PROSPECTUS

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

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated hereinby reference (see “Availability of Information and Incorporation by Reference” below).
NOTES ISSUED UNDER THE GLOBAL DEBT ISSUANCE FACILITY ARE NOT REQUIRED TO
BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ACCORDINGLY,NO REGISTRATION STATEMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE “COMMISSION”). THE NOTES HAVE NOT BEEN APPROVEDOR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
IBRD, having made all reasonable inquiries, confirms that all information in this Prospectus is true andaccurate in all material respects and is not misleading in any material respect, and that there are no other facts theomission of which, in the context of the issue of Notes, makes this Prospectus or any information in it misleadingin any material respect. In addition, IBRD confirms that each Final Terms, when read together with thisProspectus, will at the date thereof be true and accurate in all material respects and not misleading in any material
respect, and that there will be no other facts the omission of which would, in the context of the issue and offeringof the Notes referred to in such Final Terms, make the Final Terms, when read together with this Prospectus, or
any information therein misleading in any material respect.
No person has been authorized to give any information or to make any representation other than thosecontained in this Prospectus and the applicable Final Terms in connection with the offering or sale of the Notes
and, if given or made, such information or representation must not be relied upon as having been authorized by
IBRD or any Dealer. Neither the delivery of this Prospectus or any applicable Final Terms nor any offering or
sale made in connection herewith or therewith shall, under any circumstances, create any implication that there
has been no change in the financial condition or affairs of IBRD since the date hereof or the date upon which thisProspectus has been most recently amended or supplemented or that there has been no adverse change in thefinancial condition or affairs of IBRD since the date hereof or the date upon which this Prospectus has been mostrecently amended or supplemented or that any other information supplied in connection with the Facility iscorrect 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 comesare required by IBRD and any Dealer to inform themselves about and to observe any such restriction. For a
description of certain restrictions on offers and sales of the Notes and on the distribution of this Prospectus or any
Final Terms, see “Plan of Distribution”.
MiFID II product governance / target market — The Final Terms in respect of any Notes may include alegend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of theNotes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, sellingor recommending the Notes (a “distributor”) should take into consideration the target market assessment;
however, a distributor subject to Directive 2014/65/EU (as amended, “MiFID II”) is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID ProductGovernance Rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any
Dealer subscribing for any Notes is a “manufacturer” in respect of such Notes, but otherwise neither the Dealers
nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
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UK MiFIR product governance / target market — The Final Terms in respect of any Notes may include
a legend entitled “UK MiFIR Product Governance” which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate.
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 (byeither adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a “manufacturer” in respect of such Notes,
but otherwise neither the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MiFIR Product Governance Rules.
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of,
IBRD or any Dealer to subscribe for, or purchase, any Notes. Neither this Prospectus nor any other information
supplied in connection with the Facility should be considered as a recommendation by IBRD or any of the
Dealers that any potential investor should purchase any Notes. Each investor contemplating purchasing any
Notes should make its own independent investigation of the financial condition and affairs, and its own appraisalof the creditworthiness of IBRD.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilizing
manager(s) (the “Stabilizing Manager(s)”) (or any person acting on behalf of any Stabilizing Manager(s)) in theapplicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, stabilization may not necessarily
occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche is made and, if begun, may cease at any time, but it must end no later than theearlier 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 Stabilizing
Manager(s) (or any person acting on behalf of any Stabilizing Manager(s)) in accordance with all applicable laws
and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to “€”, “EUR”
and “euro” are to the currency introduced at the start of the third stage of the European economic and monetary
union pursuant to the Treaty on the functioning of the European Union, references to “pounds”, “sterling”, “£”
and “GBP” are to the lawful currency of the United Kingdom, references to “yen” are to the lawful currency ofJapan and references to “U.S. dollars”, “$” and “U.S.$” are to United States dollars.

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TABLE OF CONTENTS
Page

Availability of Information and Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Final Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary and Overview of the Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form of Notes and Summary of Provisions Relating to the Notes While in Global Form . . . . . . . . . . . . . . .
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency Conversions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form of Final Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
IBRD publishes:(a) generally in September in each year, an information statement (the “Information Statement”)
which describes IBRD, its capital, operations, administration, Articles of Agreement (“Articles”)
and legal status;(b) a management’s discussion and analysis;(c) audited annual financial statements;(d) an annual report; and(e) unaudited quarterly financial statements.
IBRD is subject to certain information requirements of Regulation BW, promulgated by the Commission
under Section 15(a) of the Bretton Woods Agreements Act, and in accordance therewith files its regularunaudited quarterly and audited annual financial statements with the Commission.
IBRD’s latest Information Statement, management’s discussion and analysis, audited annual financial
statements and unaudited quarterly financial statements (the “IBRD Information”) will be filed with theCommission and the Luxembourg Stock Exchange, and will be filed with any other stock exchange on which
Notes are listed from time to time and which requires such a filing. IBRD Information may be inspected upon
reasonable request and copies may be obtained (without charge other than for IBRD Information obtainable fromthe Commission, which must be paid for at prescribed rates) at the following addresses during normal businesshours, and at any other address specified in the applicable Final Terms:
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
U.S.A.

BNP Paribas Securities Services,
Luxembourg Branch
60 Avenue J.F. Kennedy
L-2085 Luxembourg

Citibank, N.A., London Branch
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
IBRD Information is filed with the Commission electronically through the EDGAR system and may beobtained at the Internet address http://www.sec.gov/edgar.shtml.
In addition, IBRD and Citibank, N.A., London Branch (the “Global Agent”) will make available tobeneficial owners of Notes, in electronic form, copies of the Articles and decisions made by the Executive
Directors of IBRD on questions of interpretation of the Articles and copies of the Fiscal Agency Agreement, theGlobal Agency Agreement and the Deed of Covenant (each as defined under “Terms and Conditions of theNotes”) upon reasonable request and during normal business hours (subject to provision of proof of holding andidentity in a form satisfactory to IBRD or the Global Agent, as the case may be).

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IBRD will also provide without charge copies of IBRD Information upon written or telephone request to theoffice of IBRD at the following address:
The World Bank
1818 H Street, N.W.
Washington, D.C. 20433
U.S.A.
Tel: +1-202-458-0746
Incorporation by Reference
The IBRD Information filed with the Commission or any stock exchange on which Notes are listed and any
supplements (other than Final Terms) or amendments to this Prospectus circulated by IBRD from time to timeshall be deemed to be incorporated in, and to form part of, this Prospectus, and references to “this Prospectus”
shall mean this document and any documents incorporated by reference in, and forming part of, this document,
except, and to the extent, any such document is superseded or modified by any subsequent document
incorporated by reference in, and forming part of, this Prospectus. Documents incorporated by reference in, andforming part of, this document may not have been submitted to the same review and clearance procedures towhich this Prospectus has been submitted as of the date hereof by any stock exchange or regulatory authority
referred to herein.
IBRD will, in the event of any material change in the financial position of IBRD which is not reflected inthis Prospectus, prepare an amendment or supplement to this Prospectus or publish a new prospectus for use inconnection with any subsequent issue and listing of Notes by IBRD.
If the terms of the Facility are modified or amended in a manner which would make this Prospectus
inaccurate or misleading in any material respect, IBRD will prepare a new prospectus.
Any statement contained in a document which is incorporated by reference herein shall be deemed to bemodified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) fromthe registered office of IBRD, the website of the Luxembourg Stock Exchange at www.bourse.lu, and the website
of IBRD (http://www.worldbank.org/debtsecurities/).
The information on any website referred to in this Prospectus (including the respective website of the
Luxembourg Stock Exchange and IBRD) does not form part of this Prospectus, except where that information
has been incorporated by reference into this Prospectus.
Forward-looking Statements
This Prospectus includes “forward-looking statements”. All statements other than statements of historicalfacts included in this Prospectus, including, without limitation, those regarding IBRD’s financial position,
strategy, plans, policies, practices and objectives for future operations, are forward-looking statements. Suchforward-looking statements involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of IBRD to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding IBRD’s present and future strategies and theenvironment in which IBRD will operate in the future. Among the important factors that could cause IBRD’s
actual results, performance or achievements to differ materially from those in the forward-looking statements2

include, among others, macro-economic conditions, investment from member countries and non-performance byborrowers. Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under “Risk Factors”. These forward-looking statements speak
only as at the date of this Prospectus. IBRD expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement contained herein to reflect any change in IBRD’s
expectations with regard thereto or any change in events, conditions or circumstances on which any suchstatement is based.

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

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

5SUMMARY AND OVERVIEW OF THE FACILITY
This summary must be read as an introduction to this Prospectus. Any decision to invest in any Notes should
be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference,by any investor. Words and expressions defined or used in “Terms and Conditions of the Notes” shall have thesame meaning in this summary.
IBRD
The International Bank for Reconstruction and Development is an international organization established in1945 and owned by 189 member countries. As a global development cooperative, IBRD’s purpose is to workwith its borrowing members so that they can achieve equitable and sustainable economic growth in their national
economies and find effective solutions to pressing regional and global problems in economic development andenvironmental sustainability, all with a view to overcoming poverty and improving standards of living. It pursues
this goal primarily by providing financing, risk management products, other financial services and access toexperts and a pool of knowledge in development-related disciplines, so that borrowing members can pool,administer and prioritize resources they dedicate to development-related objectives.
IBRD’s principal office is located at The World Bank, 1818 H Street, N.W., Washington, D.C. 20433 USA.
Overview of the Facility
The following overview is qualified in its entirety by the remainder of this Prospectus.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . International Bank for Reconstruction and Development
Legal Entity Identifier of the Issuer . . . . ZTMSNXROF84AHWJNKQ93
Dealers . . . . . . . . . . . . . . . . . . . . . . . . . . . The Dealers will consist of any one or more dealers becoming a party
to the Standard Provisions (as defined in “Plan of Distribution”) fromtime to time for a specific issue of Notes.
Fiscal Agent . . . . . . . . . . . . . . . . . . . . . . . Federal Reserve Bank of New York
Global Agent, Exchange Agent,
Registrar, Calculation Agent andTransfer Agent . . . . . . . . . . . . . . . . . . . Citibank, N.A., London Branch
Paying Agents . . . . . . . . . . . . . . . . . . . . . Citibank, N.A., London Branch or such other paying agent specified
in the applicable Final Terms.
Specified Currencies . . . . . . . . . . . . . . . . Subject to compliance with all relevant laws, regulations anddirectives, Notes may be issued in any currency, unit or commodity
agreed between IBRD and the relevant Dealers.
Maturities . . . . . . . . . . . . . . . . . . . . . . . . Subject to compliance with all relevant laws, regulations anddirectives, Notes may be issued with any maturity of one day or
longer.
Issue Price . . . . . . . . . . . . . . . . . . . . . . . . Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly-paid Notes may be issued,
the issue price of which will be payable in two or more instalments.

