elections are to be made.

Noteholders will not be entitled to any interest or other payment for any postponed payment
resulting from the application of Condition 6(h) if the Noteholder is late in surrendering its
Certificate (if required to do so) or if its Certificate cannot be surrendered to a Transfer Agent thatis open for business on the day of such surrender or if a check mailed in accordance with thisCondition 6(c) arrived after the due date for payment.

(d) Payments Subject to Law: All payments are subject in all cases to any applicable fiscal or other laws,
regulations and directives. No commission or expenses shall be charged to the Noteholders or Couponholders in
respect of such payments.
38

(e) Appointment of Agents: The Fiscal Agent, the Global Agent, the Paying Agents, the Registrar, theTransfer Agents, the Exchange Agent and the Calculation Agent initially appointed by the Corporation and theirrespective specified offices are listed below. The Fiscal Agent, the Global Agent, the Paying Agents, the Registrar,
Transfer Agents, the Exchange Agent and the Calculation Agent(s) act solely as agents of the Corporation and do notassume any fiduciary duties or obligation or relationship of agency or trust for or with any Noteholder or
Couponholder. The Corporation reserves the right at any time to vary or terminate the appointment of the Fiscal Agent,
the Global Agent, any other Paying Agent, the Registrar, any Transfer Agent, any Exchange Agent, any Calculation
Agent or any other agent and to appoint a substitute Fiscal Agent or Global Agent and/or additional or other Paying
Agents, Registrars, Transfer Agents, Exchange Agents, Calculation Agents or any other agent; provided that the
Corporation shall at all times maintain (i) a Fiscal Agent with respect to Fed Bookentry Notes, (ii) a Global Agent
with respect to Bearer Notes and Registered Notes, (iii) for Registered Notes, a Registrar and Transfer Agent in New
York City and a Transfer Agent having its specified office in a European city, (iv) for Bearer Notes, a Paying Agent
having its specified office in a European city, (iv) for so long as any Notes are listed on the Singapore Exchange
Securities Trading Limited (and that Exchange so requires), a paying agent having a specified office in Singapore, (v)one or more Calculation Agent(s) if specified hereon, and (vi) such other agents as may be required by any other stock
exchange on which the Notes may be listed.
In addition, the Corporation shall appoint a Paying Agent in New York City in respect of any Bearer Notes theSpecified Currency of which is U.S. dollars or payments in respect of which are otherwise to be made in U.S. dollars
in the circumstances described in Condition 6(a)(ii).
Notice of any such change or any change of any specified office shall promptly be given to the Noteholders inaccordance with Condition 13.
(f)

Unmatured Coupons and Receipts and Unexchanged Talons:(i)

Upon the due date for redemption of Bearer Notes (other than Long Maturity Notes (as defined
below)) which comprise Fixed Rate Notes (other than Dual Currency Notes or Index-Linked
Notes), they should be surrendered for payment together with all unmatured Coupons (if any)
relating thereto (which expression shall for this purpose include Coupons falling to be issued on
exchange of matured Talons), failing which an amount equal to the face value of each missing
unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amountof such missing unmatured Coupon that the sum of principal so paid bears to the total principaldue) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional
Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paidin the manner mentioned above against surrender of such missing Coupon within a period of 10
years from the Relevant Date for the payment of such principal (whether or not such Coupon has
become void pursuant to Condition 8). A “Long Maturity Note” is a Fixed Rate Note (other than aFixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than
the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity
Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid
after that date is less than the nominal amount of such Note.

(ii)

Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, Dual
Currency Interest Note or Index Interest Linked Note or any Long Maturity Note, any unmatured
Coupon relating to such Note (whether or not attached) shall become void and no payment shall bemade in respect of such Coupon.

(iii)

Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such
Note (whether or not attached) shall become void and no Coupon shall be delivered in respect ofsuch Talon.

(iv)

Upon the due date for redemption of any Bearer Note that is redeemable in instalments, any Receipt
relating to such Note having an Instalment Date falling on or after such due date (whether or not
attached) shall become void and no payment shall be made in respect of such Receipt.

(v)

Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon
the due date for redemption of those Notes is presented for redemption without all unmatured
Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon

39relating to it, redemption shall be made only against the provision of such indemnity as the
Corporation may require.
(vi)

If the due date for redemption of any Note is not a due date for payment of interest, interest accrued
from the preceding due date for payment of interest or the Interest Commencement Date, as thecase may be, shall only be payable against presentation (and surrender, if appropriate) of therelevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a Notethat only bears interest after its Maturity Date shall be payable on redemption of such Note againstpresentation of the relevant Note or Certificate representing it, as the case may be.

(g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued
in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified officeof the Global Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon
sheet) (but excluding any Coupons that may have become void pursuant to Condition 8).
(h) Non-Business Days: If any date for payment in respect of any Note, Receipt or Coupon is not a businessday, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum
in respect of such postponed payment. In this paragraph, “business day” means a day (other than a Saturday or a
Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, insuch jurisdictions as shall be specified as “Financial Centres” in the applicable Final Terms and:(i)(in the case of a payment in a currency other than euro) where payment is to be made by transfer
to an account maintained with a bank in the relevant currency, on which foreign exchangetransactions may be carried on in the relevant currency in the principal financial centre of thecountry of such currency; or(ii)(in the case of a payment in euro) which is a TARGET Business Day.

(i)
Currency of Payment: If any payment in respect of this Note is payable in a Specified Currency otherthan U.S. dollars and either:(i)payment cannot be made in such Specified Currency or, in the determination of the Determination
Agent or, if no Determination Agent has been appointed in respect of the Notes, by an Independent
Agent (which may be the counterparty under a related hedging transaction in connection with theNotes), payment in such Specified Currency would be impracticable or require the Corporation toincur material additional costs; or(ii)

the Corporation is prohibited, restricted or limited from converting the Specified Currency into
U.S. dollars through customary legal channels,in each case due to any circumstance beyond the control of the Corporation (including, without limitation, theunavailability of the Specified Currency on the international foreign exchange market, the imposition of
exchange controls, the Specified Currency’s replacement or disuse, or the suspension of its settlement on any
clearing system relevant for any payment in respect of the Notes), the Corporation shall be entitled to satisfy its
obligations in respect of such payment by making such payment in U.S. dollars on the basis of the spot exchange
rate at which the Specified Currency can be sold in exchange for U.S. dollars, for settlement on the relevant
date for payment in respect of the Notes, as determined by the Determination Agent or the Independent Agenton the related spot fixing day, or if such spot exchange rate is not available on such date, on the basis of an
exchange rate for the relevant currency pair determined by the Determination Agent or the Independent Agent(which exchange rate may be the exchange rate most recently available in respect of the currency pair or may
be zero). Any payment made by the Corporation in accordance with this Condition 6(i) in U.S. dollars in placeof the Specified Currency will constitute valid payment and will not constitute a default in respect of this Note.
The Corporation shall provide the Global Agent, the Calculation Agent and the Noteholders in accordance with
Condition 13 with the exchange rate determined by the Determination Agent or the Independent Agent, asapplicable, in accordance with this Condition 6(i) two Business Days prior to the relevant date for payment inrespect of the Notes, provided however that the Corporation may, in its sole discretion, postpone payment of
the amount due on the relevant date for payment in order to enable the determination and notification of theexchange rate as contemplated in this Condition 6(i) to be made at least two Business Days prior to the relevant
date for payment in respect of the Notes. If the Corporation makes the decision to postpone any relevant date
for payment, it shall inform the Global Agent, the Calculation Agent and the Noteholders in accordance with40

Condition 13 as soon as practicable, but in any event no later than two Business Days prior to the relevant
payment date, of such postponement and such notice shall specify the new relevant date for payment. No interest
will accrue in respect of any such postponement of the relevant date for payment.
“Independent Agent” in this Condition 6(i) means an independent leading dealer in, or financial advisory firmwith expertise in, foreign exchange transactions involving the currency pair for U.S. dollar/Specified Currency
spot transactions, selected by the Corporation, that has (in the reasonable opinion of the Corporation)
appropriate expertise relevant to the determination required to be made under this Condition 6(i).
7.

Taxation
The Notes (and any interest thereon) are not exempt from taxation generally.

Under the Articles of Agreement constituting the Corporation, the Corporation is not under any obligation towithhold or pay any tax imposed by any member country in respect of the Notes. Accordingly, payments in respectof principal, premium (if any), and interest due on the Notes will be paid to the Global Agent or the Fiscal Agent, as
the case may be, without deduction in respect of any such tax.
Under the Articles of Agreement constituting the Corporation, payments in respect of principal, premium (ifany), and interest due on the Notes are not subject to any tax by a member (i) which tax discriminates against theNotes solely because they are issued by the Corporation, or (ii) if the sole jurisdictional basis for the tax is the placeor currency in which the Notes are issued, made payable or paid, or the location of any office or place of businessmaintained by the Corporation.
8.

Prescription

Other than for Notes, Receipts and Coupons governed by the laws of the State of New York, claims against the
Corporation for payment in respect of the Notes, Receipts and Coupons (which for this purpose shall not include
Talons) shall be prescribed and become void unless made within ten years (in the case of principal) or five years (inthe case of interest) from the appropriate Relevant Date in respect thereof. As used in these Conditions, “Relevant
Date” in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes dueor (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of theamount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the
Noteholders that, upon further presentation of the Note (or surrender of the relative Certificate), Receipt or Coupon
being made in accordance with the Conditions, such payment will be made, provided that payment is in fact madeupon such presentation or surrender. References in these Conditions to (i) “principal” shall be deemed to include any
premium payable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption
Amounts, Optional Redemption Amounts, Amortized Face Amounts and all other amounts in the nature of principal
payable pursuant to Condition 5 or any amendment or supplement to it and (ii) “interest” shall be deemed to include
all Interest Amounts and all other amounts payable pursuant to Condition 4 or any amendment or supplement to it.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment
in respect of which would be void pursuant to this Condition or Condition 6(f) or any Talon which would be voidpursuant to Condition 6(f).
9.

Events of Default

With respect to a Series of Notes, if the Corporation shall either (a) fail to pay when due the principal of, premium(if any), or interest on, any Note of such Series or (b) fail to pay when due in aggregate an amount equal to or exceeding
U.S.$20,000,000 or its equivalent in any other relevant currency or currencies of the principal of, premium (if any),or interest on, any Note of another Series, or any notes, bonds or similar obligations (other than the Notes) which shallhave been issued, assumed or guaranteed by the Corporation and, in either case, such failure shall continue for a periodof 90 days, then at any time thereafter and during the continuance of such failure, the holder of any Note of such Series
may deliver or cause to be delivered to the Corporation at its principal office in the City of Washington, District ofColumbia, United States of America, written notice that such holder elects to declare all Notes of such Series held byit (the serial numbers and denominations of which shall be set forth in such notice) to be due and payable, and on thethirtieth day after such notice shall be so delivered to the Corporation, such Notes shall become due and payable
together with accrued interest thereon, unless prior to that time all such defaults shall have been cured.
For the purpose of this Condition 9, any payment obligations that are denominated in a currency other than U.S.
dollars shall be translated into U.S. dollars at the spot rate for the sale of U.S. dollars against the purchase of the41

relevant currency quoted by a leading commercial bank in London on the day on which default in respect of payment
thereon is made (or, if for any reason such rate is not available on that day, on the first day thereafter on which suchrate is available or as otherwise determined by the Global Agent or the Fiscal Agent, as the case may be, after
consultation with the Corporation).
10.

Meeting of Noteholders and Modifications(a) Meetings of Noteholders: The Global Agency Agreement contains provisions for convening meetings(including by way of conference call or by use of a videoconference platform) of Noteholders to consider any matter
affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Global Agency
Agreement) of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding
not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum for any meeting
convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear
majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more
persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless thebusiness of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity orredemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes,(ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemptionof, the Notes, (iii) to reduce the Rate(s) of Interest in respect of the Notes or to vary the method or basis of calculating
the Interest Amount(s) or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum Rateof Interest and/or a Maximum Rate of Interest, Instalment Amount, Final Redemption Amount, Early Redemption
Amount, Optional Redemption Amount or other redemption amount is specified, to reduce any such Minimum Rateof Interest and/or Maximum Rate of Interest or redemption amount, (v) to vary any method of, or basis for, calculating
any redemption amount, including the method of calculating the Amortized Face Amount, (vi) to vary the currency
or currencies of payment or denomination of the Notes, (vii) to take any steps that as specified hereon may only betaken following approval by an Extraordinary Resolution to which the special quorum provisions apply or (viii) to
modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to passthe Extraordinary Resolution, in which case the necessary quorum shall be two or more persons holding or
representing not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in nominal amount of
the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders(whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders.
These Conditions may be amended, modified, or varied in relation to any Series of Notes by the terms of theapplicable Final Terms in relation to such Series.
(b) Modification of Global Agency Agreement, Fiscal Agency Agreement and Conditions: The Corporation
shall only permit any modification of, or any waiver or authorization of any breach or proposed breach of or any
failure to comply with, the Global Agency Agreement and the Fiscal Agency Agreement, if to do so could not, in thesole opinion of the Corporation, reasonably be expected to be materially prejudicial to the interests of the Noteholders.
In addition, the Corporation and the Global Agent may agree, without the consent of the holder of any Note, Coupon
or Receipt, to any modification of the Notes, the Receipts or the Coupons which is of a formal, minor or technicalnature or is made to correct a manifest error or to comply with mandatory provisions of law. Any modification somade shall be binding on the holders of any Notes, Coupons or Receipts and shall be notified to the Noteholders inaccordance with Condition 13 as soon as practicable after it has been agreed.
11.

Replacement of Notes, Certificates, Receipts, Coupons and Talons

If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may bereplaced, subject to applicable laws and regulations, and the rules and regulations of relevant stock exchanges andclearing systems, at the specified office of the Global Agent (in the case of Bearer Notes, Receipts, Coupons or
Talons), and of the Registrar (in the case of Certificates), or such other Paying Agent or Transfer Agent, as the casemay be, as may from time to time be designated by the Corporation for the purpose and notice of whose designation
is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith
and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost,
stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the casemay be, for exchange for further Coupons, there shall be paid to the Corporation on demand the amount payable by
the Corporation in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the
Corporation may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered
before replacements will be issued.
42

12.

Further Issues

The Corporation may from time to time without the consent of the Noteholders create and issue further notes
either having the same terms and conditions as the Notes in all respects (or in all respects save for the issue date andthe first payment of interest thereon) and so that such further issue shall be consolidated and form a single series withthe outstanding securities of any series (including the Notes) or upon such terms as the Corporation may determine at
the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any
other securities issued pursuant to this Condition and forming a further Tranche of Notes of the same Series as theNotes.
13.