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Method of Issue . . . . . . . . . . . . . . . . . . . . Notes will be issued through dealers acting as principal on a
syndicated or non-syndicated basis, or on an agency basis. Additional
Notes may be issued as part of an existing issue of Notes. IBRD may
itself directly issue and sell Notes to the extent permitted byapplicable law.
The Notes will be issued in series (each a “Series” or “Series ofNotes”). Each Series comprises the original tranche (a “Tranche”) andany additional Tranches expressed to form a single series with theoriginal Tranche and that comply with the provisions of Condition 11.
The specific terms of each Tranche will be set out in the applicable
Final Terms.
Description of Notes . . . . . . . . . . . . . . . . Notes may be either interest bearing at fixed or floating rates ornon-interest bearing, with principal repayable at a fixed amount or byreference to one or more indices or formulae or any combination of
the above, as specified in the applicable Final Terms.
Fixed Rate Notes . . . . . . . . . . . . . . . . . Fixed Rate Notes will bear interest at the rate or rates specified in theapplicable Final Terms.
Floating Rate Notes . . . . . . . . . . . . . . . Floating Rate Notes will bear interest determined separately for each
Series as follows:(i)on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the ISDA
Definitions; or(ii) by reference to a benchmark as specified in the applicable
Final Terms as adjusted for any applicable margin,
or as otherwise specified in the applicable Final Terms. Interest
periods will be specified in the applicable Final Terms.
Zero Coupon Notes . . . . . . . . . . . . . . . Zero Coupon Notes may be issued at their nominal amount or at a
discount to it and will not bear interest.
Index Linked Interest Notes . . . . . . . . Payments of principal and/or interest in respect of Notes where thefinal redemption amount and/or the amount of interest is described asindex-linked in the applicable Final Terms will be calculated byreference to such Index and/or Formula as specified in the applicable
Final Terms.
Fixed Redemption Amount Notes . . . . Notes which have a fixed redemption amount will be redeemable atpar or at a specified amount above or below par.
Redemption by Instalments . . . . . . . . . The applicable Final Terms in respect of each Series of Notes that areredeemable in two or more instalments will set out the dates on
which, and the amounts in which, such Notes may be redeemed.

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Optional Redemption . . . . . . . . . . . . . The applicable Final Terms will state whether Notes may beredeemed prior to their stated maturity in whole or in part at theoption of IBRD and/or the holders, and, if so, the terms applicable tosuch 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.
Other Notes . . . . . . . . . . . . . . . . . . . . . Terms applicable to variable redemption amount Notes, step-up
Notes, step-down Notes, dual currency Notes, reverse dual currency
Notes, optional dual currency Notes, Partly-paid Notes and any othertype of Notes that IBRD may agree to issue under the Facility will be
set out in the applicable Final Terms.
Status of Notes . . . . . . . . . . . . . . . . . . . . Notes will constitute direct, unsecured obligations of IBRD ranking
pari passu with all its other unsecured and unsubordinatedobligations. Notes will not be obligations of any government.
Negative Pledge . . . . . . . . . . . . . . . . . . . . Notes will contain a negative pledge clause pursuant to which IBRD
will not cause or permit to be created on any of its property or assets
any security for any evidences of indebtedness issued, assumed or
guaranteed by IBRD for money borrowed (other than any purchasemoney mortgage, pledge or lien, on property purchased by IBRD as
security for all or any part of the purchase price thereof, any lienarising in the ordinary course of business, or any extension or renewalof any of the foregoing), unless the Notes shall be secured by suchsecurity equally and ratably with such other evidences ofindebtedness.
Default (including Cross Default) . . . . . . Notes will contain a cross default in respect of bonds, notes or similar
obligations issued, assumed or guaranteed by IBRD. If IBRD defaults
on payments under the Notes or under its cross default, and suchdefault continues for 90 days, a Noteholder may accelerate its Notes
for payment 30 days after notice of acceleration is delivered to IBRD,
unless prior to that time all such defaults have been cured.
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . Notes and payments thereon will not be exempt from taxation
generally. Under IBRD’s Articles, the Notes and payments thereon
are not subject to any tax by a member (a) which tax discriminates
against the Notes solely because they were issued by IBRD or (b) if
the sole jurisdictional basis for the tax is the place or currency inwhich the Notes are issued, made payable or paid, or the location of
any office or place of business maintained by IBRD. Also, under the
Articles, IBRD is not under any obligation to withhold or pay any tax
imposed by any member country on payments on the Notes.
Accordingly, payments on the Notes will be made to the Federal
Reserve Bank of New York (the “Fiscal Agent”), the Global Agent
and/or any other Paying Agent (as defined in the “Terms andConditions of the Notes”) without deduction in respect of any suchtax.

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However, tax withholding requirements may apply to payments madeby financial intermediaries acting in any capacity other than as
IBRD’s Fiscal Agent, Global Agent or Paying Agent.
Form of Notes . . . . . . . . . . . . . . . . . . . . . The Notes may be issued in bookentry form, bearer form (“Bearer
Notes”) or in registered form (“Registered Notes”). Fed Bookentry
Notes, which are Notes 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 registered form 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 (a “Temporary Global Note”) which may beexchanged after a period of not less than 40 days from the date ofissue for either (i) a permanent Global Note (a “Permanent Global
Note”) upon certification of non-U.S. beneficial ownership in
accordance with the applicable rules and regulations promulgated by
the U.S. Treasury, or (ii) definitive Bearer Notes upon certification of
non-U.S. beneficial ownership in accordance with the applicable rules
and regulations promulgated by the U.S. Treasury, in each case asprovided in the applicable Final Terms. Each Tranche of Bearer Notes
issued as part of a targeted bearer issuance will be represented upon
initial issuance by a Permanent Global Note or, if specified in theapplicable Final Terms, Bearer Notes in definitive bearer form(“Definitive Bearer Notes”).
Each Tranche of Registered Notes will be represented upon initialissuance by one or more certificates representing the Registered Notes(“Certificates”), each evidencing an individual Noteholder’s entire
interest in such Registered Notes. Certificates representing Registered
Notes that are registered in the name of a nominee of one or moreclearing systems are referred to as “Global Certificates”.
Specified Denominations . . . . . . . . . . . . The Specified Denomination(s) with respect to the relevant Notes willbe specified in the Final Terms.
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . As specified in the applicable Final Terms, a Series of Notes may be
admitted to the Official List and to trading on the Luxembourg Stock
Exchange’s regulated market. Unlisted Notes and Notes listed onother or additional stock exchanges may also be issued under the
Facility. The applicable Final Terms will state whether the relevant
issue of Notes will be listed on one or more stock exchanges or will
be unlisted.
Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . The Facility has been rated AAA by S&P Global Ratings (“S&P”)
and Aaa by Moody’s Investors Service, Inc. (“Moody’s”). As definedby S&P, an “AAA” rating means that the capacity of IBRD to meetits financial commitment on its obligations is extremely strong. As

9defined by Moody’s, an “Aaa” rating means that IBRD’s ability tomeet its financial obligations is judged to be of the highest quality,
subject to the lowest level of credit risk.
A security rating is not a recommendation to buy, sell or holdsecurities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency.
Governing Law . . . . . . . . . . . . . . . . . . . . Notes will be governed by the laws of the State of New York, English
law or the laws of any other jurisdiction, as specified in the applicable
Final Terms. Fed Bookentry Notes will be governed by the laws of
the State of New York. Sterling denominated Notes will be governed
by English law.
Notes may be governed by the laws of any other jurisdiction, as
specified in the applicable Final Terms, with such consequential
amendments to the form of the Notes as may be specified in theapplicable Final Terms, and subject to the receipt of such legal
opinions as may be specified in the Standard Provisions.
The Standard Provisions and the Global Agency Agreement aregoverned by the laws of the State of New York. The Deed ofCovenant is governed by English law. The Fiscal Agency Agreement
is governed by United States Federal law, and to the extent notinconsistent with such Federal law, the laws of the State of New
York.
Selling Restrictions . . . . . . . . . . . . . . . . . The sale and delivery of Notes, and the distribution of offering
material relating to the Notes, are subject to certain restrictions in the
United States and in certain other jurisdictions as set forth in thisProspectus and as may be set forth in the applicable Final Terms. In
particular, the Notes are not required to be registered under the UnitedStates Securities Act of 1933. Bearer Notes may not be offered, soldor delivered within the United States or to U.S. persons in connection
with their primary distribution. See “Plan of Distribution”.
Clearing Systems . . . . . . . . . . . . . . . . . . . It is expected that Notes will be accepted for clearance through one ormore clearing systems as specified in the applicable Final Terms.
These systems will include, in the United States, the system operatedby The Depository Trust Company (“DTC”) and, for Fed Bookentry
Notes, the Federal Reserve and, outside the United States, those
operated by Euroclear and Clearstream, Luxembourg, and in relation
to any Series, such other clearing 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 therelevant Global Note is a NGN, such Global Note will be delivered to
the Common Safekeeper for Euroclear and Clearstream, Luxembourg.
On or before the issue date for each Tranche of Bearer Notes, if therelevant Global Note is a CGN, unless otherwise agreed among

10

IBRD, the Global Agent and the relevant Dealer, IBRD will deposit(i) a Temporary Global Note representing Bearer Notes (except in thecase of a targeted bearer issuance) or (ii) a Permanent Global Note or
Definitive Bearer Notes in the case of a targeted bearer issuance with
the Common Depositary, or any other clearing system specified in theapplicable Final Terms.
On or before the issue date for each Tranche of Registered Notes, if
the relevant Global Certificate is intended to be held under the NSS,
such Global Certificate will be delivered to the Common Safekeeper
for Euroclear and Clearstream, Luxembourg.
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
NSS, unless otherwise agreed among IBRD, the Global Agent and therelevant Dealer, IBRD will deposit the relevant Global Certificate
representing Registered Notes with a custodian or common depositaryfor Euroclear, Clearstream, Luxembourg, DTC or any other clearing
system specified in the applicable Final Terms, which Global
Certificates will be registered in the name of a nominee of theCommon Depositary or of DTC or such other clearing system.

11

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 other rights associated with such Notes or when the investor’s currency is other than the Specified Currencyof issue or in which the payment of such Notes will be made. Prospective investors should refer to and carefully
consider the applicable 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. IBRD disclaims any responsibility to advise prospective investors of such risks as they
exist at the date of this 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 anissue of Notes. Certain 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
analytical resources, 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, theredemption, option and other rights associated with such investment, and other factors which may have abearing on the merits and risks of such investment, 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 andunaudited financial statements of IBRD incorporated by reference into this Prospectus when deciding whether or
not to purchase any Notes. Words and expressions defined or used in “Terms and Conditions of the Notes” shallhave the same meaning in this section.
Notes are subject to exchange rate and exchange control risks if the investor’s currency is different fromthe Specified 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 where principal of, premium (if any) or interest on Notes is payable by reference to a Specified
Currency index other than an index relating to the Investor’s Currency, an investment in the Notes entails
significant risks that are not associated with 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
the Specified 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 IBRD has no control. Fluctuations in any particularexchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations that may
occur in the future. Depreciation of the Specified Currency against the Investor’s Currency would result in adecrease in the Investor’s Currency equivalent yield on a Note denominated in that Specified Currency, in theInvestor’s Currency equivalent value of the principal payable at maturity of such Note and generally in theInvestor’s Currency equivalent market value of such Note. An appreciation of the Specified Currency against theInvestor’s Currency would have the opposite effect. In addition, depending on the specified terms of a Notedenominated in, or the payment of which is related to the value of, one or more currencies, changes in exchange
rates relating to any of the currencies involved may result in a decrease in such Note’s effective yield and, incertain circumstances, could result in a reduction of the amount to be repaid upon redemption to less than thenominal amount of the Notes.

12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. In particular, Condition 7(i) of the Notes provides for IBRD to make payments in U.S. dollars in certain
circumstances in respect of a Note with a Specified Currency other than U.S. dollars.
The amount of principal, premium (if any) and/or interest may be subject to adjustment by reference to anindex or formula, which may reduce the interest amount payable in respect of the relevant interest period
and/or reduce the amount to be repaid upon redemption to less than the nominal amount of such Notes
IBRD may issue Notes on terms that the amount of interest payable on each interest payment date and/or
premium (if any) and/or the amount to be repaid upon redemption of the Notes will be calculated by reference toan index or formula as specified in the applicable Final Terms (each an “Applicable Index”) or contain features
such as embedded options, caps or floors (“Structured Notes”). An investment in Structured Notes issued by
IBRD entails risks (which may be significant) not associated with an investment in a conventional debt security
issued by IBRD. Such risks may include, without limitation, the possibility that an Applicable Index may besubject to significant changes, that changes in an Applicable Index may not correlate with changes in interest
rates or exchange rates generally or with changes in other indices, that two or more indices or formulae that may
be expected to move in tandem or in any other relation to each other may unexpectedly converge or diverge orotherwise not move as expected, that the resulting interest rate may be less than that payable on a conventional
debt security issued by IBRD 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 repayment of principal may be less than thenominal amount of the Notes (whether payable at maturity, upon redemption or otherwise), that the amount ofpremium based on appreciation rights payable may be substantially less than anticipated or that no such premiumis payable, that Structured Notes may have more volatile performance results, and that 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”) may be greater for Structured Notes
than for conventional debt securities issued by IBRD. Such risks generally depend on a number of factors,
including financial, economic and/or political events over which IBRD has no control. 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 to someother 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 thatpayable on a conventional debt security issued by IBRD at the same time. Two issues of Structured Notes issued
at the same 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 ofinterest rate adjustments for each issue is different. Fluctuations in any particular interest rate, currency, currency
unit, exchange rate or such other index that have occurred in the past are not necessarily indicative, however, offluctuations that may occur in the future.
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 a change in the level of an
Applicable Index occurs, the greater the effect on an investor’s yield. This is especially the case 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 the rate
anticipated by the investor may not be offset by a later equivalent increase (or reduction).
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 IBRD, their market value generally will not
13rise substantially above the redemption price because of the increased likelihood of redemption by IBRD, andthis also may be true prior to any such period. IBRD may be expected to redeem such Notes in circumstanceswhere IBRD’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 high as theinterest 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 ofsuch issue.
Prospective investors should consult their own financial and legal advisors about risks associated with aninvestment in an issue of Structured Notes. Structured Notes may be complex financial instruments and may not
be suitable for all investors.
There may be no secondary market for Notes and, even if there is, the value of Notes will be subject tochanges 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 tosell their Notes readily or at prices that will enable them to realize a yield comparable to that of similar
instruments, if any, with a developed secondary market. This is particularly the case for Structured Notes that areespecially 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 ofinvestors, which may have a more limited secondary market and less or no liquidity and may experience moreprice volatility than conventional debt securities. Illiquidity may have a severe adverse effect on the market valueof Structured Notes.
Depending upon the type of Notes, market conditions and other factors, investors seeking to sell relatively
small or relatively large amounts of Notes may not be able to do so at prices comparable to those that may beavailable to other investors.
The secondary market for an issue of Notes also will be affected by a number of other factors independentof the creditworthiness of IBRD and the value of any Applicable Index. These factors may include thecomplexity and 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 othersecurities linked to any Applicable Index, the amount of such Notes being sold in the secondary market fromtime to time, any legal restrictions limiting demand for such Notes, the availability of comparable securities, andthe level, direction and volatility of market interest rates generally. Such factors will also affect the market valueof 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
be significant 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
the Notes indicated below.
The market value of Notes bearing interest at a Floating Rate with caps or floors generally is more volatile
than that of Notes bearing interest at a Floating Rate linked to the same Applicable Index without caps or floors,
especially when the Applicable Index approaches the cap or floor. Similarly, the prices of Notes bearing interest
at a Floating Rate with an Applicable Index containing a rate multiplier or other leverage factor greater than one
14

generally are more volatile than those for Notes bearing interest at a Floating Rate linked to the same ApplicableIndex without such a 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 the Applicable Index, the interest rate will vary in the opposite direction of changes in such
Applicable Index. The prices of such Notes typically are more volatile than those of conventional floating rate
debt securities issued by IBRD based on the same Applicable Index (and with otherwise comparable terms). This
increased volatility is due to the fact that an increase in the Applicable Index not only decreases the interest rate(and consequently the value) of such 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 IBRD may elect to convert from a Fixed Rate to a
Floating Rate, or from a Floating Rate to a Fixed Rate, the ability of IBRD to convert the interest rate will affectthe secondary market and the value of such Notes since IBRD may be expected to elect such conversion when it
would be expected to produce a lower overall cost of borrowing to IBRD. If IBRD elects to convert from a Fixed
Rate to a Floating Rate, the Margin may be lower (if being added to the Applicable Index) or higher (if being
subtracted from the Applicable Index) than prevailing spreads or margins at the time of such conversion on otherfloating rate securities issued by IBRD with comparable maturities using the same Applicable Index, and theinterest rate at any time may be lower than that payable on other securities of IBRD. Conversely, if IBRD elects
to convert from a Floating Rate to a Fixed Rate, the Fixed Rate may be lower than prevailing interest rates onother securities of IBRD.
The prices at which zero coupon instruments, such as Zero Coupon Notes, interest components and, incertain cases, principal components, trade in the secondary market tend to fluctuate more in relation to generalchanges in interest 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 premiumfrom the nominal amount payable on such instruments, such as Notes issued at a substantial discount to theirnominal amount or Notes issued with significantly above-market interest rates. Generally, the longer theremaining term of such instruments, the greater their price volatility as compared to that for conventional
interest-bearing securities with comparable maturities.
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 IBRD to finance Eligible Sustainable
Development Projects, the Notes may not satisfy an investor’s requirements where such investor seeks to invest
in assets with certain sustainability characteristics. In particular, no assurance is given by IBRD that the use ofsuch proceeds for any Eligible Sustainable Development Projects will satisfy, whether in whole or in part, any
present or future investor expectations or requirements as regards any investment criteria or guidelines withwhich 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 Sustainable Development 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 the implementation by the borrower or any other implementing entityof any projects or uses the subject of, or related to, any Eligible Sustainable Development 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 oras to what precise attributes are required for a particular project to be defined as “sustainable” or such otherequivalent label and if developed in the future, Notes may not comply with any such definition or label.
15

There can be no assurance that the net proceeds from the sale of any particular Tranche of Notes will betotally or partially disbursed for Eligible Sustainable Development Projects within the term of such Notes. Not all
Eligible Sustainable Development Projects will be completed within the specified period or with the results or
outcome as originally expected or anticipated by IBRD and some planned Eligible Sustainable Development
Projects might not be completed at all.
Each potential purchaser of the Notes should determine for itself the relevance of the information containedin this Prospectus regarding the use of proceeds and its purchase of the Notes should be based upon suchinvestigation as it deems necessary.
The regulation and reform of “benchmarks” may adversely affect the value of Notes linked to orreferencing such “benchmarks”
Reference rates or indices (including interest rate benchmarks) which are used to determine the amounts
payable under financial instruments or the value of such financial instruments (“Benchmarks”) are the subject ofnational and international regulatory guidance and proposals for reform. Some of these reforms are alreadyeffective while others are still to be implemented. These reforms may cause a Benchmark to perform differently
than it has done in the past, to be discontinued or to disappear, or have other consequences which cannot be
predicted. Any such consequence could have a material adverse effect on the value or liquidity of, and theamount payable under, any Notes linked to, referencing, or otherwise dependent (in whole or in part) upon, aBenchmark.
Any of the international or national reforms, or the general increased regulatory scrutiny of Benchmarks,
could increase the costs and risks of administering or otherwise participating in the setting of a Benchmark andcomplying 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 therules or methodologies used in a Benchmark; (iii) reducing, increasing or otherwise affecting the volatility orlevel of the relevant Benchmark; and/or (iv) leading to the disappearance of a 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, or otherwise dependent (in whole or in part) upon, a Benchmark.
Investors should be aware that, if a Benchmark were discontinued or otherwise unavailable, the rate ofinterest on Notes which are linked to or which reference such Benchmark will be determined for the relevant
period by the fallback provisions applicable to such Notes as set forth in the applicable Final Terms. Such
fallback provisions can be applied without 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, anysuch determination will be favorable to each Noteholder. Moreover, any of the above matters or any othersignificant change to the setting or existence of any relevant Benchmark could have a material adverse effect on
the value or liquidity of, and the amount payable under, such Notes.
The emergence of alternatives to a Benchmark may also cause such Benchmark to perform differently thanin the past, or there could be other consequences which cannot be predicted, each of which could have a material
adverse effect on the value of, and return on, any Notes linked to or referencing such Benchmark. The
development of alternatives to a Benchmark may result in Notes linked to or referencing such Benchmark
performing differently than would otherwise have been the case if the alternatives to such Benchmark had not
developed.
Investors should consult their own independent advisors and make their own assessment about the potential
risks imposed by the Benchmarks reforms in making any investment decision with respect to any Notes linked toor referencing a Benchmark.
16