Notices

Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register.
Notices to holders of Registered Notes shall be deemed to have been given on the fourth weekday (being a day otherthan a Saturday or a Sunday) after the date of mailing. Unless otherwise specified hereon, notices to the holders of
Bearer Notes shall be valid if published in a daily newspaper of general circulation in London (which is expected tobe the Financial Times), and so long as the Notes listed on the Luxembourg Stock Exchange, published either on thewebsite of the Luxembourg Stock Exchange (www.luxse.com) or in the daily newspaper with general circulation in
Luxembourg (which is expected to be the Luxemburger Wort) and in respect of Notes listed on the Singapore
Exchange Securities Trading Limited (“SGX-ST”), in a leading English language daily newspaper with generalcirculation in Singapore (which is expected to be The Business Times). If any such publication is not practicable,
notice shall be validly given if published in another leading daily English language newspaper with general circulationin Europe or Singapore, as applicable. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the date of the first publication as provided above.
Other than in the case of Notes listed on the Luxembourg Stock Exchange or the SGX-ST and the rules of therelevant stock exchange so require, until such time as any Definitive Bearer Notes are issued, there may, so long as
the Global Note(s) is or are held in its or their entirety on behalf of (i) Euroclear Bank SA/NV (“Euroclear”) and
Clearstream Banking S.A. (“Clearstream, Luxembourg”) and/or CDP, be substituted for such publication in such
newspaper the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and/or CDP (subject to theagreement of CDP) (as the case may be) for communication by them to the holders of the Notes or (ii) CDP, be
substituted for such publication in such newspaper(s) or delivery of such notice to CDP, the delivery of the relevant
notice to the persons shown in the records maintained by the CDP on the second business day in Singapore preceding
the date of despatch of such notice as holding interests in the relevant Global Notes. Any such notice shall be deemed
to have been given to the holders of the Notes on the seventh day after the day on which the said notice was given toEuroclear and Clearstream, Luxembourg and/or CDP and/or the persons shown in the records maintained by CDP.
Holders of Coupons, Receipts and Talons shall be deemed for all purposes to have notice of the contents of any
notice given to the holders of Bearer Notes in accordance with this Condition.
Notices to be given by any holder of the Notes (other than Fed Bookentry Notes) shall be in writing and given
by lodging the same, together with the relative Note or Certificate, with the Global Agent or the Fiscal Agent, as thecase may be. In the case of Bearer Notes, so long as any of such Notes are represented by a Global Note, such notice
may be given by any holder of a Note to the Global Agent via Euroclear and/or Clearstream, Luxembourg and/or
CDP, as the case may be, in such manner as the Global Agent and Euroclear and/or Clearstream, Luxembourg and/or
CDP, as the case may be, may approve for this purpose.
14.

Contracts (Rights of Third Parties) Act 1999

In respect of any Notes, Receipts and Coupons governed by English law, unless specified otherwise in the Notes,
no person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third
Parties) Act 1999.
15.

Governing Law and Jurisdiction(a) Governing Law: The Notes, the Receipts, the Coupons and the Talons are governed by, and shall be
construed in accordance with, either English law, the laws of the State of New York, or such other law as is specified
hereon. The governing law of Partly Paid Notes shall not be the laws of the State of New York.

43

In respect of any Series of Notes expressed to be governed by English law, any non-contractual obligations
arising out of or in connection with such Notes and their respective Receipts, Coupons and Talons shall also be
governed by, and construed in accordance with, English law.
(b) Jurisdiction: With respect to any legal action or proceedings (“Proceedings”) in the courts of Englandarising out of or in connection with any Notes, Receipts, Coupons or Talons, the Corporation irrevocably submits tothe non-exclusive jurisdiction of the courts of England.
In accordance with Article VI, Section 3 of the Articles of Agreement constituting the Corporation, actions may
be brought against the Corporation only in a court of competent jurisdiction in the territories of a member in which
the Corporation has an office, has appointed an agent for the purpose of accepting service of process, or has issued or
guaranteed securities. No actions shall, however, be brought by members or persons acting for or deriving claims frommembers. The property and assets of the Corporation shall, wheresoever located and by whomsoever held, be immune
from all forms of seizure, attachment or execution before the delivery of final judgment against the Corporation.
(c) Service of Process: The Corporation agrees that the documents which start any Proceedings and any otherdocuments required to be served in relation to those Proceedings may be served on it by being delivered to the
Corporation at 6th floor, 1 Tudor Street, London EC4Y 0AH, United Kingdom. If for any reason the Corporation nolonger maintains an address in London, the Corporation irrevocably agrees to appoint a process agent and shallimmediately notify Noteholders of such appointment in accordance with Condition 13. Nothing shall affect the rightto serve process in any manner permitted by law.

44

FORM OF NOTES AND PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
Words and expressions defined or used in “Terms and Conditions of the Notes” shall have the same meaning inthis section.
The Corporation and the relevant Dealer(s) shall agree on the form of Notes to be issued in respect of any issueof Notes. The form may be either registered, bookentry (for Notes denominated and payable in U.S. dollars to becleared and settled through the Federal Reserve Banks) or bearer and will be specified in the applicable Final Terms.
Notes payable in certain Specified Currencies may only be issued in global form.
Registered Notes
Each Series of Registered Notes sold in primary distribution entirely to investors in the United States shall, unlessotherwise specified in the applicable Final Terms, initially be represented by a single Certificate in registered global
form (a “Global Certificate”) deposited on its Issue Date with Citibank, N.A., London Branch (the “Custodian”) as
custodian for, and registered in the name of a nominee of, DTC (a “DTC Global Certificate”).
Subject as provided below, each Series of Registered Notes sold in primary distribution entirely to investors
outside the United States shall, unless otherwise specified in the applicable Final Terms, initially be represented by
one or more Global Certificates deposited on its or their Issue Date with a custodian or depositary or clearing systems
and registered in the name of a nominee of the custodian or depositary or relevant clearing system as agreed between
the Corporation and the relevant Dealer(s), in each case as specified in the applicable Final Terms. If any such Global
Certificate is to be held under the new safe-keeping structure (the “NSS”), it will be deposited with a Common
Safekeeper for Euroclear and Clearstream, Luxembourg and registered in the name of a nominee of the Common
Safekeeper.
Each Series of Registered Notes sold in primary distribution both within the United States and outside the UnitedStates shall, unless otherwise specified in the applicable Final Terms, initially be represented by one or more Global
Certificates. A DTC Global Certificate in respect of Notes sold within the United States will be deposited on its Issue
Date with the Custodian as custodian for, and registered in the name of a nominee of, DTC. Subject as provided below,
the same or one or more other Global Certificates in respect of Notes sold outside the United States will be depositedon its or their Issue Date with the Custodian or depositary or clearing system and registered in the name of a nomineeof the custodian or depositary or relevant clearing system as agreed between the Corporation and the relevant Dealer(s)and specified in the applicable Final Terms. If any such Global Certificate is to be held under the NSS, it will bedeposited with a Common Safekeeper for Euroclear and Clearstream, Luxembourg and registered in the name of anominee of the Common Safekeeper.
Registered Notes may, if so specified in the applicable Final Terms, initially be issued in definitive registeredform represented by Certificates registered in the names of the beneficial owners thereof. Otherwise, Certificatesregistered in the names of beneficial owners will only be available, in the case of Registered Notes initially represented
by Global Certificates (other than Notes in certain Specified Currencies), in certain circumstances described below.
Certificates to be issued at the request of a beneficial owner in respect of such owner’s Notes will be issued at theexpense of such owner.
Unless otherwise specified in the applicable Final Terms, interests in a Global Certificate will be exchangeable
for Registered Notes represented by Certificates registered in the names of the beneficial owners thereof only if suchexchange is permitted by applicable law and (i) in the case of a DTC Global Certificate, DTC notifies the Corporationthat it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the DTC
Global Certificate, or ceases to be a “clearing agency” registered under the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or is at any time no longer eligible to act as such and the Corporation is unable tolocate a qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC; or (ii) in thecase of any other Global Certificate, if the clearing system(s) through which it is cleared and settled is closed forbusiness for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so; or (iii) an event of default has occurred and is continuing.
In such circumstances, the Corporation will cause sufficient Certificates to be executed and delivered as soon aspracticable (and in any event within 45 days of the occurrence of such circumstances) to the Registrar for completion,authentication and delivery to the relevant Noteholder(s). A person having an interest in a Global Certificate must
provide the Registrar with a written order containing instructions and such other information as the Corporation and45

the Registrar may require to complete, execute and deliver such Certificates. Registered Notes shall not be
exchangeable for Bearer Notes.
If so specified in the applicable Final Terms, interests in a Global Certificate may be exchanged for, or transferred
to transferees who wish to take delivery thereof in the form of, interests in a DTC Global Certificate, and interests in
a DTC Global Certificate may be exchanged for, or transferred to transferees who wish to take delivery thereof in theform of, interests in a Global Certificate. Any such exchange or transfer shall be made in accordance with the rules
and operating procedures of DTC, Euroclear, and Clearstream, Luxembourg, and in compliance with the provisionsof Clauses 7 and 9 of the Global Agency Agreement.
DTC has advised the Corporation that it will take any action permitted to be taken by a holder of Registered
Notes (including, without limitation, the presentation of DTC Global Certificates for exchange as described above)
only at the direction of one or more participants in whose account with DTC interests in DTC Global Certificates are
credited and only in respect of such portion of the aggregate nominal amount of the relevant DTC Global Certificatesas to which such participant or participants has or have given such direction. However, in the circumstances describedabove, DTC will surrender the relevant DTC Global Certificates in exchange for Certificates registered in the name(s)of beneficial owners of Registered Notes.
Except as described above, so long as a DTC Global Certificate is deposited with DTC or its custodian,Certificates registered in the name(s) of beneficial owners of Registered Notes will not be eligible for clearing or
settlement through DTC or any other clearing system.
Record Date: Each payment in respect of a DTC Global Certificate or a Global Certificate will be made to, or tothe order of, the person whose name is entered on the Register (i) on the DTC Record Date or (ii) at the close ofbusiness on the record date which shall be on the Clearing System Business Day immediately prior to the date ofpayment, where “Clearing System Business Day” means Monday to Friday, inclusive, except 25 December and 1
January, as applicable.
Fed Bookentry Notes
On initial issue, all Notes denominated and payable in U.S. dollars which will be cleared and settled through theFederal Reserve Banks will be issued in uncertificated bookentry form only through the Federal Reserve Bank of New
York and held by Holding Institutions designated by the relevant Dealer(s). After initial issue, all Fed Bookentry Notes
will continue to be held by such Holding Institutions unless an investor arranges for the transfer of its Fed Bookentry
Notes to another Holding Institution.
Bearer Notes
Except as provided below, each Tranche of Bearer Notes with a maturity at issue of more than one year will
initially be represented by a Temporary Global Note without Coupons, which (i) in the case of NGNs, will be delivered
to the Common Safekeeper for Euroclear and Clearstream, Luxembourg on or prior to the relevant Issue Date or (ii)in the case of CGNs, will be deposited with a Common Depositary on behalf of Euroclear and Clearstream,
Luxembourg or with CDP on the relevant Issue Date. Interests in a Temporary Global Note will be exchangeable inwhole or in part for interests in a Permanent Global Note without Coupons or, if and to the extent specified in theapplicable Final Terms, for Bearer Notes in definitive form. Bearer Notes may not be exchanged for Registered Notes.
Bearer Notes that are issued as part of a targeted bearer issuance will initially be represented by a Permanent Global
Note or, if specified in the applicable Final Terms, Definitive Bearer Notes.
Initial Issue of Notes
If the Global Notes are stated in the applicable Final Terms to be issued in NGN form or held under the NSS,
the Global Notes will be delivered on or prior to the original issue date of the Tranche to a Common Safekeeper.
Depositing the Global Notes in NGN form with, or registering the Global Certificates held under the NSS in the nameof a nominee of, the Common Safekeeper does not necessarily mean that the Notes will be recognized as eligible
collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at
any or all times during which the Notes are outstanding. Such recognition will depend upon satisfaction of theEurosystem eligibility criteria. The Common Safekeeper for a Global Notes in NGN form or held under the NSS will
either by Euroclear or Clearstream, Luxembourg or another entity approved by Euroclear and Clearstream,
Luxembourg. Where the Notes are issued in NGN form or held under the NSS but are not eligible collateral forEurosystem monetary policy and intra-day credit operations by the Eurosystem they will not be held by Euroclear or
Clearstream, Luxembourg as a Common Safekeeper.
46

Global Notes which are issued in CGN form and Certificates may be delivered on or prior to the original Issue
Date of the Tranche to a Common Depositary.
If the Global Note is in CGN form, upon the initial deposit of a Global Note with the Common Depositary or
CDP or registration of Registered Notes in the name of any nominee or a common depositary for Euroclear andClearstream, Luxembourg and delivery of the relative Global Certificate to the Common Depositary or CDP,
Euroclear, Clearstream, Luxembourg or CDP will credit each subscriber with a nominal amount of Notes equal to thenominal amount thereof for which it has subscribed and paid. If the Global Note is in NGN form, or the Global
Certificate is held under the NSS, the nominal amount of the Notes shall be the aggregate amount from time to timeentered in the records of Euroclear or Clearstream, Luxembourg. The records of such clearing system shall beconclusive evidence of the nominal amount of Notes represented by the Global Note or Global Certificate and astatement issued by such clearing system at any time shall be conclusive evidence of the records of the relevant
clearing system at that time.
Notes that are initially deposited with the Common Depositary may also be credited to the accounts of subscribers
with (if indicated in the applicable Final Terms) other clearing systems through direct or indirect accounts with
Euroclear, Clearstream, Luxembourg and CDP held by such other clearing systems. Conversely, Notes that are initiallydeposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear,
Clearstream, Luxembourg, CDP or other clearing systems.
Provisions relating to Bearer Notes while in Global Form
Each Temporary Global Note and each Permanent Global Note will contain provisions which apply to the Bearer
Notes while they are in global form, some of which supplement the terms and conditions of the Notes set out in thisProspectus. The following is a summary of certain of those provisions:Exchange. A Temporary Global Note is exchangeable in whole or in part (free of charge to the holder) after aperiod of not less than 40 days from the Issue Date, for either interests in a Permanent Global Note representing Bearer
Notes (if the Global Note is in CGN form, or if the Global Note is in NGN form, the Corporation will procure thatdetails of such exchange be entered pro rata in the records of the relevant clearing system) or, if and to the extent
specified in the applicable Final Terms, for Definitive Bearer Notes, in each case upon certification as to non-U.S.
beneficial ownership by the relevant clearing system in a form acceptable to the Global Agent in accordance with therules and procedures of the relevant clearing system. If one or more Temporary Global Notes are exchanged in whole
or in part for Definitive Bearer Notes under (i) above, such Definitive Bearer Notes shall be issued in Specified
Denominations of the minimum Specified Denomination only.
A Permanent Global Note (other than for Notes denominated in certain Specified Currencies and for Notes
cleared through the CDP) is exchangeable in whole (free of charge to the holder) for Definitive Bearer Notes if thePermanent Global Note is held on behalf of a clearing system and such clearing system is closed for business for acontinuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention
permanently to cease business or does in fact do so, by such holder giving notice to the Corporation or Global Agent.
A Permanent Global Note for Notes cleared through the CDP is exchangeable, on or after the Exchange Date, in whole(free of charge to the holder) for Definitive Bearer Notes if (i) CDP is closed for business for a continuous period of
14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to permanently ceasebusiness and no alternative clearing system is available, (ii) an event of default has occurred and is continuing, or (iii)
CDP has notified the Corporation that it is unable or unwilling to act as depository for the Notes, and no alternative
clearing system is available. On or after any Exchange Date, the holder of a Permanent Global Note may surrender
the Permanent Global Note to or to the order of the Global Agent. In exchange for the Permanent Global Note, theCorporation will deliver, or cause the delivery of, an equal aggregate nominal amount of duly executed andauthenticated Definitive Bearer Notes (having attached to them all Coupons and Talons in respect of interest which
has not already been paid on the Permanent Global Note and security-printed in accordance with any applicable legal
and stock exchange requirements), in or substantially in the form attached to the Global Agency Agreement. On
exchange in full of the Permanent Global Note, the Corporation will, if the holder so requests, ensure that it is cancelled
and returned to the holder.
“Exchange Date” means a day falling, in the case of exchange of a Temporary Global Note for a Permanent
Global Note or Definitive Bearer Notes, not less than 40 business days from the Issue Date and in the case of exchange
of a Permanent Global Note for Definitive Bearer Notes, not less than 60 days after the day on which the noticerequiring exchange is given.
47