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
types of borrowings. In addition, financial institutions should consult their legal advisors or regulators indetermining the appropriate 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.
Investors may need to purchase more Notes to ensure that they hold an amount equal to one or more
Specified Denominations
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 in amounts in excess of the minimum Specified Denomination that are not integral multiples of theminimum Specified Denomination. In such a case a Noteholder who, as a result of trading such amounts, holds a
nominal amount of less than the minimum Specified Denomination will not receive a Definitive Bearer Note inrespect of such holding (should definitive Notes be printed) and would need to purchase a nominal amount ofNotes such that it holds an amount equal to one or more Specified Denominations.
Credit ratings assigned to IBRD and the Facility do not reflect all risks affecting the Notes
The credit ratings assigned to IBRD and the Facility do not reflect the potential impact of all risks related tostructure, market and other factors that may affect the value of the Notes issued under the Facility. A credit rating
is not a recommendation to buy, sell or hold securities and may be raised or withdrawn by the credit rating
agency at any time.
The Notes will be obligations of IBRD. No other company or entity will be responsible for payments under
the Notes
The Notes are to be issued by IBRD. The Notes will not be guaranteed by any other company or entity. No
other entity or company will be responsible for payments under the Notes or liable to holders of the Notes in theevent IBRD defaults under the Notes.
Any decline in IBRD’s credit ratings may affect the value of the Notes
IBRD’s credit ratings are an assessment of its ability to pay its obligations, including those on the offered
Notes. Consequently, actual or anticipated declines in IBRD’s credit ratings may affect the value of the Notes.
Changes in creditworthiness of IBRD’s borrowers may affect IBRD’s financial condition
IBRD makes loans directly to, or guaranteed by, IBRD’s member countries. Changes in the macroeconomic
environment and financial markets in these member countries may affect those countries’ creditworthiness andrepayments made to IBRD. If these loans are not repaid for any reason, IBRD’s ability to repay the Notes may be
adversely affected.
Change of law
The Conditions of the Notes are based on English law or laws of the State of New York in effect as at thedate of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decisionor change to English law or laws of the State of New York or administrative practice after the date of issue of therelevant Notes.
17

TERMS AND CONDITIONS OF THE NOTESThe following is the text of the terms and conditions (the “Conditions” and each a “Condition”) that,
subject to completion and amendment and as supplemented or varied in accordance with the provisions of theapplicable Final Terms, will apply to the Notes referred to in such Final Terms. If Notes are to be printed indefinitive form, these Conditions as so completed, amended, supplemented or varied (and subject tosimplification by the deletion of non-applicable provisions) shall be endorsed on the Definitive Bearer Notes (asdefined below) or on the Certificates (as defined below) relating to such Registered Notes (as defined below). All
capitalized terms used and not defined in these Conditions will have the meaning ascribed to them in the Final
Terms. References in these Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may
be issued under the Facility.
The Registered Notes (as defined in Condition 1(a)) and the Bearer Notes (as defined in Condition 1(a)) are
issued in accordance with an amended and restated global agency agreement dated as of September 24, 2021 (asamended and supplemented from time to time, the “Global Agency Agreement”) and made between IBRD and
Citibank, N.A., London Branch (the “Global Agent”, which expression shall include any successor global agent
under the Global Agency Agreement) and, in the case of Registered Notes and Bearer Notes governed by English
law, with the benefit of a Deed of Covenant (as amended or supplemented as at the Issue Date, the “Deed ofCovenant”) dated as of September 24, 2021 executed by IBRD in relation to the 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 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 thetalons (if any) for further Coupons relating to such Notes (the “Talons”). Copies of the Global Agency
Agreement and the Deed of Covenant, in electronic form, are available for inspection by beneficial owners ofNotes upon reasonable request and during normal business hours from the Issuer, the Global Agent, the Registrar
and the Paying Agents (each as defined below) (subject to provision of proof of holding and identity in a form
satisfactory to the Issuer, the Global Agent, the Registrar and any Paying Agent, as the case may be). The Global
Agency Agreement provides for the appointment of other agents, including a calculation agent (the “Calculation
Agent”, which expression shall mean in respect of any issue of Notes any other calculation agent appointed in
respect of such issue pursuant to the Global Agency Agreement or another agreement and designated as such on
such Notes), an exchange agent (the “Exchange Agent”), one or more paying agents (together with the Global
Agent, the “Paying Agents”), one or more transfer agents (together, the “Transfer Agents”) and a registrar (the“Registrar”). The Global Agent, the Calculation Agent, the Exchange Agent, the Registrar, the Transfer Agents,
the Paying Agents and the Federal Reserve Bank of New York are together referred to herein as the “Agents”.
The Noteholders (as defined below) and the holders of the Coupons (if any) and, where applicable, Talons (the“Couponholders”) and the holders of the Receipts are bound by and deemed to have notice of, and are entitled tothe benefit of, all of the provisions of the Global Agency Agreement, the Deed of Covenant and the Final Terms,
which are applicable to them.
The Fed Bookentry Notes are issued in accordance with a uniform fiscal agency agreement dated as ofJuly 20, 2006 (as amended and supplemented from time to time, the “Fiscal Agency Agreement”) and madebetween IBRD and the Federal Reserve Bank of New York, as fiscal and paying agent (the “Fiscal Agent”).
IBRD will make available copies of the Fiscal Agency Agreement, in electronic form, for inspection upon
reasonable request and during normal business hours.
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 Yorkor, in relation to a Registered Note, the person in whose name a Registered Note is registered, as the case may be.

18

For Notes which are not Definitive Bearer Notes, Fed Bookentry Notes or individually certificatedRegistered 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 theapplicable final terms issued in respect of a particular issue of Notes of which such Note forms a part (each a“Final Terms”) and which will be attached to such Note. For Notes which are Fed Bookentry Notes, references inthese Conditions to terms specified on a Fed Bookentry Note or specified hereon shall be deemed to bereferences 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)registered notes (“Registered Notes”) in the nominal amount of a Specified Denomination (asdefined in Condition 1(b));(ii) uncertificated bookentry notes (“Fed Bookentry Notes”) in the nominal amount of a Specified
Denomination; or(iii) bearer notes (“Bearer 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 (“Global Notes”) and/or definitive bearer form (“Definitive
Bearer Notes”). Definitive Bearer Notes are serially numbered and are issued with Coupons (and, whereappropriate, a Talon) attached, except in the case of Notes that do not bear interest, in which case references tointerest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions
are not applicable. Any Definitive Bearer Note the nominal amount of which is redeemable in instalments isissued 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 theaggregate 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 numberedserially 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
Note.
(c) Title:(i)

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

(ii) IBRD 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 thecontrary and all payments to or on the order of the Federal Reserve Bank of New York and suchregistered owner, respectively, shall be valid and effective to discharge the liability of IBRD withrespect 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
19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 theorder of such Federal Reserve Banks or Branches or Holding Institutions, as the case may be, shallbe valid and effective to discharge the liability of IBRD with respect to such Fed Bookentry Notes
to the extent of the sum or sums so paid. A “Holding Institution” is a depositary or otherdesignated institution that has an appropriate bookentry account with a Federal Reserve Bank or
Branch.
(iii) Title to Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery.
(iv) IBRD, the Global Agent, the Paying Agents, the Registrar and the Transfer Agents shall beentitled to deem and treat the registered holder of any Registered Note, or the Federal Reserve
Bank of New York for Fed Bookentry Notes, or the bearer of any Bearer Note, Receipt, Coupon
or Talon, to be the absolute owner thereof for the purpose of making payments and for all otherpurposes, whether or not such Registered Note, Fed Bookentry Note, or Bearer Note, Receipt,
Coupon or Talon is overdue and regardless of any notice of ownership, trust or an interest therein,
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 IBRD in respect of such Note or
Coupon to the extent of the sum or sums so paid.
(d) Specified Currency: The Specified Currency of any Note is as specified hereon. Subject as provided in
Condition 7(i), all payments of principal and interest in respect of a Note shall be made in one or more Specified
Currencies.
2.

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

Subject as provided in Condition 2(g), a Registered Note may be transferred in whole or in part ina Specified Denomination upon the surrender of the Certificate representing such Registered Note
to be transferred, together with the form of transfer endorsed on such Certificate duly completed
and executed, at the specified office of the Registrar or any Transfer Agent. In the case of atransfer of only part of such a Registered Note represented by one Certificate, a new Certificate
shall be issued to the transferee in respect of the part transferred and a further new Certificate shallbe issued to the transferor in respect of the balance not transferred. Each new Certificate to beissued upon transfer of such a Registered Note represented by such Certificate will be mailed tosuch address as may be specified in such form of transfer at the risk of the holder entitled to the
new Certificate in accordance with the customary procedures of such Registrar or Transfer Agent.

(ii) Registered Notes may not be exchanged for Bearer Notes or Fed Bookentry 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, in accordance with such procedures. Fed Bookentry Notes may not be exchanged for Registered
Notes or 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 IBRD’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 ofthe existing Certificates to the Registrar or any Transfer Agent.
20

(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, partial
redemption or partial exercise of options in accordance with this Condition 2 shall be mailed by uninsured post at
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 in the redemption exercise notice delivered by the holder requesting such transfer or partial
redemption, to the relevant Transfer Agent or Registrar, as the case may be (in respect of Registered Notes), or(if no address is so specified) as appears in the Register, or otherwise in accordance with the customary
procedures of the relevant Transfer Agent, the Registrar or the Fiscal Agent, as the case may be, unless suchholder requests otherwise and pays in advance to the Transfer Agent, or the Registrar, as the case may be, thecosts of such other method of delivery 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 IBRD, 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 othergovernmental 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 the notice period immediately preceding any date on which Notes may be called for redemption by
IBRD at its option pursuant to Condition 6(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 and ending on (and including)any such Record Date (as defined in Condition 7(a)).
(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.

StatusThe Notes constitute direct, unsecured obligations of IBRD ranking pari passu, without any preference
among themselves, with all its other obligations that are unsecured and unsubordinated.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
4.

Negative Pledge

As long as any of the Notes shall be outstanding and unpaid, but only up to the time all amounts of principal
and interest have been paid to the Global Agent or the Fiscal Agent, as the case may be, IBRD will not cause or
permit to be created on any of its property or assets any mortgage, pledge or other lien or charge as security forany bonds, notes or other evidences of indebtedness at any time issued, assumed or guaranteed by IBRD formoney borrowed (other than any purchase money mortgage, or other pledge or lien, on property purchased by
IBRD as security for all or any part of the purchase price thereof, any lien arising in the ordinary course ofbusiness, or any extension or renewal of any of the foregoing), unless the Notes shall be secured by such
mortgage, pledge or other lien or charge equally and ratably with such other notes, bonds or evidences ofindebtedness.
5.

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 (expressed as a percentage) equal to21

the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest
payable shall be determined in accordance with Condition 5(j). Such Interest Payment Date(s) is/are specified
hereon.
(b) Interest on Floating Rate Notes and Index Linked Interest Notes:(i)Interest Payment Dates:
Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal
amount from and including the Interest Commencement Date at the rate per annum (expressed as 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 5(j). Such
Interest Payment Date(s) is/are either specified hereon as Specified Interest Payment Dates or, if noSpecified Interest Payment Date(s) is/are specified hereon, Interest Payment Date shall mean each date
which falls the number of months or other period specified hereon as the Interest Period after thepreceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest
Commencement Date.

(ii) Rate of Interest for Floating Rate Notes:(A) The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be
determined in the manner specified hereon. If either ISDA Determination or Screen Rate/
Reference Bank Determination are specified hereon, the provisions below relating to either ISDA
Determination or Screen Rate/Reference Bank Determination shall apply.
(B) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified hereon as the manner in which the Rate of Interest is tobe determined, the Rate of Interest for each Interest Accrual Period shall be determined by the
Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of thissub-paragraph (B), “ISDA Rate” for an Interest Accrual Period means a rate equal to the Floating
Rate that would be determined by the Calculation Agent under a Swap Transaction under theterms of an agreement incorporating the ISDA Definitions and under which:(x) the Floating Rate Option is as specified hereon;(y) the Designated Maturity is a period specified hereon; and(z) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise
specified hereon.
For the purposes of this sub-paragraph (B), “Floating Rate”, “Calculation Agent”, “Floating Rate
Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given
to those terms in the ISDA Definitions.
(C) Screen Rate/Reference Bank Determination for Floating Rate Notes
Where Screen Rate/Reference Bank 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 be
determined by the Calculation Agent at or about the Relevant Time on the Interest Determination
Date in respect of such Interest Accrual Period in accordance with the following:(x) if the Primary Source for Floating Rate is a Page, subject as provided below, the Rate ofInterest shall be:(I)

the Relevant Rate (where such Relevant Rate on such Page is a composite quotation oris customarily supplied by one entity); or(II)the arithmetic mean of the Relevant Rates of the persons whose Relevant Rates appear
on that Page,22

in each case appearing on such Page at the Relevant Time on the Interest Determination
Date;(y) if the Primary Source for the Floating Rate is Reference Banks or if sub-paragraph (x)(I)applies and no Relevant Rate appears on the Page at the Relevant Time on the Interest
Determination Date or if sub-paragraph (x)(II) applies and fewer than two Relevant Rates
appear on the Page at the Relevant Time on the Interest Determination Date, subject asprovided below, the Rate of Interest shall be the arithmetic mean of the Relevant Rates thateach of the Reference Banks is quoting to leading banks in the Relevant Financial Centre at
the Relevant Time on the Interest Determination Date, as determined by the Calculation
Agent; and(z) if paragraph (y) above applies and the Calculation Agent determines that fewer than two
Reference Banks are so quoting Relevant Rates, subject as provided below, the Rate ofInterest shall be the arithmetic mean of the rates per annum (expressed as a percentage), as
communicated to the Calculation Agent by the Reference Banks or any two or more of them,at which such banks were offered deposits in respect of a Representative Amount of theSpecified Currency in the Relevant Financial Centre by leading banks at or about theRelevant Time on the date on which such banks would customarily quote such rates for aperiod commencing on the Effective Date for a period equivalent to the Specified Duration;
except that, if the Rate of Interest cannot be determined in accordance with the foregoingprovisions of this paragraph, the Rate of Interest shall be the Rate of Interest determined on
the previous Interest Determination Date (after readjustment for any difference between any
Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable to thepreceding Interest Accrual Period and to the relevant Interest Accrual Period).
(iii) Rate of Interest for Index Linked Interest Notes:
In the case of Index Linked Interest Notes where the Rate of Interest and/or the Interest Amount, as thecase may be (whether on any Interest Payment Date, early redemption, maturity or otherwise), falls tobe determined by reference to an index and/or a formula, the Rate of Interest and/or the Interest
Amount, as the case may be, shall be determined in accordance with such index and/or formula in themanner specified hereon (the “Index” and/or the “Formula”, respectively).
(c) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is
repayable prior to the Maturity Date and is not paid when due, 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 shall be a rate per annum (expressed as a percentage) equal to theAmortization Yield (as described in Condition 6(c)(ii)).
(d) Dual Currency Notes: In the case of Dual Currency Notes, if the rate or amount of interest falls to be
determined by reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or amountof interest 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) Business Day Convention: If any date referred to in these Conditions that is specified to be subject toadjustment in accordance with 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 the next 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 the month in which such date would have fallen
23

had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponedto the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be
postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, inwhich event such date shall be brought forward to the immediately preceding Business Day, or (D) the Preceding
Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.
(g) 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 toaccrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to theRelevant Date (as defined in Condition 8).
(h) Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts:(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 (if a negative number)the absolute value 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.
(i) Rounding: 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 the nearest one
hundred-thousandth of a percentage point (with 0.000005 of a percentage point being rounded up), (y) all figures
shall be rounded to seven significant figures (provided that if the eighth significant figure is 5 or greater, theseventh significant figure shall be rounded up) and (z) all currency amounts that fall due and payable shall be
rounded to the nearest unit of such currency (with half a unit being rounded up), except in the case of yen, whichshall 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.
(j) 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 (orbe calculated in accordance with such formula). Where any Interest Period comprises two or more Interest
Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shallbe 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 except that the Day
Count Fraction shall be for the period for which interest is required to be calculated. If the Calculation Amount is
not specified hereon, the Calculation Amount shall equal the minimum Specified Denomination.
(k) 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, obtainany 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 the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual
Period and the relevant Interest 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
24

Agent, Fiscal Agent, IBRD, 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 arelisted on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange(or listing agent as applicable) or other relevant authority as soon as possible after their determination but, unlessotherwise specified hereon, in no event later 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 5(f), the Interest Amounts and theInterest Payment Date so published may subsequently be amended (or appropriate alternative arrangements madeby way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If theNotes become due and payable under Condition 9, the accrued interest and the Rate of Interest payable in respectof the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but nopublication of the Rate of Interest or the Interest Amount so calculated need 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.
(l) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shallhave the meanings set out below:“Business Day” means:(i)either (a) in relation to Notes denominated in a Specified Currency other than euro, a day (otherthan a Saturday or Sunday) on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in foreign exchange and foreign
currency deposits) in the principal financial centre of the country of the relevant Specified
Currency or (b) in relation to Notes denominated in euro, a day on which the TARGET System isoperating (a “TARGET Business Day”); and(ii) a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealings in foreign exchange
and foreign currency deposits) in the Business Centre(s) specified hereon.
“Calculation Amount” means the amount specified hereon, or if none is so specified, the minimumSpecified Denomination.
“Day Count Fraction” means, in respect of the calculation of an Interest Amount on any Note for any
period of time (from and including the first day of such period to but excluding the last) (whether or
not constituting 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
falling in 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 Calculation 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;

25

(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 x (Y2 - Y1)] + [30 x (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 and D1 is greater than 29, in which caseD2 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 x (Y2 - Y1)] + [30 x (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 D2 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 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
360

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;
26

“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 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 (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 numberof days 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:(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 Period” means the period from and including a Determination Date in any
year to but excluding the next Determination Date; and“Determination Date” means the date(s) specified as such hereon or, if none is so specified,the Interest Payment Date(s);(ix) in all other cases, such other basis as specified hereon.
“Effective Date” means, with respect to any Rate of Interest for Floating Rate Notes to be determinedon an Interest Determination Date, the date specified as such hereon or, if none is so specified, the firstday of the Interest Accrual Period to which such Interest Determination Date relates.
“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.
“Interest Accrual Period” means the period beginning on (and including) the Interest Commencement
Date and ending on (but excluding) the first Interest Period Date and each successive period beginningon (and including) 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 Amountfor that Interest Accrual Period; and(ii) in respect of any other period, the amount of interest payable per Calculation Amount for that
period.
27