Payments. Prior to the Exchange Date, payments on a Temporary Global Note will be made only against
certification of non-U.S. beneficial ownership by the relevant clearing system. On or after the Exchange Date, nopayments will be made on the Temporary Global Note unless exchange for interests in a Permanent Global Note (or,if specified in the applicable Final Terms, for Definitive Bearer Notes) is improperly withheld or refused. Payments
under the Global Note in CGN form will be made to its holder against presentation for endorsement and, if no further
payment is to be made, surrender of the Permanent Global Note to or to the order of the Global Agent or such other
Paying Agent as shall have been provided in a notice to the Noteholders for such purpose. If the Permanent Global
Note is in CGN form, a record of each payment so made will be endorsed in the appropriate schedule to the Permanent
Global Note, which endorsement will be prima facie evidence that such payment has been made. If the Permanent
Global Note is in NGN form, the Corporation shall procure, that details of each such payment shall be entered pro
rata in the records of the relevant clearing system and in the case of payments of principal, the nominal amount of theNotes recorded in the records of the relevant clearing system and represented by the Permanent Global Note will be
reduced accordingly. Payments under the Global Note in NGN form will be made to its holder. Each payment so madewill discharge the Corporation’s obligations in respect thereof. Any failure to make the entries in the records of therelevant clearing system shall not affect such discharge.
Notices. So long as Bearer Notes are represented by a Permanent Global Note and the Permanent Global Note isheld on behalf of a clearing system, notices to Noteholders may be given by delivery of the relevant notice to (i) thatclearing system (in the case of CDP, subject to its agreement) for communication by it to entitled accountholders or(ii), in the case of Notes held in the CDP, the persons shown in the records maintained by the CDP on the second
business day in Singapore preceding the date of despatch of such notice as holding interests in the relevant Global
Notes, except that if and so long as a Series of Bearer Notes is listed on the Luxembourg Stock Exchange or the SGXST and the rules of that exchange so require, notices shall also be published, in the case of Notes listed on the
Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange (www.luxse.com) or, in the case ofNotes listed on the SGX-ST, in a leading newspaper with general circulation in Singapore (which is expected to be
The Business Times).
Prescription. Other than for Notes governed by the laws of the State of New York, claims against the Corporation
for principal and interest in respect of a Permanent Global Note will become prescribed unless the Permanent Global
Note is presented for payment within the number of years from the appropriate Relevant Date (as described in
Condition 8) as specified in the applicable Final Terms.
Purchase and cancellation. Cancellation of any Bearer Note which the Corporation elects to be cancelled
following its purchase will be effected by reduction in the nominal amount of the Permanent Global Note.
Default. The holder of a Permanent Global Note may cause the Permanent Global Note or a portion of it tobecome due and repayable in circumstances described in Condition 9 by stating in the notice to the Corporation thenominal amount of Notes which is being declared due and repayable. Following the giving of notice of an event ofdefault, the holder of a Permanent Global Note which is governed by English law and executed as a deed poll may
elect that the Permanent Global Note becomes void as to a specified portion and that the persons entitled to such
portion as accountholders with a clearing system acquire direct enforcement rights against the Corporation under the
Deed of Covenant.
Direct rights in respect of Bearer Notes in global form cleared through CDP. If there shall occur any event ofdefault entitling a holder to declare all of the Notes held by it to be due and payable, as provided in the Conditions,the holder of a Global Note may exercise the right to declare Notes represented by such Global Note due and payablein the circumstances described in the Conditions by stating in the notice given to the Corporation or the Singapore
Paying Agent (the “default notice”) the nominal amount of Notes (which may be less than the outstanding nominal
amount of such Global Note) which is being declared due and payable. Following the giving of the default notice, theholder of the Notes represented by the relevant Global Note which is governed by English law may (subject asprovided below) elect that direct rights (“Direct Rights”) under the provisions of the Amended and Restated Deed ofCovenant dated October 11, 2021 executed by the Corporation (as amended and/or supplemented and/or restated fromtime to time, the “Deed of Covenant”) shall come into effect in respect of a nominal amount of Notes up to theaggregate nominal amount in respect of which such default notice has been given. Such election shall be made bynotice to the Singapore Paying Agent and presentation of the relevant Global Note to or to the order of the Singapore
Paying Agent o for reduction of the nominal amount of Notes represented by the relevant Global Note by such amountas may be stated in such notice and by endorsement of the Principal Schedule to the relevant Global Note of thenominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant. Upon each such48

notice being given, the relevant Global Note shall become void to the extent of the nominal amount stated in such
notice, save to the extent that the appropriate Direct Rights shall fail to take effect. No such election may however bemade on or before the Exchange Date unless the holder elects in such notice that the exchange for such Notes shall nolonger take place.
Redemption at the option of the Corporation. No drawing of Notes will be required under Condition 5(d) in theevent that the Corporation exercises its call option set forth in that Condition while an issue of Bearer Notes isrepresented by a Permanent Global Note in respect of less than the aggregate nominal amount of such Bearer Notes
then outstanding. In these circumstances, the relevant clearing systems will allocate the redemption of Bearer Notes
as between holders.
Redemption at the option of a Noteholder. Any Noteholder’s option set out in Condition 5(e) to require the
Corporation to redeem Notes may be exercised by the holder of a Permanent Global Note giving notice to the Global
Agent of the nominal amount of Bearer Notes in respect of which the option is exercised and, where the Permanent
Global Note is in CGN form, presenting the Permanent Global Note for endorsement of exercise within the time limits
specified in Condition 5(d). Where the Permanent Global Note is in NGN form, the Corporation shall procure thatdetails of such exercise shall be entered pro rata in the records of the relevant clearing system and the nominal amountof the Notes recorded in those records will be reduced accordingly (to be reflected in the records of Euroclear andClearstream, Luxembourg on a pro rata basis as either a pool factor or a reduction in nominal amount, at theirdiscretion).
Transfers. Bearer Notes represented by a Global Note are transferable in accordance with the rules andprocedures for the time being of Euroclear, Clearstream, Luxembourg, CDP or any other clearing system throughwhich interests in the Notes are held, as the case may be.
NGN and NSS Nominal Amount
Where the Permanent Global Note is in NGN form, or the Global Certificate is held under the NSS, theCorporation shall procure that any exchange, payment, cancellation, exercise of any option or any right under theNotes, as the case may be, in addition to the circumstances set out above shall be entered in the records of the relevant
clearing systems and upon any such entry being made, in respect of payments of principal, the nominal amount of theNotes represented by such Global Note shall be adjusted accordingly.
Meetings
The holder of a Permanent Global Note or of the Notes represented by a Global Certificate shall (unless such
Permanent Global Note or Global Certificate represents only one Note) be deemed to be two persons for the purposesof any quorum requirements of a meeting of Noteholders. At any such meeting, the Noteholder shall have one vote inrespect of each Specified Denomination of Notes for which such Global Note may be exchanged or, in the case ofRegistered Notes, one vote in respect of each minimum Specified Denomination comprising such Noteholder’sholding, whether or not represented by a Global Certificate.
Partly Paid Notes
The provisions relating to partly-paid Notes (“Partly Paid Notes”) are not set out in this Prospectus, but will becontained in the applicable Final Terms and thereby in the Global Notes. Partly Paid Notes governed by the laws of
the State of New York will not be issued. While any instalments of the subscription moneys due from the holder ofPartly Paid Notes are overdue, no interest in a Global Note representing such Notes may be exchanged for an interestin a Permanent Global Note or for Definitive Bearer Notes (as the case may be). If any Noteholder fails to pay any
instalment due on any Partly Paid Notes within the time specified, the Corporation may forfeit such Notes and shallhave no further obligation to their holder in respect of them.

49

CLEARANCE AND SETTLEMENT
Introduction
The Program has been designed so that Notes may be held through one or more international and domestic
clearing systems, principally, the bookentry systems operated by the Federal Reserve and DTC in the United States,
Euroclear and Clearstream, Luxembourg in Europe and CDP in Singapore. Electronic securities and payment transfer,processing, depositary and custodial links have been established among these systems and others, either directly or
indirectly through custodians and depositaries, which enable Notes to be issued, held and transferred among theclearing systems across these links. Special procedures have been established among the Global Agent, the Fiscal
Agent and the Singapore Paying Agent, as applicable, and these clearing systems to facilitate clearance and settlementof certain Notes traded across borders in the secondary market. Cross-market transfers of Notes denominated in certain
currencies and issued in global form (as described below) may be cleared and settled using these procedures on adelivery against payment basis. Cross-market transfers of Notes in other than global form may be cleared and settled
in accordance with other procedures established for this purpose among the Global Agent and the relevant clearing
systems.
The relationship between the Corporation and the holder of a Registered Note, a Fed Bookentry Note or a Bearer
Note is governed by the terms and conditions of that Note. The holder of a Global Note or a Global Certificate will be
one or more clearing systems. The beneficial interests in Notes held by a clearing system will be in bookentry form in
the relevant clearing system or a depositary or nominee on its or their behalf. Each clearing system has its own separate
operating procedures and arrangements with participants or accountholders which govern the relationship between
them and the relevant clearing system and to which the Corporation is not and will not be a party. The Corporation
will not impose fees payable by any holder with respect to any Notes held by one or more clearing systems; however,holders of beneficial interests in Notes may incur fees payable in respect of the maintenance and operation of thebookentry accounts in which Notes are held.
Each of the persons shown in the records of DTC, Euroclear, Clearstream, Luxembourg, CDP or any otherspecified clearing system as the holder of a Note represented by a Global Note or a Global Certificate must look solely
to such clearing system for his share of each payment made by the Corporation to the bearer of such Global Note or
the registered holder of the Registered Notes represented by such Global Certificate, as the case may be, and in relation
to all other rights arising under the Global Notes or Global Certificates, subject to and in accordance with the respective
rules and procedures of such clearing system. Such persons shall have no claim directly against the Corporation in
respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certificate
and such obligations of the Corporation will be discharged by payment to the bearer of such Global Note or theregistered holder of the Registered Notes represented by such Global Certificate, as the case may be, in respect of eachamount so paid.
Citibank, N.A., London Branch (“Citibank”) is the Global Agent for Notes held through DTC, Euroclear,
Clearstream, Luxembourg and such other clearing systems as may be specified in the applicable Final Terms. The
Federal Reserve Bank of New York is the fiscal and paying agent for U.S. dollar denominated Notes issued in the
United States and held through the bookentry system operated by the Federal Reserve Banks.
The Global Agent and Paying Agents
Citibank will act as the Global Agent for Notes issued under the Program (except for Fed Bookentry Notes and
CDP Notes). Citibank (and its affiliates and subsidiaries) has direct custodial and depositary linkages with, and (unlessotherwise provided in the applicable Final Terms) will act as custodian or depositary for Global Notes or Global
Certificates held by, DTC, Euroclear and Clearstream, Luxembourg to facilitate issue, transfer and custody of Notes
in these clearing systems. As necessary (and as more fully described below), Citibank will act as Registrar, Transfer
Agent, Exchange Agent and Paying Agent and, from time to time, Calculation Agent for the Notes as may be specified
in the applicable Final Terms. Citicorp Investment Bank (Singapore) Limited will act as Singapore Paying Agent for
Notes held through CDP. In acting under the Global Agency Agreement (as amended and/or supplemented from time
to time) and in connection with the Notes, no Agent shall have any obligations towards or relationship of agency ortrust with any of the holders of the Notes.

50

The Clearing Systems other than CDPFederal Reserve Bookentry System
The Federal Reserve Banks operate the Federal bookentry system which provides bookentry holding andsettlement for all U.S. dollar denominated securities issued by the U.S. government, certain of its agencies andinternational organizations (including the Corporation) in which the United States is a member. The system enables
specified depositaries and other institutions with an appropriate account with a Federal Reserve Bank or Branch(“Holding Institutions”) to hold, make payments and transfer securities and funds through the Federal Reserve Bank’s
Fedwire electronic funds transfer system.
DTC
DTC is a limited-purpose trust company organized under the laws of the State of New York, and is a member of
the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Codeand a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds
securities for DTC participants and facilitates the clearance and settlement of transactions between DTC participants
through electronic bookentry changes in accounts of DTC participants.
Euroclear
Euroclear is incorporated in Belgium. Euroclear holds securities for participating organizations and facilitates
multicurrency clearance and settlement of securities transactions between its and Clearstream, Luxembourg
accountholders through electronic bookentry changes in accounts of its accountholders.
Clearstream, Luxembourg
Clearstream, Luxembourg is incorporated under the laws of Luxembourg as a professional depositary.
Clearstream, Luxembourg holds securities for its participating organizations and facilitates multicurrency clearance
and settlement of securities transactions between its and Euroclear’s accountholders through electronic bookentry
changes in accounts of its accountholders.
Other Clearing Systems
Any other clearing system which the Corporation, the Global Agent and the relevant Dealer(s) agree shall beavailable for a particular issue of Notes will be described in the applicable Final Terms, together with the clearance
and settlement procedures for such clearing system.
Clearance and Settlement Procedures – Primary Distribution
Introduction
Distribution of Notes will be through one or more of the clearing systems described above or any other clearing
system specified in the applicable Final Terms. Payment for Notes will be on a delivery versus payment or free delivery
basis, as more fully described in the applicable Final Terms.
Registered Notes and Fed Bookentry Notes
The Corporation and the relevant Dealer(s) shall agree whether global clearance and settlement procedures or
specific clearance and settlement procedures should be available for any issue of Notes, as specified in the applicable
Final Terms. Clearance and settlement procedures may vary according to the Specified Currency of issue. The
customary clearance and settlement procedures are described under the specific clearance and settlement procedures
below. Application will be made to the relevant clearing system(s) for the Notes of the relevant issue to be accepted
for clearance and settlement and the applicable clearance numbers will be specified in the applicable Final Terms.
Unless otherwise agreed between the Corporation and the Global Agent, Citibank, N.A., (or its subsidiaries oraffiliates) acting through its relevant office, will act as the custodian or depositary for all Notes in global form.
(i)Global Clearance and Settlement – Specified Currencies
Global clearance and settlement of Notes denominated in certain Specified Currencies will take placethrough those clearing systems specified in the applicable Final Terms. The procedures expected to befollowed are those which relevant clearing systems have established to clear and settle single global issues
in the Specified Currency and will be set out in the applicable Final Terms.

51

(ii) Specific Clearance and Settlement – Federal Reserve Bank of New YorkThe Federal Reserve Bank of New York will take delivery of and hold Fed Bookentry Notes as record
owner and custodian for other Federal Reserve Banks and for Holding Institutions located in the Second
Federal Reserve District. Holding Institutions located in other Federal Reserve Districts can hold Fed
Bookentry Notes through their respective Federal Reserve Banks or Branches.
The aggregate holdings of Fed Bookentry Notes of each Holding Institution will be reflected in thebookentry account of such Holding Institution with its Federal Reserve Bank or Branch. The Notes may beheld of record only by Holding Institutions, which are entities eligible to maintain bookentry accounts with
the Federal Reserve Banks. A Holding Institution may not be the beneficial holder of a Note. Beneficial
holders will ordinarily hold the Notes through one or more financial intermediaries, such as banks,
brokerage firms and securities clearing organizations. Each Holding Institution, and each other intermediate
holder in the chain to the ultimate beneficial holder, will have the responsibility of establishing andmaintaining accounts for its customers having interests in Fed Bookentry Notes.
Federal Reserve Banks will be responsible only for maintaining the bookentry accounts of Holding
Institutions, effecting transfers on their books and ensuring that payments from the Corporation, throughthe Federal Reserve Bank of New York, are credited to appropriate Holding Institutions. With respect to
Fed Bookentry Notes, Federal Reserve Banks will act only on the instructions of Holding Institutions forwhich they maintain such Fed Bookentry Notes. The Federal Reserve Banks will not record pledges of Fed
Bookentry Notes.
(iii) Specific Clearance and Settlement – DTC
Registered Notes which are to be cleared and settled through DTC will be represented by a DTC Global
Certificate. DTC participants acting on behalf of DTC investors holding Registered Notes through DTC
will follow the delivery practices applicable to DTC’s Same-Day Funds Settlement System. Registered
Notes will be credited to DTC participants’ securities accounts following confirmation of receipt of
payment to the Corporation on the relevant Issue Date.
(iv) Specific Clearance and Settlement – Euroclear and Clearstream, Luxembourg
Registered Notes which are to be cleared and settled through Euroclear and Clearstream, Luxembourg will
be represented by one or more Global Certificates registered in the name of a nominee of the Euroclear andClearstream, Luxembourg depositaries. Investors holding Registered Notes through Euroclear andClearstream, Luxembourg will follow the settlement procedures applicable to conventional eurobonds.
Registered Notes will be credited to Euroclear and Clearstream, Luxembourg participants’ securities
clearance accounts either on the Issue Date or on the settlement day following the relevant Issue Dateagainst payment in same day funds (for value on the relevant Issue Date).
Bearer Notes
The Corporation will make applications to Euroclear and Clearstream, Luxembourg for acceptance in theirrespective bookentry systems of any issue of Bearer Notes. Customary clearance and settlement procedures for eachsuch clearing system applicable to bearer eurobonds denominated in the Specified Currency will be followed, unlessotherwise specified in the applicable Final Terms.
Clearance and Settlement Procedures – Secondary Market Transfers
Transfers of Registered Notes
Transfers of interests in a Global Certificate within the various clearing systems which may be clearing andsettling interests therein will be made in accordance with the usual rules and operating procedures of the relevant
clearing system applicable to the Specified Currency and the nature of the transfer. Further details concerning suchrules and procedures may be set forth in the applicable Final Terms.
For issues that are cleared and settled through both DTC and another clearing system, because of time zone
differences, in some cases the securities account of an investor in one clearing system may be credited during thesettlement processing day immediately following the settlement date of the other clearing system and the cash accountwill be credited for value on the settlement date but may be available only as of the day immediately following such
settlement date.
52

The laws of some states in the United States require that certain persons take physical delivery in definitive formof securities. Consequently, the ability to transfer interests in a DTC Global Certificate to such persons may be limited.
Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of aperson having an interest in a DTC Global Certificate to pledge such interest to persons or entities that do notparticipate in DTC, or otherwise take actions in respect of such interest, may be affected by the lack of a definitive
security in respect of such interest.
Transfers of Fed Bookentry Notes
Transfers of Fed Bookentry Notes between Holding Institutions can be made through the Federal Reserve
Communications System.
Transfer of Bearer Notes
Transfers of interests in a Temporary Global Note or a Permanent Global Note and of Definitive Bearer Notes
held by a clearing system will be made in accordance with the normal euromarket debt securities operating proceduresof the relevant clearing system.
GeneralAlthough DTC, Euroclear and Clearstream, Luxembourg have established procedures to facilitate transfers ofbeneficial interests in Notes in global form among participants and accountholders of DTC, Euroclear and Clearstream,
Luxembourg, they are under no obligation to perform or continue to perform such procedures, and such procedures
may be discontinued at any time. None of the Corporation, the Global Agent or any other agent will have responsibility
for the performance by DTC, Euroclear and Clearstream, Luxembourg or their respective obligations under the rules
and procedures governing their operations.
Pre-issue Trades Settlement
It is expected that delivery of Notes will be made against payment therefor on the relevant Issue Date, which
could be more than three business days following the date of pricing. Under Rule 15c6-1 of the Commission under
the Exchange Act, trades in the United States secondary market generally are required to settle within three businessdays (T+3), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
Notes in the United States on the date of pricing or the next succeeding business days until the relevant Issue Datewill be required, by virtue of the fact the Notes initially will settle beyond T+3, to specify an alternate settlement cycle
at the time of any such trade to prevent a failed settlement. Settlement procedures in other countries will vary.
Purchasers of Notes may be affected by such local settlement practices and purchasers of Notes who wish to trade
Notes between the date of pricing and the relevant Issue Date should consult their own adviser.
Clearance and Settlement under the Depository System
In respect of Notes which are accepted for clearance by CDP in Singapore, clearance will be effected through anelectronic book-entry clearance and settlement system for the trading of debt securities (“Depository System”)
maintained by CDP. Notes that are to be listed on the SGX-ST may be cleared through CDP.
CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore
and acts as a depository and clearing organisation. CDP holds securities for its accountholders and facilitates theclearance and settlement of securities transactions between accountholders through electronic book-entry changes inthe securities accounts maintained by such accountholders with CDP.
In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be held by CDP
in the form of a Global Note or a Global Certificate for persons holding the Notes in securities accounts with CDP(“Depositors”). Delivery and transfer of Notes between Depositors is by electronic book-entries in the records of CDP
only, as reflected in the securities accounts of Depositors.
Settlement of over-the-counter trades in the Notes through the Depository System may only be effected throughsecurities sub-accounts held with corporate depositors (“Depository Agents”). Depositors holding the Notes in direct
securities accounts with CDP, and who wish to trade Notes through the Depository System, must transfer the Notes
to a securities sub-account with a Depository Agent for trade settlement.
CDP is not involved in money settlement between the Depository Agents (or any other persons) as CDP is not acounterparty in the settlement of trades of debt securities. However, CDP will make payment of interest and repaymentof principal on behalf of issuers of debt securities.
53

Although CDP has established procedures to facilitate transfers of interests in the Notes in global form among
Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may bediscontinued at any time. None of the Corporation, the Principal Paying Agent or any other agent will have theresponsibility for the performance by CDP of its obligations under the rules and procedures governing its operations.

54

TAX MATTERS
This section describes, and any tax matters section from time to time included in an applicable Final Terms may
describe, the material United States federal income tax consequences of owning the Notes and certain provisions of
the Articles of Agreement concerning taxation of the Notes. The information set forth herein and therein is provided
as of the dates of this Prospectus or such Final Terms, respectively, and each of the Corporation and any relevant
Dealer disclaims any undertaking to advise you of changes which thereafter may be brought to our or their attention.
This description applies to you only if you acquire the Notes in an initial offering at their offering price and you
hold your Notes as capital assets for tax purposes. This section addresses only United States federal income taxationand does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances,including foreign, state or local tax consequences, and tax consequences arising under the Medicare contribution tax
on net investment income or the alternative minimum tax. Prospective purchasers of the Notes should consult theirown tax advisers as to which countries’ tax laws could be relevant to acquiring, holding and disposing of the Notes
and receiving payments of interest, principal or other amounts thereunder, and as to the consequences of such actions
under the tax laws of those countries. This section does not apply to you if you are a member of a class of holders
subject to special rules, such as:
•
•
•
•
•
•
•
•
•

a dealer in securities or currencies,a trader in securities that elects to use a mark-to-market method of accounting for your securities
holdings,
a bank,a life insurance company,a tax-exempt organization,a person that owns Notes that are a hedge or that are hedged against interest rate or currency risks,a person that owns Notes as part of a straddle or conversion transaction for tax purposes,a person that purchases or sells Notes as part of a wash sale for tax purposes, ora United States holder (as defined below) whose functional currency for tax purposes is not the U.S.
dollar.

This section deals only with Notes that (a) are due to mature 30 years or less from the date on which they areissued, (b) do not reference the performance of United States equities and (c) are treated as issued in registered form
for United States federal income tax purposes. For this purpose, unless otherwise stated in a Final Terms, Registered
Notes and Fed Bookentry Notes will be treated as issued in registered form for United States federal income tax
purposes, and Bearer Notes will not be treated as issued in registered form for United States federal income tax
purposes. The tax consequences of owning Notes that do not satisfy these criteria will be discussed in an applicable
Final Terms.
The discussion below may not apply to a specific Note that may be issued pursuant to an applicable Final
Terms. In such a case, we may describe the tax consequences of owning the Note in the applicable Final Terms.
This section is based on the Internal Revenue Code of 1986, as amended, (the “Code”) its legislative history,
existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect.
These laws are subject to change, possibly on a retroactive basis.
If an entity or arrangement that is treated as a partnership for United States federal income tax purpose holds theNotes, the United States federal income tax treatment of a partner will generally depend on the status of the partner
and the tax treatment of the partnership. A partner in a partnership holding the Notes should consult its tax advisor
with regard to the United States federal income tax treatment of an investment in the Notes.
This section is based upon the law as in effect on the date of this Prospectus and is subject to any change in law
that may take effect after such date, even with retroactive effect.

55

Please consult your own tax advisor concerning the consequences of owning these Notes in your particular
circumstances under the Code and the laws of any other taxing jurisdiction.
Tax Status – General
The Notes and the interest thereon generally will be subject to taxation, including United States federal income
taxation. Under the Articles of Agreement, however, the Notes and the interest thereon are not subject to any tax by amember country of the Corporation (i) which tax discriminates against the Notes solely because they were issued by
the Corporation, or (ii) if the sole jurisdictional basis for the tax is the place or currency in which the Notes are issued,
made payable or paid, or the location of any office or place of business maintained by the Corporation. The impositionof United States federal income tax in the manner described herein is not inconsistent with the Articles of Agreement.
Tax Status – United States
The United States Treasury Department has issued to the Corporation a ruling dated February 14, 1992 (the“Ruling”) regarding certain United States tax consequences under the Code of the receipt of interest on securities
issued by the Corporation. The Rulings provide that interest paid by the Corporation on such securities, including
payments attributable to accrued original issue discount, constitutes income from sources outside the United States.
The Rulings further determine that neither the Corporation nor an agent appointed by it as principal for the purposeof paying interest on securities issued by the Corporation is required to withhold tax on interest paid by the
Corporation.
Under the Rulings, interest paid by the Corporation ordinarily would not be subject to United States Federal
income tax, including withholding tax, if paid to a non resident alien individual (or foreign partnership, estate or trust)or to a foreign corporation, whether or not such person is engaged in trade or business in the United States. However,absent any special statutory or treaty exception, such interest would be subject to United States federal income tax inthe following cases: (i) (a) such interest is derived by such person in the active conduct of a banking, financing or
similar business within the United States or such person is a corporation with a principal business of trading in stocks
and securities for its own account and (b) such interest is attributable to an office or other fixed place of business ofsuch person within the United States or (ii) such person is a foreign corporation taxable as an insurance company
carrying on a United States insurance business and such interest is attributable to its United States business.
United States Holders
This subsection describes the tax consequences to a United States holder. You are a United States holder if you
are a beneficial owner of a Note and you are, for United States federal income tax purposes:••••

a citizen or resident of the United States,
a domestic corporation,an estate whose income is subject to United States federal income tax regardless of its source, ora trust if a United States court can exercise primary supervision over the trust’s administration andone or more United States persons are authorized to control all substantial decisions of the trust.

If you are not a United States holder, this subsection does not apply to you and you should consult your own tax
advisor concerning the consequences of owning the Notes in your particular circumstances under the Code and thelaws of any other taxing jurisdiction.
Payments of Interest
Except as described below in the case of interest on a discount Note that is not qualified stated interest, each as
defined below under “— Original Issue Discount — General”, or as described in the following sentence, you will betaxed on any interest on your Note, whether payable in U.S. dollars or a foreign currency, as ordinary income at thetime you receive the interest or when it accrues, depending on your method of accounting for tax purposes. However,the portion of the first interest payment on your Note that represents a return of pre-issuance accrued interest (if any)
will not be treated as an interest payment for United States federal income tax purposes and will accordingly not be
includible in income. If your Note is denominated in a foreign currency, then you will recognize United States source
ordinary gain or loss in an amount equal to the difference, if any, between the U.S. dollar value of the pre-issuanceaccrued interest on the date of receipt and the U.S. dollar value of such amount on the date that the Note was issued.