“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 Business Days in London prior to thefirst day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro, or(iii) the day falling two TARGET Business Days prior to the first day of 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
beginning on (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 and ending on (but excluding) the next succeeding Interest Payment Date, unless otherwise
specified hereon.
“Interest Period Date” means each Interest Payment Date unless otherwise specified hereon.
“ISDA Definitions” means (i) if “2006” is specified hereon, the 2006 ISDA Definitions, as publishedby the International Swaps and Derivatives Association, Inc., and, in respect of each Series, as
amended and supplemented up to and including the Issue Date of the first Tranche of such Series; (ii) if“2021” is specified hereon, the latest version of the 2021 ISDA Interest Rate Derivatives Definitions,as published by the International Swaps and Derivatives Association, Inc., and, in respect of each
Series, as at the Issue Date of the first Tranche of such Series or (iii) as otherwise specified hereon.
“Page” means such page, section, caption, column or other part of a particular information service as
may be specified for the purpose of providing a Relevant Rate, or such other page, section, caption,column or other part as may replace it on that information service or on such other information service,in each case as may be nominated by the person or organization providing or sponsoring theinformation appearing there for the purpose of displaying rates or prices comparable to that Relevant
Rate.
“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 Banks” means the institutions specified as such hereon or, if none, four major banks
selected by the Calculation Agent (in consultation with IBRD) in the relevant interbank market (or, if
appropriate, money, swap or over-the-counter index options market).
“Relevant Financial Centre” means, with respect to any Floating Rate to be determined in accordancewith a Screen Rate/Reference Bank Determination on an Interest Determination Date, the financial
centre as may be specified as such hereon or, if none is so specified, the principal financial centre forthe relevant Specified Currency.
“Relevant Rate” means the Benchmark for a Representative Amount of the Specified Currency for aperiod (if applicable or appropriate to the Benchmark) equal to the Specified Duration commencing on
the Effective Date.
“Relevant Time” means, with respect to any Interest Determination Date, the local time in the Relevant
Financial Centre specified hereon or, if no time is specified, the local time in the Relevant Financial
Centre at which it is customary to determine bid and offered rates in respect of deposits in the Specified
Currency in the interbank market in the Relevant Financial Centre or, if no such customary local time
exists, 11.00 hours in the Relevant Financial Centre and, for the purpose of this definition, “local time”
means, with respect to the Euro-zone as a Relevant Financial Centre, Brussels time.
“Representative Amount” means, with respect to any Floating Rate to be determined in accordancewith a Screen Rate/Reference Bank Determination on an Interest Determination Date, the amountspecified as such hereon or, if none is specified, an amount that is representative for a single
transaction in the relevant market at the relevant time.
28

“Specified Currency” means the currency specified as such hereon or, if none is specified, the currency
in which the Notes are denominated.
“Specified Duration” means, with respect to any Floating Rate to be determined in accordance with a
Screen Rate/Reference Bank Determination on an Interest Determination Date, the duration specified
hereon or, if none is specified, a period of time equal to the relative Interest Accrual Period, ignoring
any adjustment pursuant to Condition 5(f).
“TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express
Transfer (known as TARGET2) System which was launched on November 19, 2007 or any successor
thereto.
(m) Calculation Agent and Reference Banks: IBRD shall procure that, with respect to any Floating Rate
Notes for which the Primary Source is Reference Banks, for so long as such Floating Rate Notes are outstanding(as defined in the Global Agency Agreement) there shall at all times be four Reference Banks (or such othernumber as may be required) with offices in the Relevant Financial Centre and one or more Calculation Agents if
provision is made for them as specified hereon. If any Reference Bank (acting through its relevant office) is
unable or unwilling to continue to act as a Reference Bank, then IBRD shall appoint another Reference Bank
with an office in the Relevant Financial Centre to act as such in its place. Where more than one Calculation
Agent is appointed in respect of the Notes, 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 or if 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 anyother requirement, IBRD shall appoint a leading bank or financial institution engaged in the interbank market (or,if appropriate, money, swap or over-the-counter index options market) that is most closely connected with thecalculation 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 such in its place. The Calculation Agent may not
resign its duties without a successor having been appointed as aforesaid.
6.

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 6, each Note that provides for Instalment Dates and Instalment Amounts shall be partially redeemedon each Instalment Date at the related Instalment Amount specified hereon. The outstanding nominal amount ofeach such Note shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated byreference to a proportion of the nominal amount of such Note, such proportion) for all purposes with effect fromthe related Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused, inwhich case, such amount shall remain outstanding until the Relevant Date (as defined in Condition 8) relating tosuch 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.
29

(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 Note as
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 (asdefined in Condition 8). The calculation of the Amortized Face Amount in accordance withthis sub-paragraph shall continue to be made (both before and, to the extent permitted byapplicable law, after judgment) until the Relevant Date, unless the Relevant Date falls on orafter the Maturity Date, in which case the amount due and payable shall be the scheduled
Final Redemption Amount of such Note on the Maturity Date together with any interest that
may accrue in accordance with Condition 5(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 IBRD: If Call Option is specified hereon, IBRD may, on giving not lessthan 10 nor more than 30 days’ irrevocable notice to the Noteholders (or such other 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 specified hereon (which may be the Early
Redemption Amount (as described in Condition 6(c) above)), together with interest accrued to the Optional
Redemption Date. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to
the Minimum Redemption Amount to be redeemed specified hereon and no greater than the Maximum
Redemption Amount to be redeemed specified hereon.
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 shallalso contain the certificate numbers of the Definitive Bearer Notes, or in the case of Registered Notes shallspecify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to beredeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in thecircumstances, taking account of prevailing market practices, subject to compliance with any applicable laws andstock 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, IBRD shall, once ineach year in which there has been a partial redemption of the Notes, cause to be published either on the websiteof the Luxembourg Stock Exchange (www.bourse.lu) or in a newspaper having general circulation in
Luxembourg or as specified by such other stock exchange a notice specifying the aggregate nominal amount ofNotes outstanding and a list of the Notes drawn for redemption 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 theaggregate amount of such partial redemption and thereafter shall be treated as being outstanding as to its
unredeemed balance.
30(e) Redemption at the Option of Noteholders: If Put Option is specified hereon, IBRD shall, at the option of
the holder of any such Note, upon the holder of such Note giving not less than 15 nor more than 30 days’ noticeto IBRD (or such other notice period as may be specified hereon) redeem such Note on the Optional Redemption
Date(s) at its Optional Redemption Amount specified hereon (which may be the Early Redemption Amount (asdescribed in Condition 6(c) above)), together with interest accrued to but excluding 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 (inthe case of Bearer Notes) such Note (together with (in the case of Definitive Bearer Notes) all unmatured
Receipts and Coupons and unexchanged Talons) with any 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 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 to exercise such option, the holder must give notice thereof to IBRD through the relevant
Holding Institution. No Note or Certificate so deposited and option exercised may be withdrawn (except asprovided in the Fiscal Agency Agreement or the Global Agency Agreement) without the prior consent of IBRD.
(f) 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.
(g) Purchases: IBRD may at any time purchase or otherwise acquire Notes in the open market or otherwise.
Notes purchased or otherwise acquired by IBRD may be held or resold or, at the discretion of IBRD, 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) or (in the case of Fed
Bookentry Notes) cancelled. If purchases are made by tender, tenders must be made available to all Noteholdersof the same Series alike.
(h) Cancellation: All Notes purchased by or on behalf of IBRD may be cancelled, in the case of Registered
Notes, by surrendering the Certificate representing such Notes to the Registrar, and in the case of Bearer Notes,
by surrendering each such Note (together with (in the case of Definitive Bearer Notes) all unmatured Receipts
and Coupons and all unexchanged Talons) to the Global Agent and, in each case, if so surrendered, shall,
together with all Notes redeemed by IBRD, be cancelled forthwith (together with all unmatured Receipts andCoupons and unexchanged Talons attached thereto or surrendered therewith) and, in the case of Fed Bookentry
Notes, by cancellation by IBRD. Any Notes so surrendered for cancellation or cancelled may not be reissued or
resold and the obligations of IBRD in respect of any such Notes shall be discharged.
7.

Payments(a) Registered Notes:(i)Payments of principal (which for the purposes of this Condition 7(a) 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 Transfer Agents or of theRegistrar and in the same manner provided in paragraph (ii) below.

(ii) Subject to Condition 7(a)(iii), interest (which for the purpose of this Condition 7(a) shall include
all Instalment Amounts other than final Instalment Amounts) on Registered Notes shall be paid tothe person shown on the Register at the close of business on the day before the due date forpayment thereof (unless otherwise specified in the applicable Final Terms) (the “Record Date”).
Payments of interest on each Registered Note shall be made in the relevant currency by checkdrawn on a Financial Institution and mailed to the holder (or to the first-named of joint holders) of
such Note at its address appearing in the Register. Upon application by the holder to the specified
office of the Registrar or any Transfer Agent before the Record Date, such payment of interest
31may be made by transfer 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 suchcurrency or, in the case of euro, in a city in which banks have access to the TARGET System.
(iii) Registered Notes held through The Depository Trust Company (“DTC”) will be paid as follows:(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 7(a)(i) and (ii);or(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.
(iv) Noteholders will not be entitled to any interest or other payment for any postponed payment
resulting from the application of Condition 7(i), if the Noteholder is late in surrendering its
Certificate (if required to do so), or if its Certificate cannot be surrendered to the Registrar or any
Transfer Agent that is open for business on the day of such surrender or if a check mailed inaccordance with this Condition 7(a) arrives after the due date for payment.
(b) Fed Bookentry Notes:(i)Payments of principal and interest on the Notes will be payable at a designated office or agency of
IBRD in New York City in U.S. dollars to the holder on the Fed Bookentry Record Date (asdefined below), provided that, at IBRD’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 ofinterest 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.

(ii) 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 theNoteholder will not be entitled to payment until the next following day on which the Fiscal Agentis open for business.
(c) Bearer Notes:(i)Payments of principal and interest in respect of Definitive Bearer Notes shall, subject as
mentioned below, be made against presentation and surrender of the relevant Receipts (in the caseof payments of Instalment Amounts other than on the due date for redemption and provided that
the Receipt is presented for payment together with its relative Note), Notes (in the case of all otherpayments of principal and, in the case of interest, as specified in Condition 7(f)(vi)) or Coupons(in the case of interest, except as specified in Condition 7(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
32currency drawn on, or, at the option of the holder, by transfer to an account denominated in suchcurrency with, a Financial Institution.
(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(A) IBRD 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, (B) payment in full of suchamounts at all such offices is illegal or effectively precluded by exchange controls or other similar
restrictions on payment or receipt of such amounts, and (C) such payment is then permitted byUnited States law.
(iii) Payments of principal, premium (if any) and interest in respect of Bearer Notes represented by a
Global Note in CGN (as defined in the Global Agency Agreement) form will (subject as provided
below) be made in the manner specified above in relation to Definitive Bearer Notes andotherwise in the manner specified in the relevant Global Note against presentation or surrender, as
the case may be, of such Global Note at the specified office of any Paying Agent. A record ofwhich 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 onsuch Global Note by such Paying Agent and such record shall be prima facie evidence that thepayment in question has been made. If the Global Note is in NGN (as defined in the Global
Agency Agreement) form, IBRD 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, thenominal amount of the Notes recorded in the records of the relevant clearing system andrepresented by the Global Note will be reduced accordingly. Payments under the Global Note in
NGN form will be made to its holder. Each payment so made will discharge IBRD’s obligations in
respect thereof. Any failure to make the entries in the records of the relevant clearing system shallnot affect such discharge.
(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.
(e) Appointment of Agents: The Fiscal Agent, the Global Agent, the Paying Agent, the Registrar, theExchange Agent, the Transfer Agent and the Calculation Agent initially appointed by IBRD and their respective
specified offices are listed below. The Fiscal Agent, the Global Agent, the Paying Agents, the Registrar, theExchange Agent, the Transfer Agents and the Calculation Agent(s) act solely as agents of IBRD and do notassume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. IBRD
reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, the Global Agent, anyother Paying Agent, the Registrar, the Exchange Agent, any Transfer Agent, any Calculation Agent or any otheragent and to appoint a substitute Fiscal Agent or Global Agent and/or additional or other Paying Agents,
Registrars, Exchange Agents, Transfer Agents, Calculation Agents or any other agent, provided that IBRD shallat 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 one or more Transfer Agents, atleast one of which has its specified office in a major European city, (iv) for Bearer Notes, at least one Paying
Agent in a major European city, and (v) one or more Calculation Agent(s) if specified hereon. Any suchvariation, termination or change shall only take effect (other than in the case of insolvency, when it shall be of
immediate effect) after not less than 30 days’ prior notice thereof shall have been given to the Noteholders inaccordance with Condition 12 and provided further that neither the resignation nor removal of any Agent shalltake effect, except in the case of insolvency as aforesaid, until a new Agent replacing such Agent has been
appointed in accordance with the terms of the Global Agency Agreement.

33

In addition, IBRD 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 7(c)(ii).
Notice of any such change or any change of any specified office shall promptly be given to the Noteholders
in accordance with Condition 12.
(f) Unmatured Coupons and Receipts and Unexchanged Talons:(i)

Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes (other than
Dual Currency Notes or Index Linked Interest Notes), they should be surrendered for payment
together with all unmatured Coupons (if any) relating thereto, 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 amount of such missing unmatured Coupon that the sum of principal so
paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early
Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Anyamount so deducted shall be paid in the manner mentioned above against surrender of such
missing Coupon within a period of 10 years from the Relevant Date (as defined in Condition 8)
for the payment of such principal (whether or not such Coupon has become void pursuant to
Condition 8).

(ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, Dual
Currency Note or Index Linked Interest Note, any unmatured Coupon relating to such Note
(whether or not attached) shall become void and no payment shall be made 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 relating to it, redemption shall be made only against the provision of suchindemnity as IBRD 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 the case 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 office of the Global Agent in exchange for a further Coupon sheet (and if necessary another Talon for afurther 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 othersum in respect of such postponed payment. Solely if so specified hereon, in the event that the next following
34

business day falls into the next calendar month, such date for payment shall be brought forward to theimmediately preceding business day. For the avoidance of doubt, the amount of interest or other payment will not
be adjusted as a result of a change in such date for payment. In this paragraph, “business day” means a day (otherthan a Saturday or a Sunday) on which banks and foreign exchange markets settle payments and are open forgeneral business (including dealing in foreign exchange and foreign currency deposits) in the relevant place ofpresentation, in such jurisdictions as shall be specified as “Financial Centres” hereon 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 that is no longer used by the government of the country issuing such currency for the paymentof public and private debts or used for settlement of transactions by public institutions in such country or within
the international banking community, or in a Specified Currency that is not expected to be available, when any
payment on this Note is due as a result of circumstances beyond the control of IBRD, IBRD shall be entitled tosatisfy its obligations in respect of such payment by making such payment in U.S. dollars on the basis a U.S.
dollar/Specified Currency exchange rate determined by the Calculation Agent on the second Business Day prior
to such payment, or if the Calculation Agent determines that no such exchange rate is available on such second
Business Day, on the basis of the exchange rate most recently available prior to such second Business Day. In
making such determinations, the Calculation Agent will act in good faith and in a commercially reasonable
manner having taken into account all available information that it deems relevant. Any payment made under suchcircumstances in such other currency or U.S. dollars will constitute valid payment, and will not constitute adefault in respect of this Note.
8.

Prescription

Other than for Notes, Receipts and Coupons governed by the laws of the State of New York, claims against
IBRD 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(in the 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 due or (if any amount of the money payable is improperly withheld or refused) the date on which
payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice isduly 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 thatpayment is in fact made upon 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 6 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 5 or any amendment or supplement to it.
9.

Default

If IBRD shall default in the payment of the principal of, or interest on, or in the performance of any
covenant in respect of a purchase fund or sinking fund in, any bonds, notes (including the Notes), or similar
obligations which have been issued, assumed or guaranteed by IBRD, and such default shall continue for a periodof 90 days, then at any time thereafter and during the continuance of such default any Noteholder may deliver orcause to be delivered to IBRD at its principal office in Washington, District of Columbia, United States of35

America, written notice that such Noteholder elects to declare all Notes held by it (the serial or other identifying
numbers and denominations of which shall be set forth in such notice) to be due and payable, and on the thirtieth
day after such notice shall be so delivered to IBRD the Notes shall become due and payable at their Early
Redemption Amount specified on such Notes plus accrued interest calculated in accordance with Condition 5,
unless prior to that time all such defaults previously existing shall have been cured.
10. 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
and clearing systems, at the specified office of the Global Agent in London (in the case of Bearer Notes,
Receipts, Coupons or Talons), and of the Registrar in London (in the case of Certificates), or such other Paying
Agent or Transfer Agent, as the case may be, as may from time to time be designated by IBRD for the purpose
and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees andcosts 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 issubsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid
to IBRD on demand the amount payable by IBRD in respect of such Notes, Certificates, Receipts, Coupons orfurther Coupons) and otherwise as IBRD may require. Mutilated or defaced Notes, Certificates, Receipts,
Coupons or Talons must be surrendered before replacements will be issued.
11. Further Issues and Amendments(a) Further Issues: IBRD 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 except for
the issue date and the first payment of interest thereon) and so that such further issue shall be consolidated andform a single series with the outstanding securities of any series (including the Notes) or upon such terms as
IBRD may determine at the time of their issue. References in these Conditions to the Notes include (unless thecontext requires otherwise) any other securities issued pursuant to this Condition and forming a further Trancheof Notes of the same Series as the Notes.
(b) Amendments: These Conditions and the Notes may be amended or supplemented by IBRD and the
Global Agent, without the consent of the holder of any Note, for the purpose of curing any ambiguity, manifest
error or of correcting or supplementing any provision contained herein or therein which may be defective or
inconsistent with any other provision contained herein or therein; provided, however, that IBRD shall only permit
any such modification if to do so could not reasonably be expected to be materially prejudicial to the interests of
the Noteholders in the sole opinion of IBRD.
12. Notices(a) Notices to Holders of Registered Notes: Notices to holders of Registered Notes will be mailed to them attheir respective addresses in the Register. Any such notice shall be deemed to have been validly given to theholders of such Registered Notes on the fourth weekday (being a day other than a Saturday or a Sunday) after thedate of such mailing.
(b) Notices to Holders of Bearer Notes: Unless otherwise specified hereon, notices to the holders of Bearer
Notes shall be valid if published in a daily newspaper having general circulation in London (which is expected tobe the Financial Times) or Luxembourg (which is expected to be the Luxemburger Wort) or if published on the
Luxembourg Stock Exchange’s website (www.bourse.lu). Any such notice shall be deemed to have been validly
given on the date of such publication. Notices will, if published more than once or on different dates, be deemed
to have been given on the date of the first publication in such source as provided above. Holders of Coupons,
Receipts and Talons shall be deemed for all purposes to have notice of the contents of any notice given to theholders of Bearer Notes in accordance with this Condition 12.
36(c) Delivery to Clearing System: Until such time as any definitive Notes are issued, there may, so long as all
the Notes or certificate(s) representing the Notes is or are held in its or their entirety on behalf of DTC or
Euroclear and Clearstream, Luxembourg or any other applicable clearing system, be substituted, in relation only
to the relevant Series of Notes, for such notification as set out in (a) and (b) above, the delivery of the relevant
notice to DTC or to Euroclear and Clearstream, Luxembourg or to any other applicable clearing system forcommunication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the
Noteholders on the day (or such other period thereafter as may be specified hereon) on which such notice wasgiven to DTC or to Euroclear and Clearstream, Luxembourg or to any other applicable clearing system.
(d) Listing Requirements: In addition to (a), (b) and (c) above, if and for so long as any Notes are listed on astock exchange, all notices to Noteholders will be published in accordance with the rules of such stock exchange.
If such Notes are listed on the Luxembourg Stock Exchange, such notices shall be published either on the websiteof the Luxembourg Stock Exchange (www.bourse.lu).
(e) Notices via Agents: Except as set out in Condition 9, 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 the case may be. In the case of Bearer Notes, solong 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, as the case may be, in such manner as the
Global Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
13. Contracts (Rights of Third Parties) Act 1999
In respect of any Notes, Receipts and Coupons governed by English law, unless specified otherwise in theNotes, no person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights ofThird Parties) Act 1999.
14. Governing Law, Jurisdiction and Service of Process(a) Governing Law: The Notes, the Receipts, the Coupons and the Talons are governed by, and shall be
construed in accordance with, the laws of the State of New York or English law, or such other governing law, as
specified hereon. The governing law of Partly-paid Notes shall not be the laws of the State of New York.
(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, IBRD irrevocably submits to thenon-exclusive jurisdiction of the courts of England.
(c) Service of Process: IBRD irrevocably appoints its special representative at Millbank Tower, 12th Floor,
21-24 Millbank, London SW1P 4QP, England as its agent in England to receive, for it and on its behalf, serviceof process in any Proceedings in England. If IBRD no longer maintains a special representative in England or if
for any reason such process agent ceases to be able to act as such or no longer has an address in London, IBRD
irrevocably agrees to appoint a substitute process agent and shall immediately notify Noteholders of suchappointment in accordance with Condition 12. Nothing shall affect the right to serve process in any mannerpermitted by law.