56

Interest paid by the Corporation on the Notes and original issue discount, if any, accrued with respect to theNotes (as described below under “Original Issue Discount”) are generally income from sources outside the UnitedStates and will generally be “passive” income for purposes of the rules regarding the foreign tax credit allowable to a
United States holder.
Foreign Currency Notes - Cash Basis Taxpayers. If you are a taxpayer that uses the cash receipts anddisbursements method of accounting for tax purposes and you receive an interest payment that is denominated in, or
determined by reference to, a foreign currency, you would recognize income equal to the U.S. dollar value of theinterest payment, based on the exchange rate in effect on the date of receipt, regardless of whether you actually convert
the payment into U.S. dollars.
Foreign Currency Notes - Accrual Basis Taxpayers. If you are a taxpayer that uses an accrual method of
accounting for tax purposes, you may determine the amount of income that you recognize with respect to an interest
payment denominated in, or determined by reference to, a foreign currency by using one of two methods. Under the
first method, you would determine the amount of income accrued based on the average exchange rate in effect during
the interest accrual period or, with respect to an accrual period that spans two taxable years, that part of the period
within the taxable year.
If you elect the second method, you would determine the amount of income accrued on the basis of the exchange
rate in effect on the last day of the accrual period, or, in the case of an accrual period that spans two taxable years, theexchange rate in effect on the last day of the part of the period within the taxable year. Additionally, under this second
method, if you receive a payment of interest within five business days of the last day of your accrual period or taxable
year, you may instead translate the interest accrued into U.S. dollars at the exchange rate in effect on the day that you
actually receive the interest payment. If you elect the second method it would apply to all debt instruments that you
hold at the beginning of the first taxable year to which the election applies and to all debt instruments that you
subsequently acquire. You may not revoke this election without the consent of the Internal Revenue Service (“IRS”).
When you actually receive an interest payment, including a payment attributable to accrued but unpaid interest
upon the sale or retirement of your Note, denominated in, or determined by reference to, a foreign currency for which
you accrued an amount of income, you will recognize ordinary income or loss measured by the difference, if any,
between the exchange rate that you used to accrue interest income and the exchange rate in effect on the date of receipt,
regardless of whether you actually convert the payment into U.S. dollars.
Original Issue DiscountGeneral. If you own a Note, other than a short-term Note with a term of one year or less, it would be treated asa discount Note issued at an original issue discount if the amount by which the Note’s stated redemption price atmaturity exceeds its issue price is more than a de minimis amount. Generally, a Note’s issue price will be the firstprice at which a substantial amount of Notes included in the issue of which the Note is a part is sold to persons otherthan bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents,
or wholesalers. A Note’s stated redemption price at maturity is the total of all payments provided by the Note that are
not payments of qualified stated interest. Generally, an interest payment on a Note is qualified stated interest if it is
one of a series of stated interest payments on a Note that are unconditionally payable at least annually at a single fixed
rate, with certain exceptions for lower rates paid during some periods, applied to the outstanding principal amount of
the Note. There are special rules for floating rate Notes that are discussed under “—Floating Rate Notes”.
In general, your Note is not a discount Note if the amount by which its stated redemption price at maturity
exceeds its issue price is less than the de minimis amount of ¼ of 1 percent of its stated redemption price at maturity
multiplied by the number of complete years to its maturity. Your Note would have de minimis original issue discount
if the amount of the excess is less than the de minimis amount. If your Note has de minimis original issue discount,
you would include the de minimis amount in income as stated principal payments are made on the Note, unless you
make the election described below under “—Election to Treat All Interest as Original Issue Discount”. You candetermine the includible amount with respect to each such payment by multiplying the total amount of your Note’s deminimis original issue discount by a fraction equal to:•the amount of the principal payment madedivided by:57

•

the stated principal amount of the Note.

Generally, if your discount Note matures more than one year from its date of issue, you would include originalissue discount, or OID, in income before you receive cash attributable to that income. The amount of OID that you
would include in income is calculated using a constant-yield method, and generally you would include increasingly
greater amounts of OID in income over the life of your Note. More specifically, you can calculate the amount of OID
that you would include in income by adding the daily portions of OID with respect to your discount Note for each day
during the taxable year or portion of the taxable year that you hold your discount Note. You can determine the daily
portion by allocating to each day in any accrual period a pro rata portion of the OID allocable to that accrual period.
You may select an accrual period of any length with respect to your discount Note and you may vary the length ofeach accrual period over the term of your discount Note. However, no accrual period may be longer than one year andeach scheduled payment of interest or principal on the discount Note must occur on either the first or final day of an
accrual period.
You can determine the amount of OID allocable to an accrual period by:•multiplying your discount Note’s adjusted issue price at the beginning of the accrual period by yourNote’s yield to maturity, and then•subtracting from this figure the sum of the payments of qualified stated interest on your Note
allocable to the accrual period.

You must determine the discount Note’s yield to maturity on the basis of compounding at the close of eachaccrual period and adjusting for the length of each accrual period. Further, you determine your discount Note’s
adjusted issue price at the beginning of any accrual period by:•adding your discount Note’s issue price and any accrued OID for each prior accrual period, and then•subtracting any payments previously made on your discount Note that were not qualified statedinterest payments.

If an interval between payments of qualified stated interest on your discount Note contains more than one accrual
period, then, when you determine the amount of OID allocable to an accrual period, you would allocate the amountof qualified stated interest payable at the end of the interval, including any qualified stated interest that is payable on
the first day of the accrual period immediately following the interval, pro rata to each accrual period in the interval
based on their relative lengths. In addition, you would increase the adjusted issue price at the beginning of each accrual
period in the interval by the amount of any qualified stated interest that has accrued prior to the first day of the accrual
period but that is not payable until the end of the interval. You may compute the amount of OID allocable to an initialshort accrual period by using any reasonable method if all other accrual periods, other than a final short accrual period,
are of equal length.
The amount of OID allocable to the final accrual period is equal to the difference between:•

the amount payable at the maturity of your Note, other than any payment of qualified stated interest,
and•your Note’s adjusted issue price as of the beginning of the final accrual period.

Acquisition Premium. If you purchase your Note for an amount that is less than or equal to the sum of allamounts, other than qualified stated interest, payable on your Note after the purchase date but is greater than theamount of your Note’s adjusted issue price, as determined above under “— General”, the excess is acquisition
premium. If you do not make the election described below under “— Election to Treat All Interest as Original Issue
Discount”, then you would reduce the daily portions of OID by a fraction equal to:•the excess of your adjusted basis in the Note immediately after purchase over the adjusted issue
price of the Note,

58

divided by:•

the excess of the sum of all amounts payable, other than qualified stated interest, on the Note after
the purchase date over the Note’s adjusted issue price.

Pre-Issuance Accrued Interest. An election may be made to decrease the issue price of your Note by the amountof pre-issuance accrued interest if:•

a portion of the initial purchase price of your Note is attributable to pre-issuance accrued interest,•

the first stated interest payment on your Note is to be made within one year of your Note’s issue
date, and•the payment would equal or exceed the amount of pre-issuance accrued interest.

If this election is made, a portion of the first stated interest payment would be treated as a return of the excluded
pre-issuance accrued interest and not as an amount payable on your Note.
Notes Subject to Contingencies Including Optional Redemption. Your Note is subject to a contingency if itprovides for an alternative payment schedule or schedules applicable upon the occurrence of a contingency orcontingencies, other than a remote or incidental contingency, whether such contingency relates to payments of interest
or of principal. In such a case, you would determine the yield and maturity of your Note by assuming that the payments
would be made according to the payment schedule most likely to occur if:•

the timing and amounts of the payments that comprise each payment schedule are known as of theissue date and•one of such schedules is significantly more likely than not to occur.

If there is no single payment schedule that is significantly more likely than not to occur, other than because of amandatory sinking fund, you would include income on your Note in accordance with the general rules that govern
contingent payment obligations. These rules will be discussed in the applicable Final Terms.
Notwithstanding the general rules for determining yield and maturity, if your Note is subject to contingencies,and either you or we have an unconditional option or options that, if exercised, would require payments to be madeon the Note under an alternative payment schedule or schedules, then:•in the case of an option or options that we may exercise, we would be deemed to exercise or not
exercise an option or combination of options in the manner that minimizes the yield on your Noteand•in the case of an option or options that you may exercise, you would be deemed to exercise or not
exercise an option or combination of options in the manner that maximizes the yield on your Note.

If both you and we hold options described in the preceding sentence, those rules would apply to each option in
the order in which they may be exercised. You would determine the yield on your Note for the purposes of those
calculations by using any date on which your Note may be redeemed or repurchased as the maturity date and theamount payable on such date in accordance with the terms of your Note as the principal amount payable at maturity.
If a contingency, including the exercise of an option, actually occurs or does not occur contrary to an assumption
made according to the above rules then, except to the extent that a portion of your Note is repaid as a result of thischange in circumstances and solely to determine the amount and accrual of OID, you would redetermine the yield andmaturity of your Note by treating your Note as having been retired and reissued on the date of the change incircumstances for an amount equal to your Note’s adjusted issue price on that date.
Election to Treat All Interest as Original Issue Discount. You may elect to include in gross income all interest
that accrues on your Note using the constant-yield method described above under “— General”, with the modifications
59

described below. For purposes of this election, interest will include stated interest, OID, de minimis original issue
discount, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bondpremium, described below under “— Notes Purchased at a Premium,” or acquisition premium.
If you make this election for your Note, then, when you apply the constant-yield method:•

the issue price of your Note would equal your cost,•

the issue date of your Note would be the date you acquired it, and•no payments on your Note would be treated as payments of qualified stated interest.

Generally, this election will apply only to the Note for which you make it; however, if the Note has amortizablebond premium, you would be deemed to have made an election to apply amortizable bond premium against interest
for all debt instruments with amortizable bond premium, other than debt instruments the interest on which is excludiblefrom gross income, that you hold as of the beginning of the taxable year to which the election applies or thereafter.
Additionally, if you make this election for a market discount Note, you would be treated as having made the election
discussed below under “— Market Discount” to include market discount in income currently over the life of all debt
instruments having market discount that you acquire on or after the first day of the first taxable year to which theelection applies. You may not revoke any election to apply the constant-yield method to all interest on a Note or the
deemed elections with respect to amortizable bond premium or market discount Notes without the consent of the IRS.
Floating Rate Notes. Your Note would be a floating rate Note if:•••

your Note’s issue price does not exceed the total noncontingent principal payments by more thanthe lesser of:
1.

.015 multiplied by the product of the total noncontingent principal payments and the numberof complete years to maturity from the issue date, or2.

15 percent of the total noncontingent principal payments; andyour Note provides for stated interest, compounded or paid at least annually, only at:1.

one or more qualified floating rates,2.

a single fixed rate and one or more qualified floating rates,

3.

a single objective rate, or4.

a single fixed rate and a single objective rate that is a qualified inverse floating rate; andthe value of any floating rate on any date during the term of your Note is set no earlier than threemonths prior to the first day on which that value is in effect and no later than one year followingthat first day.

Your Note would have a floating rate that is a qualified floating rate if:•

variations in the value of the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which your Note is denominated;or•the rate is equal to such a rate either:1.

multiplied by a fixed multiple that is greater than 0.65 but not more than 1.35 or2.

multiplied by a fixed multiple greater than 0.65 but not more than 1.35, and then increased or
decreased by a fixed rate.

60

If your Note provides for two or more qualified floating rates that are within 0.25 percentage points of each otheron the issue date or can reasonably be expected to have approximately the same values throughout the term of theNote, the qualified floating rates together constitute a single qualified floating rate.
Your Note would not have a qualified floating rate, however, if the rate is subject to certain restrictions (including
caps, floors, governors, or other similar restrictions) unless such restrictions are caps, floors or governors that are fixed
throughout the term of the Note or such restrictions are not reasonably expected to significantly affect the yield on the
Note.
Your Note would have a floating rate that is a single objective rate if:•

the rate is not a qualified floating rate, and•the rate is determined using a single, fixed formula that is based on objective financial or economic
information that is not within the control of or unique to the circumstances of the issuer or a related
party.

Your Note would not have a floating rate that is an objective rate, however, if it is reasonably expected that the
average value of the rate during the first half of your Note’s term would be either significantly less than or significantly
greater than the average value of the rate during the final half of your Note’s term.
An objective rate as described above is a qualified inverse floating rate if:•

the rate is equal to a fixed rate minus a qualified floating rate and•the variations in the rate can reasonably be expected to inversely reflect contemporaneous variationsin the cost of newly borrowed funds.

Your Note would also have a single qualified floating rate or an objective rate if interest on your Note is stated
at a fixed rate for an initial period of one year or less followed by either a qualified floating rate or an objective rate
for a subsequent period, and either:•

the fixed rate and the qualified floating rate or objective rate have values on the issue date of theNote that do not differ by more than 0.25 percentage points or•

the value of the qualified floating rate or objective rate is intended to approximate the fixed rate.

In general, if your floating rate Note provides for stated interest at a single qualified floating rate or objective
rate, or one of those rates after a single fixed rate for an initial period, all stated interest on your Note is qualified statedinterest. In this case, the amount of OID, if any, is determined by using, in the case of a qualified floating rate or
qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating
rate, or, for any other objective rate, a fixed rate that reflects the yield reasonably expected for your Note.
If your floating rate Note does not provide for stated interest at a single qualified floating rate or a single objective
rate, and also does not provide for interest payable at a fixed rate other than a single fixed rate for an initial period,
you generally would determine the interest and OID accruals on your Note by:•determining a fixed rate substitute for each floating rate provided under your floating rate Note,•constructing the equivalent fixed rate debt instrument, using the fixed rate substitute describedabove,•

determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate
debt instrument, and•adjusting for actual floating rates during the applicable accrual period.

61

When you determine the fixed rate substitute for each floating rate provided under the floating rate Note, you
generally will use the value of each floating rate as of the issue date or, for an objective rate that is not a qualified
inverse floating rate, a rate that reflects the reasonably expected yield on your Note.
If your floating rate Note provides for stated interest either at one or more qualified floating rates or at a qualified
inverse floating rate, and also provides for stated interest at a single fixed rate other than at a single fixed rate for an
initial period, you generally would determine interest and OID accruals by using the method described in the previous
paragraph. However, your floating rate Note would be treated, for purposes of the first three steps of the determination,
as if your Note had provided for a qualified floating rate, or a qualified inverse floating rate, rather than the fixed rate.
The qualified floating rate, or qualified inverse floating rate, that replaces the fixed rate must be such that the fairmarket value of your floating rate Note as of the issue date approximates the fair market value of an otherwise identicaldebt instrument that provides for the qualified floating rate, or qualified inverse floating rate, rather than the fixed rate.
Short-Term Notes. In general, if you are an individual or other cash basis United States holder of a short-term
Note, you are not required to accrue OID, as specially defined below for the purposes of this paragraph, for UnitedStates federal income tax purposes unless you elect to do so (although it is possible that you may be required to include
any stated interest in income as you receive it). If you are an accrual basis taxpayer, a taxpayer in a special class,including, but not limited to, a regulated investment company, common trust fund, or a certain type of pass-throughentity, or a cash basis taxpayer who so elects, you would be required to accrue OID on short-term Notes on either astraight-line basis or under the constant-yield method, based on daily compounding. If you are not required and do notelect to include OID in income currently, any gain you realize on the sale or retirement of your short-term Note would
be ordinary income to the extent of the accrued OID, which would be determined on a straight-line basis unless you
make an election to accrue the OID under the constant-yield method, through the date of sale or retirement. However,
if you are not required and do not elect to accrue OID on your short-term Notes, you would be required to defer
deductions for interest on borrowings allocable to your short-term Notes in an amount not exceeding the deferredincome until the deferred income is realized.
When you determine the amount of OID subject to these rules, you must include all interest payments on yourshort-term Note, including stated interest, in your short-term Note’s stated redemption price at maturity.
Foreign Currency Discount Notes. If your discount Note is denominated in, or determined by reference to, aforeign currency, you would determine OID for any accrual period on your discount Note in the foreign currency andthen translate the amount of OID into U.S. dollars in the same manner as stated interest accrued by an accrual basis
United States holder, as described under “— United States Holders — Payments of Interest”. You may recognize
ordinary income or loss when you receive an amount attributable to OID in connection with a payment of interest or
the sale or retirement of your Note.
Market Discount
You would be treated as if you purchased your Note, other than a short-term Note, at a market discount, andyour Note would be a market discount Note if:•

you purchase your Note for less than its issue price as determined above under “Original Issue
Discount — General” and•the difference between the Note’s stated redemption price at maturity or, in the case of a discountNote, the Note’s revised issue price, and the price you paid for your Note is equal to or greater than
¼ of 1 percent of your Note’s stated redemption price at maturity multiplied by the number ofcomplete years to the Note’s maturity. To determine the revised issue price of your Note for these
purposes, you generally add any OID that has accrued on your Note to its issue price.

If your Note’s stated redemption price at maturity or, in the case of a discount Note, its revised issue price,
exceeds the price you paid for the Note by less than ¼ of 1 percent of the Note’s stated redemption price at maturity
multiplied by the number of complete years to the Note’s maturity, the excess constitutes de minimis market discount,and the rules discussed below are not applicable to you.
You must treat any gain you recognize on the maturity or disposition of your market discount Note as ordinary
income to the extent of the accrued market discount on your Note. Alternatively, you may elect to include market
62discount in income currently over the life of your Note. If you make this election, it would apply to all debt instrumentswith market discount that you acquire on or after the first day of the first taxable year to which the election applies.
You may not revoke this election without the consent of the IRS. If you own a market discount Note and do not makethis election, you would generally be required to defer deductions for interest on borrowings allocable to your Note inan amount not exceeding the accrued market discount on your Note until the maturity or disposition of your Note.
If you own a market discount Note, the market discount would accrue on a straight-line basis unless an election
is made to accrue market discount using a constant-yield method. If you make this election, it would apply only to theNote with respect to which it is made and you may not revoke it. You would, however, not include accrued market
discount in income unless you elect to do so as described above.
Notes Purchased at a Premium
If you purchase your Note for an amount in excess of its principal amount (or, in the case of a discount Note, in
excess of the sum of all amounts payable on the Note after the acquisition date (other than payments of qualified statedinterest)), you may elect to treat the excess (after excluding the portion of the purchase price attributable to preissuance accrued interest) as amortizable bond premium. If you make this election, you would reduce the amountrequired to be included in your income each accrual period with respect to interest on your Note by the amount ofamortizable bond premium allocable to that accrual period, based on your Note’s yield to maturity.
If the amortizable bond premium allocable to an accrual period exceeds your interest income from your Note forsuch accrual period, such excess is first allowed as a deduction to the extent of interest included in your income inrespect of the Note in previous accrual periods and is then carried forward to your next accrual period. If theamortizable bond premium allocable and carried forward to the accrual period in which your Note is sold, retired orotherwise disposed of exceeds your interest income for such accrual period, you would be allowed an ordinary
deduction equal to such excess.
If your Note is denominated in, or determined by reference to, a foreign currency, you would compute youramortizable bond premium in units of the foreign currency and your amortizable bond premium would reduce yourinterest income in units of the foreign currency. Gain or loss recognized that is attributable to changes in exchange
rates between the time your amortized bond premium offsets interest income and the time of the acquisition of yourNote is generally taxable as ordinary income or loss.
If you make an election to amortize bond premium, it would apply to all debt instruments, other than debt
instruments the interest on which is excludible from gross income, that you hold at the beginning of the first taxable
year to which the election applies or that you thereafter acquire, and you may not revoke it without the consent of the
IRS. See also “Original Issue Discount — Election to Treat All Interest as Original Issue Discount”.
Purchase, Sale and Retirement of the Notes
Your tax basis in your Note will generally be the U.S. dollar cost, as defined below, of your Note, adjusted by:•adding any OID or market discount previously included in income with respect to your Note, andthen•subtracting any payments on your Note that are not qualified stated interest payments (such as any
pre-issuance accrued interest that you previously received) and any amortizable bond premium tothe extent that such premium either reduced interest income on your Note or gave rise to a deduction
on your Note.

If you purchase your Note with foreign currency, the U.S. dollar cost of your Note would generally be the U.S.
dollar value of the purchase price on the date of purchase. However, if you are a cash basis taxpayer, or an accrualbasis taxpayer if you so elect, and your Note is traded on an established securities market, as defined in the applicable
Treasury regulations, the U.S. dollar cost of your Note would be the U.S. dollar value of the purchase price on thesettlement date of your purchase.
You will generally recognize gain or loss on the sale or retirement of your Note equal to the difference, if any,
between (i) the amount you realize on the sale or retirement (other than any amounts attributable to accrued but unpaid
63

interest, which will be treated as interest payments except to the extent that such amounts are a return of pre-issuanceaccrued interest) and (ii) your adjusted tax basis in your Note. If your Note is sold or retired for an amount in foreign
currency, the amount you realize would be the U.S. dollar value of such amount on the date the Note is disposed of or
retired, except that in the case of a Note that is traded on an established securities market, as defined in the applicable
Treasury regulations, a cash basis taxpayer, or an accrual basis taxpayer that so elects, would determine the amountrealized based on the U.S. dollar value of the foreign currency on the settlement date of the sale.
You will recognize capital gain or loss when you sell or retire your Note, except to the extent:•

described above under “— Original Issue Discount — Short-Term Notes” or “— Market Discount”,
or•attributable to changes in exchange rates as described below.

Capital gain of individual taxpayers from the sale or retirement of Notes held for more than one year may be
eligible for reduced rates of taxation. The deductibility of a capital loss is subject to significant limitations.
You must treat any portion of the gain or loss that you recognize on the sale or retirement of a Note as ordinary
income or loss to the extent attributable to changes in exchange rates. However, you take exchange gain or loss into
account only to the extent of the total gain or loss you realize on the transaction.
Exchange of Amounts in Other Than U.S. Dollars
If you receive foreign currency as interest on your Note or on the sale or retirement of your Note, your tax basis
in the foreign currency would equal its U.S. dollar value when the interest is received or at the time of the sale orretirement. If you purchase foreign currency, you generally would have a tax basis equal to the U.S. dollar value ofthe foreign currency on the date of your purchase. If you sell or dispose of a foreign currency, including if you use it
to purchase Notes or exchange it for U.S. dollars, any gain or loss recognized generally would be ordinary income orloss.
Notes to be Discussed in Final Terms
The applicable Final Terms will discuss the special United States federal income tax rules that apply to variableredemption amount Notes with a maturity of one year or less, high interest Notes, low interest Notes, step-up Notes,
step-down Notes, dual currency Notes, reverse dual currency Notes, optional dual currency Notes, Structured Notes(including Capital at Risk Notes), Notes that are subject to the special tax rules governing contingent payment debt
instruments, Notes that provide for installment payments and Partly Paid Notes.
Information with Respect to Foreign Financial Assets
A United States holder that owns “specified foreign financial assets” with an aggregate value in excess of$50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect tosuch assets with its tax returns. “Specified foreign financial assets” may include financial accounts maintained byforeign financial institutions, as well as the following, but only if they are held for investment and not held in accounts
maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial
instruments and contracts that have non-United States issuers or counterparties, and (iii) interests in foreign entities.
United States holders are urged to consult their tax advisors regarding the application of this reporting requirement totheir ownership of the Notes.
Treasury Regulations Requiring Disclosure of Reportable Transactions
Treasury regulations require United States taxpayers to report certain transactions that give rise to a loss in excess
of certain thresholds (a “Reportable Transaction”). Under these regulations, if the Notes are denominated in a foreign
currency, a United States holder that recognizes a loss with respect to the Notes that is characterized as an ordinary
loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report
the loss on IRS Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in theregulations. For individuals and trusts, this loss threshold is $50,000 in any single taxable year. For other types of64

taxpayers and other types of losses, the thresholds are higher. You should consult with your tax advisor regarding any
tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of the Notes.
Backup Withholding and Information Reporting
The Corporation is not subject to the reporting requirements that are imposed by United States law with respect
to certain payments of interest or principal on debt obligations, nor is it subject to backup withholding tax imposed,
in certain circumstances, by United States law with respect to such payments. While regulations issued by the IRS
confirm that the information reporting and backup withholding requirements do not apply to the Fiscal Agent, theGlobal Agent or the Singapore Paying Agent with respect to the Notes, such agents may file information returns with
the IRS with respect to payments on Notes made within the United States to certain non-corporate United States
persons as if such returns were required of it.
Brokers, trustees, custodians and other intermediaries within the United States are subject to the reporting andbackup withholding requirements with respect to certain payments on the Notes received by them for the account ofcertain non-corporate United States persons, and foreign persons receiving payments on the Notes within the UnitedStates may be required by such intermediaries to establish their status in order to avoid information reporting andbackup withholding of tax by such intermediaries in respect of such payments. Foreign persons receiving paymentson the Notes outside the United States through foreign brokers, trustees, custodians or other intermediaries (including
Euroclear and Clearstream, Luxembourg participants) generally are not required to establish their status as foreign
persons in order to avoid information reporting and backup withholding of tax. If, however, such broker, trustee,custodian or other intermediary is (i) a controlled foreign corporation for United States tax purposes, (ii) a foreign
person 50% or more of whose gross income is effectively connected with a United States trade or business for a
specified three-year period, or (iii) a foreign partnership, if at any time during its tax year, one or more of its partners
are U.S. persons (as defined in U.S. Treasury regulations) who in the aggregate hold more than 50% of the income orcapital interest in the partnership or if, at any time during its tax year, such foreign partnership is engaged in a UnitedStates trade or business, information reporting (but not backup withholding) may apply to such payments.
You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed
your income tax liability by filing a refund claim with the IRS.

65

CURRENCY CONVERSIONS
Payments for Notes
Investors will be required to pay for Notes in the applicable Specified Currency. Each Dealer may, under certain
terms and conditions, arrange for the conversion of the Investor’s Currency into the Specified Currency to enable
investors whose financial activities are denominated principally in the Investor’s Currency to pay for the Notes in theSpecified Currency. Each such conversion will be made by such Dealer (in this respect acting as principal and not as
an agent of the Corporation) on such terms and subject to such conditions, limitations and charges as such Dealer mayfrom time to time establish in accordance with its regular foreign exchange practices, and subject to any applicablelaws and regulations. All costs of conversion will be borne by such investors of the Notes.
Payments on Notes
Payments in respect of such Notes will be made in the Specified Currency for principal, premium (if any) and/orinterest payments as specified in the applicable Final Terms. Currently, there are limited facilities in the United States
for the conversion of U.S. dollars into foreign currencies and vice versa. In addition, most banks in the United States
do not currently offer non-U.S. dollar denominated checking or savings account facilities in the United States.
Accordingly, unless otherwise specified in the applicable Final Terms, payments in respect of Notes in a Specified
Currency other than U.S. dollars will be made to an account outside the United States.
Noteholders holding interests in a DTC Global Note denominated in a Specified Currency other than U.S. dollars(“DTC Noteholders”) will receive payments in U.S. dollars, unless they elect to receive such payments in the Specified
Currency. In the event that a DTC Noteholder shall not have made such election, payments to such DTC Noteholder
will be converted to U.S. dollars by the Exchange Agent. The U.S. dollar amount in respect of any payment to be paid
to a DTC Noteholder who did not make a timely election to receive payment in the Specified Currency will be basedon the Exchange Agent’s spot rate for the purchase of U.S. dollars with the aggregate amount of the Specified Currency
payable to all DTC Noteholders receiving U.S. dollar payments, for settlement on the applicable Payment Date, at atime and date immediately preceding such Payment Date, unless otherwise specified in the applicable Final Terms. If
such spot rate is not available, the Exchange Agent will obtain a bid quotation from a leading foreign exchange bankin London or New York City selected by the Exchange Agent for such purchase. All costs of any such conversion into
U.S. dollars will be borne by the relevant DTC Noteholder by deduction from such payments. If no spot rate or bid
quotation is available, the Exchange Agent shall notify the Global Agent and the Corporation and the Global Agentshall make payments in the Specified Currency to Noteholders who were expecting to receive U.S. dollars, provided
that such payment will only be made to such a Noteholder if and when the Global Agent has been notified of theSpecified Currency account to which such payment should be made.
A DTC Noteholder may elect to receive payment of the principal and premium (if any) of, or interest with respect
to, the Notes in the Specified Currency (other than U.S. dollars) by notifying DTC by the DTC Record Date of (i)such holder’s election to receive all or a portion of such payment in the Specified Currency for value the relevant due
date for interest payment or final redemption, as the case may be, and (ii) wire transfer instructions to an accountdenominated in the Specified Currency with respect to any payment to be made in the Specified Currency. Suchelection shall be made by the Noteholder holding its interest in a DTC Global Note and any such election in respectof that payment shall be irrevocable. An indirect DTC participant must notify the DTC Noteholder through which itis holding its interest in a DTC Global Note of such election and wire transfer instructions by the DTC Record Date.
DTC will notify the Exchange Agent of such election and wire transfer instructions and of the amount of the Specified
Currency to be converted into U.S. dollars, prior to 5:00 p.m. (New York City time) on the fifth DTC business day
following the DTC Record Date. If complete instructions are received by the DTC participant and forwarded by the
DTC participant to DTC, and by DTC to the Global Agent, on or prior to such dates, the DTC Noteholder will receive
payment in the Specified Currency outside DTC. Otherwise, only U.S. dollar payments will be made by the Global
Agent. Payments in the Specified Currency (other than U.S. dollars) outside DTC will be made by wire transfer ofsame day funds in accordance with the relevant wire transfer instructions for value the relevant payment date.

66

PLAN OF DISTRIBUTION
Dealers
The Program provides for the appointment of dealers in respect of any particular issue of Notes (all such dealers
together, the “Dealers”). Morgan Stanley & Co. International plc (“Morgan Stanley”) is arranger of the Program
pursuant to a Program Agreement between the Corporation and Morgan Stanley, dated October 11, 2021. There areno sponsoring dealers under the Program. Any Dealer will be able to purchase Notes on an underwritten basis, either
individually or as part of a syndicate, or on an agency basis.
Standard Provisions
Notes may be sold from time to time by the Corporation to or through any one or more Dealers and by the
Corporation itself. The arrangements under which the Notes may from time to time be agreed to be sold by the
Corporation to or through the Dealers are set out in the Standard Provisions dated as of October 11, 2021 (as amended
or supplemented from time to time, the “Standard Provisions”). The Standard Provisions will be incorporated byreference into the terms agreement by which Dealers are appointed in respect of a particular issue of Notes.
Any agreement for the sale of Notes will, inter alia, make provision for the form and terms and conditions of therelevant Notes, the method of distribution of the Notes, the price at which such Notes will be purchased by the relevant
Dealer(s) and the commissions or other agreed deductibles (if any) which are payable or allowable by the Corporationin respect of such purchase. In addition, each placement of Notes is subject to certain conditions, including thecondition that there shall not have occurred any national or international calamity or development, crisis of a politicalor economic nature, or change in the money or capital markets in which the Notes are being offered, the effect ofwhich on such financial markets shall be such as in the judgment of the relevant Dealer(s) or the Corporation materiallyadversely affects the ability of the relevant Dealer(s) to sell or distribute the Notes, whether in the primary market orin respect of dealings in the secondary market.
Sales Restrictions
No action has been or will be taken in any jurisdiction by any Dealer or the Corporation that would permit apublic offering of any of the Notes, or possession or distribution of this Prospectus, or any part thereof including any
Final Terms, or any other offering or publicity material relating to the Notes, in such jurisdiction. The relevant
Dealer(s) (and the Corporation in connection with sales of Notes on its own behalf) will, to the best of its knowledge,
comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells, ordelivers Notes or has in its possession or distributes this Prospectus, or any part thereof including any Final Terms, or
any such other material, in all cases at its own expense.
No Dealer is authorized to make any representation or use any information in connection with the issue, offeringand sale of the Notes other than as contained in this Prospectus, the applicable Final Terms or such other information
relating to the Corporation and/or the Notes which the Corporation has authorized to be used.
Selling restrictions may be modified by the agreement of the Corporation and the relevant Dealer(s) following achange in any relevant law, regulation or directive. Selling restrictions may also be added to reflect the requirementsof any particular Specified Currency. Any such modification or addition will be set out in the Final Terms issued in
respect of each issue of Notes to which such modification or addition relates or in a supplement to this Prospectus.
United States
The Notes are not required to be registered under the U.S. Securities Act of 1933, as amended.
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the UnitedStates or its possessions, except in certain transactions permitted by U.S. tax regulations. Accordingly, under U.S.
federal tax laws and regulations, Bearer Notes (including Temporary Global Notes and Permanent Global Notes) witha maturity of more than one year may not be offered or sold during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the United States or to United States persons (each as
defined below) other than to an office located outside the United States of a United States financial institution (asdefined in United States Treasury Regulations Section 1.165-12(c)(1)(v)), purchasing for its own account or for resaleor for the account of certain customers, that provides a certificate stating that it agrees to comply with the requirementsof Section 165(j)(3)(A), (B) or (C) of the Code, and the United States Treasury Regulations thereunder, or to certain
other persons described in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(1)(iii)(B). Moreover, such
67

Bearer Notes may not be delivered in connection with their sale during the restricted period within the United States.
Any distributor (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(4)) participating in theoffering or sale of Bearer Notes with a maturity of more than one year must agree that it will not offer or sell during
the restricted period any such Bearer Notes within the United States or to United States persons (other than the persons
described above), it will not deliver in connection with the sale of such Bearer Notes during the restricted period any
such Bearer Notes within the United States and it has in effect procedures reasonably designed to ensure that its
employees and agents who are directly engaged in selling the Bearer Notes are aware of the restrictions on offers andsales described above. No Bearer Notes (other than a Temporary Global Note and certain Bearer Notes described in
the following paragraph) with a maturity of more than one year may be delivered, nor may interest be paid on any
such Bearer Note, until the person entitled to receive such Bearer Note or such interest furnishes a written certificate
to the effect that the relevant Bearer Note (i) is owned by a person that is not a United States person, (ii) is owned bya United States person that is a foreign branch of a United States financial institution purchasing for its own accountor for resale, or is owned by a United States person who acquired the Bearer Note through the foreign branch of sucha financial institution and who holds the Bearer Note through such financial institution on the date of certification,
provided, in either case, that such financial institution provides a certificate to the Corporation or the distributor selling
the Bearer Note to it, within a reasonable time of selling the Bearer Note, stating that it agrees to comply with therequirements of Section 165(j)(3)(A), (B) or (C) of the Code and the United States Treasury Regulations thereunder,or (iii) is owned by a financial institution for purposes of resale during the restricted period. A financial institution
described in clause (iii) of the preceding sentence (whether or not also described in clause (i) or (ii)) must certify thatit has not acquired the Bearer Note for purposes of resale directly or indirectly to a United States person or to a person
within the United States. In the case of a Note represented by a Permanent Global Note, such certification must be
given in connection with notation of a beneficial owner’s interest therein.
A Bearer Note will not be subject to the certification requirements described in the preceding paragraph if the
Bearer Note is sold during the restricted period and all of the following conditions are satisfied: (i) the interest andprincipal with respect to the Bearer Note are denominated only in the currency of a single foreign country; (ii) theinterest and principal with respect to the Bearer Note are payable only within that foreign country; (iii) the Bearer
Note is offered and sold in accordance with practices and documentation customary in that foreign country; (iv) the
distributor of the Bearer Note agrees to use reasonable efforts to sell the Bearer Note within that foreign country; (v)the Bearer Note is not listed, or the subject of an application for listing, on an exchange located outside that foreigncountry; (vi) the U.S. Internal Revenue Service has designated the foreign country as a foreign country in which
certification under Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i) is not permissible; (vii) the issue of the
Bearer Note is subject to guidelines or restrictions imposed by governmental, banking or securities authorities in that
foreign country; and (viii) more than 80 per cent., by value, of the Bearer Notes included in the offering of which the
Bearer Note is a part are sold to non-distributors by distributors maintaining an office located in that foreign country.
Bearer Notes that are convertible into U.S. dollar denominated debt obligations or which are otherwise linked by theirterms to the U.S. dollar are not eligible for the certification exemption described in this paragraph. The only foreigncountries that have been designated as foreign countries in which certification under Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(i) is not permissible are Switzerland and Germany.
Each Temporary Global Note, Permanent Global Note or Bearer Note with a maturity of more than one year,
and any Talons and Coupons relating to such Bearer Notes, will bear the following legend:“Any United States person who holds this obligation will be subject to limitations under the United States income
tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.”
As used herein, “United States person” means any citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under the laws of the United States and any estate or trust theincome of which is subject to United States federal income taxation regardless of its source, and “United States” means
the United States of America (including the states thereof and the District of Columbia) and its possessions. Other
terms used herein have the meanings given to them by the Code and the Treasury Regulations issued thereunder.
United Kingdom
Each Dealer will be required to represent, warrant and agree that it has complied and will comply with allapplicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation
to the Notes in, from or otherwise involving the United Kingdom.

68

JapanThe Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan(Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Law”) and each Dealer will be required
to represent, warrant and agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from theregistration requirements of, or otherwise in compliance with, the Financial Instruments and Exchange Law and anyother applicable laws, regulations and ministerial guidelines of Japan.
Singapore
Each Dealer will be required to acknowledge that this Prospectus has not been registered as a prospectus with
the Monetary Authority of Singapore. Accordingly, each Dealer will be required to represent, warrant and agree thatit has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription andpurchase and that it will not offer or sell any Notes or cause such Notes to be made the subject of an invitation forsubscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Prospectus or any
other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any
Notes, whether directly or indirectly, to any persons in Singapore other than (a) to an institutional investor (as definedin Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the“SFA”)) pursuant to Section 274 of the SFA; (b) to a relevant person (as defined in Section 275(2) of the SFA)
pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance withthe conditions specified in Section 275 of the SFA; or (c) otherwise pursuant to, and in accordance with the conditionsof, any other applicable provision of the SFA. Where Notes are subscribed or purchased under Section 275 of the SFA
by a relevant person which is:a)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; orb) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporationor the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months
after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA
except:(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(c)(ii) of the SFA;(ii) where no consideration is or will be given for the transfer;(iii) where the transfer is by operation of law;(iv) as specified in Section 276(7) of the SFA; or(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities andSecurities-based Derivatives Contracts) Regulations 2018 of Singapore.
Hong Kong
In relation to each Tranche of Notes issued by the Corporation, each Dealer will be required to represent, warrant
and agree that:(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes(except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance(Cap. 571) of Hong Kong (the “Securities and Futures Ordinance”)) other than (i) to “professional
investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance;or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or
which do not constitute an offer to the public within the meaning of that Ordinance; and69

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitationor document relating to the Notes, which is directed at, or the contents of which are likely to be accessedor read by, the public of Hong Kong (except if permitted to do so under the securities laws of HongKong), other than with respect to Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to “professional investors” as defined in the Securities and Futures
Ordinance and any rules made under that Ordinance.

70

VALIDITY OF THE NOTESThe validity of the Notes will be passed on by the General Counsel, or the Deputy General Counsel, of the
Corporation and by Sullivan & Cromwell LLP (as to Notes governed by New York law) and Linklaters LLP (as toNotes governed by English law), counsel to the Dealers, each of which, with respect to certain matters, will rely uponcounsel to the Corporation. It is expected that the validity of Notes governed by the law of any other jurisdiction will
be passed on by counsel to the relevant Dealers at the time of issue.
The opinions of counsel to the Corporation, Sullivan & Cromwell LLP and Linklaters LLP will be conditioned
upon, and subject to certain assumptions regarding, future action required to be taken by the Corporation and the
Global Agent or the Fiscal Agent in connection with the issuance and sale of any particular Note, the specific termsof Notes and other matters which may affect the validity of Notes but which cannot be ascertained on the date of such
opinions.

71

GENERAL INFORMATION
1.
The execution of all documents associated with the Program and, subject to the borrowing limit
authorized by the Board of Directors of the Corporation from time to time, the creation, issue, sale execution anddelivery of the Notes has been authorized by resolutions approved by the Board of Directors of the Corporation.
2.
Application has been made for Notes issued under the Program to be admitted to the Official List andadmitted to trading on the regulated market of the Luxembourg Stock Exchange.
3.
Application will be made to the SGX-ST for permission to deal in, and for quotation of, any Notes which
are agreed at the time of issue to be so listed on the SGX-ST. Such permission will be granted when such Notes havebeen admitted to the Official List of the SGX-ST. For so long as any Notes are listed on the SGX-ST and the rules of
the SGX-ST so require, such Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of S$200,000(or its equivalent in foreign currencies).
4.
For so long as any Notes are listed on the SGX-ST and the rules of the SGX-ST so require, in the eventthat any Global Note or Global Certificate is exchanged for Definitive Bearer Notes or, as the case may be, Certificates,
the Corporation will appoint and maintain a Paying Agent in Singapore where such Definitive Bearer Notes or, as thecase may be, Certificates, may be presented or surrendered for payment or redemption. In addition, in the event that a
Global Note or Global Certificate is exchanged for Definitive Bearer Notes or, as the case may be, Certificates, anannouncement of such exchange shall be made by or on behalf of the Corporation through the SGX-ST, and suchannouncement will include all material information with respect to the delivery of the Definitive Bearer Notes or, as
the case may be, Certificates, including details of the Paying Agent in Singapore.
5.
Each Bearer Note having a maturity of more than one year, Receipt, Coupon and Talon will bear thefollowing legend: “Any United States person who holds this obligation will be subject to limitations under the UnitedStates income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code”.
6.
For so long as Notes may be issued pursuant to this Prospectus, the following documents will be available,
during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection or collection by
a Noteholders upon reasonable request at the office of the Global Agent or may be provided by email to a Noteholder
following their prior written request to the Global Agent and provision of proof of holding and identity (in a form
satisfactory to the Global Agent):(i)

the Global Agency Agreement (which includes the form of the Global Notes, the Definitive Bearer
Notes, the Certificates, the Coupons, the Receipts and the Talons);(ii)

the Fiscal Agency Agreement;(iii)

the Supplemental Agency Agreement (which includes the forms of Notes held through CDP);(iv)

the Deed of Covenant;(v)

the Articles of Agreement of the Corporation;(vi)

the documents incorporated by reference in this Prospectus;(vii) each Final Terms (other than for an unlisted Series of Notes);(viii) a copy of this Prospectus together with any supplement to this Prospectus or further Prospectus;
and
(ix)

all reports, letters and other documents, balance sheets, valuations and statements by any expert
any part of which is extracted or referred to in this Prospectus.

7.
This Prospectus and the Final Terms for Notes that are admitted to the Official List and admitted to tradingon the Luxembourg Stock Exchange’s regulated market will be published on the website of the Luxembourg Stock
Exchange (www.luxse.com).
8.
Copies of the latest Information Statement and the latest unaudited quarterly financial statements of the
Corporation may be obtained, and copies of the Global Agency Agreement, the Fiscal Agency Agreement, theSupplemental Agency Agreement and the Deed of Covenant will be available during normal business hours forinspection or collection by a Noteholders upon reasonable request, at the specified office of the Global Agent during72

normal business hours or may be provided by email to a Noteholder following their prior written request to the Global
Agent and provision of proof of holding and identity (in a form satisfactory to the Global Agent) so long as any of theNotes is outstanding.
9.
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investmentbanking and/or commercial banking transactions with, and may perform other services for the Corporation in theordinary course of business, including entering into swap or other derivative transactions with the Corporation in
conjunction with the issue of Notes under the Program. They have received, or may in the future receive, customary
fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the Dealers
and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (orrelated derivative securities) and financial instruments for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of the Corporation. The Dealers
and their affiliates may also make investment recommendations and/or publish or express independent research viewsin respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long
and/or short positions in such securities and instruments.

73

FORM OF FINAL TERMS[MiFID II product governance / Retail investors, professional investors and ECPs target market
The Corporation does not fall under the scope of application of the MiFID II package. Consequently, the Corporation
does not qualify as an “investment firm”, “manufacturer” or “distributor” for the purposes of MiFID II.
Solely for the purposes of [each/the] manufacturer[’s/s’] product approval process, the target market assessment inrespect of the Notes has led to the conclusion that: (i) the target market for the Notes is [eligible counterparties,
professional clients and retail clients], each as defined in MiFID II; 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/s’] target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, the expression “manufacturer” means [each of] the [Manager[s]/Dealer[s]] and theexpression “MiFID II” means Directive 2014/65/EU, as amended.][UK MiFIR product governance / Retail investors, professional investors and ECPs target market
The Corporation does not fall under the scope of application of the UK MiFIR package. Consequently, the Corporation
does not qualify as an “investment firm”, “manufacturer” or “distributor” for the purposes of MiFID II.
Solely for the purposes of [each/the] manufacturer[’s/s’] product approval process, the target market assessment inrespect of the Notes has led to the conclusion that: (i) the target market for the Notes is [retail clients and eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clientsas defined in UK MiFIR]; 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/s’]target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and ProductGovernance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (byeither adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution
channels.
For the purposes of this provision, the expression “manufacturer” means [each of] the [Manager[s]/Dealer[s]] and theexpression “UK MiFIR” means Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of theEuropean Union (Withdrawal) Act 2018.][Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified oramended from time to time (the “SFA”) - To insert notice if classification of the Notes is not “prescribed capital
markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).]1

1

Relevant Dealer(s)/Manager(s) to consider whether it / they have received the necessary product classification from the Corporation prior to thelaunch of the offer, pursuant to Section 309B of the SFA.

74

Final Terms dated [●]International Finance Corporation
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under its
Global Medium-Term Note Program

PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus
dated October 3, 2023 [and the supplemental Prospectus dated [ ]]. This document constitutes the Final Terms of
the Notes described herein and must be read in conjunction with the Prospectus [as so supplemented]. Full information
on International Finance Corporation (the “Corporation”) and the offer of the Notes is only available on the basis of
the combination of this Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the supplemental
Prospectus] [is] [are] available for viewing at [address] [and] [website] and copies may be obtained from [address].*
THE NOTES ARE NOT OBLIGATIONS OF ANY OTHER WORLD BANK GROUP ENTITY, INCLUDINGTHE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND THE
INTERNATIONAL DEVELOPMENT ASSOCIATION, OR OF ANY GOVERNMENT.
[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should
remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics
denote guidance for completing the Final Terms.]
1.

Issuer:International Finance Corporation

2.

(i)

Series Number:

[

]

(ii)

Tranche Number:[](If fungible with an existing Series, detailsof that Series, including the date on which
the Notes become fungible).
3.

Specified Currency or Currencies:

[

]

4.

Aggregate Nominal Amount:

[

]

(i)

Series:

[

]

(ii)

Tranche:[]5.

Issue Price:[ ] per cent. of the Aggregate Nominal Amount [plusaccrued interest from [insert date] (if applicable)]

6.

(i)

Specified Denominations:[ ] (If these Final Terms specify “Temporary Global
Notes exchangeable for individual Definitive Bearer
Notes on Exchange Date”, Notes may only be issued inSpecified Denomination(s))(ii)

Calculation Amount:[][(i)] Issue Date:[][(ii)] Interest Commencement Date:

[

]

7.

*

To adapt language in case of a tap issuance to refer to the terms and conditions included in the relevant prospectus.

75

8.

Maturity Date:[Specify date or (for Floating Rate Notes) Interest
Payment Date falling in or nearest to the relevant monthand year]

9.

Interest Basis:

10.

Redemption/Payment Basis:

11.

Change of Interest or
Redemption/Payment Basis:[[●] % Fixed Rate][[specify reference rate] +/– [●] % Floating Rate][Zero Coupon][Index-Linked Interest][Dual Currency Interest][Other (specify)](further particulars specified below)[Redemption at par][Index-Linked Redemption][Dual Currency Redemption][Partly Paid][Instalment][Other (specify)][Specify details of any provision for convertibility ofNotes into another interest or redemption/payment
basis]

12.

Put/Call Options:[Corporation Call][Automatic Call][Investor Put][(further particulars specified below)]

13.

Status of the Notes:

Senior14.

Method of distribution:[Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.

Fixed Rate Note Provisions:[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)(i)Rate[(s)] of Interest:[ ] per cent. per annum [payable [annually/semiannually/quarterly/monthly] in arrear](ii)

Interest Payment Date(s):[ ] in each year [adjusted in accordance with [specify
Business Day Convention and any applicable BusinessCentre(s) for the definition of “Business Day”]/not
adjusted](iii)

Fixed Coupon Amount(s):

[

(iv)

Broken Amount(s):[Insert particulars of any initial or final broken interest
amounts which do not correspond with the Fixed
Coupon Amount[(s)]](v)

Day Count Fraction:[30/360/Actual/Actual (ICMA)/other](vi)

Determination Dates:[ ] in each year (insert regular Interest Payment Dates,
ignoring Issue Date or Maturity Date in the case of along or short first or last coupon. N.B. only relevant
where Day Count Fraction is Actual/Actual (ICMA))(vii) Other terms relating to the method of
calculating interest for Fixed Rate
Notes:] per Calculation Amount[Not Applicable/give details]

76

16.

Floating Rate Note Provisions:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)Interest Period(s):

[

]

(ii)

Specified Interest Payment Dates:

[

]

(iii)

First Interest Payment Date:

[

]

(iv)

Interest Period Date:(v)

Business Day Convention:[ ](Not applicable unless different from Interest Payment
Date)[Floating Rate Convention/ Following Business Day
Convention/ Modified Following Business Day
Convention/ Preceding Business Day Convention/ other(give details)](vi)

Business Centre(s):[(vii) Manner in which the Rate(s) ofInterest is/are to be determined:[Screen Rate Determination/other (give details)](viii) Calculation Agent responsible forcalculating the Rate(s) of Interestand Interest Amount(s):[] [Global Agent]

(ix)

17.

]

Screen Rate Determination:‒

Reference Rate:

[

]

‒

Interest Determination Date(s):

[

]

‒

Relevant Screen Page:

[

]

‒

Relevant Financial Centre:

[

]

‒

Relevant Time:

[

]

(x)

Linear Interpolation:[Not Applicable/Applicable – the Rate of interest for the[long/short] [first/last] Interest Period shall becalculated using Linear Interpolation (specify for each
short or long interest period)](xi)

Margin(s):[+/-][ ] per cent. per annum(xii) Minimum Rate of Interest:[] per cent. per annum(xiii) Maximum Rate of Interest:[] per cent. per annum(xiv) Day Count Fraction:[](xv) Fall back provisions, rounding
provisions, denominator and anyother terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set out
in the Conditions:[]

Zero Coupon Note Provisions:[Applicable/Not Applicable](Please consider inclusion of benchmark replacement
provisions)(If not applicable, delete the remaining sub-paragraphsof this paragraph)(i)

Amortization Yield:[

77] per cent. per annum

(ii)
18.

19.

Any
other
formula/basis
determining amount payable:

of

[

]

Index-Linked Note/other variable-linked
interest Note Provisions:[Applicable/Not Applicable](If not applicable, delete the remaining subparagraphs of this paragraph)(i)

Index/Formula/other variable:[give or annex details](ii)

Calculation Agent responsible forcalculating the interest due:

[

]

(iii)

[Determination Agent responsible
for calculating the exchange rate:][[]/Not Applicable](iv)

Provisions for determining Coupon
where calculated by reference to
Index and/or Formula and/or othervariable:

[

]

(v)

Interest Determination Date(s):

[

]

(vi)

Provisions for determining Coupon
where calculation by reference to
Index and/or Formula and/or othervariableis
impossibleor
impracticableorotherwise
disrupted:[](vii) Interest Period(s):[](viii) Specified Interest Payment Dates:

[

]

(ix)

Business Day Convention:[Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day Convention/other(give details)](x)

Business Centre(s):

[

]

(xi)

Minimum Rate of Interest:[] per cent. per annum(xii) Maximum Rate of Interest:[] per cent. per annum(xiii) Day Count Fraction:[]

Dual Currency Interest Note Provisions:[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)(i)

Rate of Exchange/method
calculating Rate of Exchange:of[give details](ii)

Calculation
Agent,
ifany,
responsible for calculating theprincipal and/or interest due:

[

]

(iii)

Provisions
applicable
where
calculation by reference to Rate of
Exchange
impossibleor
impracticable:

[

]

(iv)

Person at whose option Specified
Currency(ies) is/are payable:

[

]

78

PROVISIONS RELATING TO REDEMPTION
20.

Call Option:[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)(i)

Optional Redemption Date(s):

[

]

(ii)

Optional Redemption Amount(s) ofeach Note and method, if any, of
calculation of such amount(s):[] per Calculation Amount(iii)

If redeemable in part:

(iv)
21.

22.

(a)

Minimum Redemption
Amount:[](b)

Maximum Redemption
Amount:

[

]

[

]

Notice period:

Automatic Early Redemption:[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)(i)

Optional Redemption Date(s):

[

]

(ii)

Optional Redemption Amount(s) ofeach Note and method, if any, of
calculation of such amount(s):[] per Calculation Amount(iii)

Notice period:

[

]

(iv)

Automatic redemption events:[give details]

Put Option:[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphsof this paragraph)

23.

(i)

Optional Redemption Date(s):

[

]

(ii)

Optional Redemption Amount(s) ofeach Note and method, if any, of
calculation of such amount(s):[] per Calculation Amount(iii)

Notice period[]

Final Redemption Amount of each Note:[[] per Calculation Amount/Not Applicable]

Capital at Risk Notes:[Yes/No]

In cases where the Final Redemption
Amount is index-linked or other variablelinked:(i)Index/Formula/variable:[give or annex details](ii)

Calculation Agent responsible forcalculating the Final Redemption
Amount:

[

]

(iii)

Provisions for determining Final
Redemption
Amountwhere
calculated by reference to Index

[

]

79

and/or Formulavariable:24.

and/or

other

(iv)

Determination Date(s):

[

]

(v)

Provisions for determining Final
Redemption
Amountwhere
calculation by reference to Index
and/or Formula and/or other variable
is impossible or impracticable orotherwise disrupted:

[

]

(vi)

Payment Date:[](vii) Minimum
Amount:Final

Redemption[] per Calculation Amount(viii) Maximum
Amount:Final

Redemption[] per Calculation Amount

Early
Redemption
Amount(s)perCalculation Amount payable on event ofdefault or other early redemption and/or the
method of calculating the same (if requiredor if different from that set out in theConditions):[]

Early Redemption Amount:

GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.

Form of Notes:

Bearer Notes:[Temporary Global Note exchangeable for a Permanent
Global Note on the Exchange Date][Temporary Global Note exchangeable for individual
Definitive Bearer Notes on Exchange Date]
Exchange Date in respect of Temporary Global Note:[ ]Registered Notes:[Global Certificate available on Issue Date][Certificates relating to Registered Notes in definitive
form available on Issue Date]
Fed Bookentry Notes:[Fed Bookentry Notes available on Issue Date]

26.

New Global Note (NGN):[Yes/No]

27.

Global Certificate held under the new safekeeping structure (NSS):[Yes/No]

28.

Financial Centre(s) or other special
provisions relating to payment dates:[Not Applicable/give details. Note that this paragraphrelates to the date and place of payment, and not interest
period end dates, to which sub-paragraphs, 15(ii),
16(vi) and 18(x) relate.]

29.

Talons for future Coupons or Receipts to be
attached to Definitive Bearer Notes (anddates on which such Talons mature):[Yes/No. If yes, give details.]

80

30.

Details relating to Partly Paid Notes:
amount of each payment comprising theIssue Price and date on which eachpayment is to be made [and consequences(if any) of failure to pay, including any
right of the Corporation to forfeit the Notes
and interest due on late payment]:[Not Applicable/give details]

31.

Details relating to instalment Notes:
Instalment Amounts, Instalment Dates:[Not Applicable/give details]

32.

Redenomination, renominalization
reconventioning provisions:[Not Applicable/The following provisions apply:[ ]]33.

Consolidation provisions:[Not Applicable/The following provisions apply:[ ]]34.

Additional terms:[Applicable [give details]/Not Applicable]

35.

Governing law:

[New York/English/other]

36.

[Record Date:]

[

and

]

(Record Date to be adjusted in the case of non-USD
issuance clearing through DTC. If not applicable, delete
this paragraph and renumber the remaining
paragraphs.)
DISTRIBUTION
37.

(i)

If syndicated, names and addressesof Managers and underwriting
commitments:[Not Applicable/give names,
underwriting commitments]

addresses

and(Include names and addresses of entities agreeing tounderwrite the issue on a firm commitment basis, andnames and addresses of the entities agreeing to place
the issue without a firm commitment or on a “bestefforts” basis, if such entities are not the same as theManagers.)(ii)

Date of Terms Agreement:

[

]

(iii)

Stabilization Manager(s) (if any):[Not Applicable/give name]38.

If non-syndicated, name and address of
Dealer:[Not Applicable/give name and address]

39.

Total commission and concession:[

40.

Additional selling restrictions:[Not Applicable/give details]] per cent. of the Aggregate Nominal AmountRESPONSIBILITYThe Corporation accepts responsibility for the information contained in this Final Terms. [Third party information has
been extracted from [source]. The Corporation confirms that such information has been accurately reproduced andthat, so far as it is aware it is able to ascertain from information published by [source], no facts have been omitted
which would render the reproduced information inaccurate or misleading.]
Signed on behalf of the Corporation:
By:..................................................
Duly authorized81PART B – OTHER INFORMATION
1.

LISTING(i)

Listing:[Luxembourg/Singapore/other (specify)/None](ii)

Admission to trading:[Application has been made for the Notes to be admitted
to trading on [ ] with effect from [ ].] [NotApplicable.](Where documenting a fungible issue, need to indicatethat original securities are already admitted to trading.)

2.

RATINGS
Ratings:

The Notes to be issued have been rated:[S & P: [ ]][Moody’s: [ ]][[Other]: [ ]](The above disclosure should reflect the rating
allocated to Notes of the type being issued under the
Program generally or, where the issue has been
specifically rated, that rating.)

3.

USE OF PROCEEDS[As specified in the Prospectus.] []4.

[INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
Save as discussed in “Plan of Distribution” in the Prospectus, so far as the Corporation is aware, no person
involved in the offer of the Notes has an interest material to the offer.]

5.

OPERATIONAL INFORMATION
Intended to be held in a manner which would
allow Eurosystem eligibility:[Yes] [No][Note that the designation “Yes” simply means that theNotes are intended upon issue to be deposited with oneof the ICSDs as common safekeeper[, and registered in
the name of a nominee of one of the ICSDs acting ascommon safekeeper] [include this text for Registered
Notes which are to be held under the NSS] and does notnecessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy andintra-day credit operations by the Eurosystem, either
upon issue or at any or all times during their life. Such
recognition will depend upon satisfaction of theEurosystem eligibility criteria.][Include this text if“Yes” selected in which case the Notes must be issuedin NGN form or held under the NSS]
[No. Whilst the designation is specified as “no” at thedate of these Final Terms, should the Eurosystemeligibility criteria be amended in the future such that theNotes are capable of meeting them the Notes may thenbe 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][include
this text for Registered Notes]. Note that this does notnecessarily mean that the Notes will then be recognised82

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.]
ISIN Code:[]Common Code:[]CUSIP:

[

]

CINS:

[

]

Any clearing system(s) other than Euroclear Bank
SA/NV, Clearstream Banking S.A. and The
Depository Trust Company and the relevant
identification number(s):[Not Applicable/give name(s) and number(s)[ andaddress(es)]][Bookentry system of the Federal Reserve Banks][The Central Depository (Pte) Limited]

6.

Delivery:

Delivery [against/free of] payment

Names and addresses of additional Paying
Agent(s) (if any):[]

Names and addresses of any Exchange Agent(s)(other than the Global Agent) (if any):[]

GENERAL
Applicable TEFRA exemption:[C Rules/D Rules/Not Applicable]83

PRINCIPAL OFFICE
OF THE CORPORATIONInternational Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, DC 20433
U.S.A.
ARRANGER
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
FISCAL AGENT
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
U.S.A.
GLOBAL AGENT, PRINCIPAL PAYING AGENT,REGISTRAR AND TRANSFER AGENT, EXCHANGE AGENT AND CALCULATION AGENT
Citibank, N.A., London Branch
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
SINGAPORE PAYING AGENT
Citicorp Investment Bank (Singapore) Limited
5 Changi Business Park Crescent#07-00 Changi Business Park
Singapore 486027
LISTING AGENT (LUXEMBOURG)
Banque Internationale à Luxembourg SA
69, route d'Esch
L-2953 Luxembourg
AUDITORS TO THE CORPORATION
Deloitte & Touche LLP
7900 Tysons One Place
Suite 800, McLean, VA 22102
U.S.A.

84

LEGAL ADVISERS TO THE ARRANGER AND THE DEALERS
In respect of English law

In respect of United States law

Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom

Sullivan & Cromwell LLP
1700 New York Avenue, N.W
Washington, DC 20006
U.S.A.

85