37

FORM OF NOTES AND SUMMARY OF PROVISIONSRELATING 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 in this section.
IBRD and the relevant Dealer(s) shall agree on the form of Notes to be issued in respect of any issue ofNotes. The form may be registered, bookentry 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 Tranche of Registered Notes sold in primary distribution entirely to investors in the United States may,unless otherwise specified in the applicable Final Terms, initially be represented by a single Certificate inregistered 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”).
Each Tranche of Registered Notes sold in primary distribution entirely to investors outside the United States
may, unless otherwise specified in the applicable Final Terms, initially be represented by a Global Certificate and(a) in the case of a Tranche held under the NSS and intended to be cleared through Euroclear and Clearstream,
Luxembourg, delivered to the Common Safekeeper for Euroclear and Clearstream, Luxembourg; (b) in the caseof a Tranche not held under the NSS and intended to be cleared through Euroclear and Clearstream,
Luxembourg, deposited with the Common Depositary on behalf of Euroclear and Clearstream, Luxembourg; or(c) in the case of a Tranche intended to be cleared through a clearing system other than, or in addition to,Euroclear and/or Clearstream, Luxembourg, or delivered outside a clearing system, registered as specified in theapplicable Final Terms.
Each Tranche of Registered Notes sold in primary distribution both within the United States and outside theUnited States may, unless otherwise specified in the applicable Final Terms, initially be represented by one ormore Global Certificates. A DTC Global Certificate in respect of Notes sold within the United States or Notes
sold both within the United States and outside the United States may be deposited on its Issue Date with theCustodian as custodian for, and registered in the name of a nominee of, DTC. The same or one or more other
Global Certificates in respect of Notes sold outside the United States may be deposited on its or their Issue Datewith the Custodian as custodian for, and registered in the name of a nominee of, DTC or with, and registered in
the name of a nominee of, the Custodian as custodian or depositary for the relevant clearing system(s) agreed
between IBRD and the relevant Dealer(s) and specified in the applicable Final Terms. One or more Global
Certificates in respect of Notes sold both within the United States and outside the United States may be depositedon its or their Issue Date with, and registered in the name of a nominee of, the Common Depositary or Common
Safekeeper for Euroclear or Clearstream, Luxembourg or the relevant clearing system(s) agreed between IBRD
and the relevant Dealer(s) and specified in the applicable Final Terms.
Registered Notes may, if so specified in the applicable Final Terms, initially be issued in definitive
registered form represented by Certificates registered in the names of the beneficial owners thereof. Otherwise,
Certificates registered 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 suchowner’s Notes will be issued at the expense of such owner.
Unless otherwise specified in the applicable Final Terms, interests in a Global Certificate will be
exchangeable for definitive 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 IBRD that38

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 of1934, as amended (the “Exchange Act”), or is at any time no longer eligible to act as such and IBRD is unable tolocate a qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC; or (ii) in
the case of any other Global Certificate, if the clearing system(s) through which it is cleared and settled is closed
for business for a continuous 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; or (iii) if principal in respect of any
Note is not paid when due, by the Noteholder giving notice to the Global Agent of its election for such exchange.
In such circumstances, IBRD 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 forcompletion, 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
IBRD and the Registrar may require to complete, execute and deliver such Certificates. Registered Notes shallnot be exchangeable for Bearer Notes.
If so specified in the applicable Final Terms, interests in a Global Certificate may be exchanged for, ortransferred 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 takedelivery thereof in the form of, interests in a Global Certificate. Any such exchange or transfer shall be made inaccordance with the rules and operating procedures of DTC, Euroclear, and Clearstream, Luxembourg, and incompliance with the provisions of Clauses 5 and 7 of the Global Agency Agreement.
DTC has advised IBRD 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) onlyat 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
Certificates as to which such participant or participants has or have given such direction. However, in thecircumstances described above, 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.
Fed Bookentry Notes
On initial issue, all Notes denominated and payable in U.S. dollars which will be cleared and settled throughthe Federal 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 thetransfer 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 Bearer Notes in
NGN form, 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 Bearer Notes in CGN form, will be deposited with a Common
Depositary on behalf of Euroclear and Clearstream, Luxembourg on the relevant Issue Date. Interests in a
Temporary Global Note will be exchangeable on or after the Exchange Date (as defined below) in whole or inpart for interests in a Permanent Global Note without Coupons or, if and to the extent specified in the applicable
Final Terms, for Bearer Notes in definitive form.
39

Initial Issue of Notes
If the Global Notes or the Global Certificates are stated in the applicable Final Terms to be issued in NGN
form or to be held under the NSS (as the case may be), the Global Notes or the Global Certificates will bedelivered on or prior to the original issue date of the Tranche to a Common Safekeeper. Depositing the Global
Notes or the Global Certificates with the Common Safekeeper does not necessarily mean that the Notes will berecognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by theEurosystem either upon issue, or at any or all times during which the Notes are outstanding. Such recognition
will depend upon satisfaction of the Eurosystem eligibility criteria.
Global Notes which are issued in CGN form and Global Certificates which are not held under the NSS may
be delivered on or prior to the original Issue Date of the Tranche to a Common Depositary.
If a Global Note is in CGN form, upon the initial deposit of the Global Note with a Common Depositary or
registration of Registered Notes in the name of any nominee of a Common Depositary for Euroclear andClearstream, Luxembourg and delivery of the relative Global Certificate to the Common Depositary, Euroclear
or Clearstream, Luxembourg will credit each subscriber with a nominal amount of Notes equal to the nominal
amount thereof for which it has subscribed and paid. If the Global Note is in NGN form, the nominal amount of
the Notes shall be the aggregate amount from time to time entered in the records of Euroclear or Clearstream,
Luxembourg. The records of such clearing system shall be conclusive evidence of the nominal amount of Notes
represented by the Global Note and a statement 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 ofsubscribers with (if indicated in the applicable Final Terms) other clearing systems through direct or indirect
accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notesthat are initially deposited with any other clearing system may similarly be credited to the accounts of subscribers
with Euroclear, Clearstream, Luxembourg or other clearing systems.
Upon the initial deposit of a Global Certificate in respect of, and registration of, Registered Notes in thename of a nominee of DTC and delivery of the relevant Global Certificate to the Custodian, DTC will credit eachparticipant with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed andpaid.
Summary of Provisions relating to Notes while in Global Form
Each Global Note or Global Certificate will contain provisions which apply to the Notes while they are inglobal form, some of which supplement the Conditions of the Notes set out in this Prospectus. The following is asummary of certain of those provisions:Exchange: A Temporary Global Note is exchangeable in whole or in part (free of charge to the holder) on orafter the Exchange 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, IBRD will procure that details of such exchange beentered pro rata in the records of the relevant clearing system) or, if and to the extent specified in the applicable
Final Terms, Definitive Bearer Notes, in each case upon certification as to non-U.S. beneficial ownership by therelevant clearing system in the form set out in the Global Agency Agreement. If one or more Temporary Global
Notes are exchanged for Definitive Bearer Notes, 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) is
exchangeable in whole (free of charge to the holder) for Definitive Bearer Notes if the Permanent Global Note isheld on behalf of a clearing system and such clearing system is closed for business for a continuous period of40

14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to ceasebusiness or does in fact do so, by such holder giving notice to IBRD or the Global Agent. On or after any
Exchange Date, the holder of a Permanent Global Note may surrender the Permanent Global Note to or to theorder of the Global Agent. In exchange for the Permanent Global Note, IBRD will deliver, or cause the deliveryof, an equal aggregate nominal amount of duly executed and authenticated 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), eachin or substantially in the form attached to the Global Agency Agreement. On exchange in full of the Permanent
Global Note, IBRD 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 days from the Issue Date (irrespective of whether suchday is a business day) and on which banks are open for business in the city in which the specified office of the
Global Agent is located and, if applicable, in the cities in which the relevant clearing systems are located.
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 Permanent Global Note in CGN form will be made to its holder against presentation forendorsement and, if no further payment is to be made, surrender of the Permanent Global Note to or to the orderof the Global Agent or such other Paying Agent as shall have been provided in a notice to the Noteholders forsuch purpose. If the Permanent Global Note is in CGN form, a record of each payment so made will be endorsedin the appropriate schedule to the Permanent Global Note, which endorsement will be prima facie evidence thatsuch payment has been made. If the Permanent Global Note is in NGN form, IBRD shall procure that details ofeach 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 Permanent Global Note will be reduced accordingly. Payments under the Permanent
Global Note in NGN form will be made to its holder. Each payment so made will discharge IBRD’s obligations
in respect thereof. Any failure to make the entries in the records of the relevant clearing system shall not affectsuch discharge.
Notices: If and for so long as a Global Note or a Global Certificate is deposited with a depositary or
Common Depositary or Common Safekeeper for Euroclear, Clearstream Luxembourg and/or any other relevant
clearing system, unless otherwise specified in the applicable Final Terms, notices to Noteholders may be given
by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders. In
addition, if and so long as any Notes are listed on the Luxembourg Stock Exchange and the rules of thatexchange so require, notices shall be published on the website of the Luxembourg Stock Exchange(www.bourse.lu).
Prescription: Other than for Notes governed by the laws of the State of New York, claims against IBRD forprincipal and interest in respect of a Global Note or a Global Certificate will become prescribed unless such Noteis 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 Global Note or Global Certificate which IBRD elects to becancelled following its purchase will be effected by reduction in the nominal amount of such Note.
Default: The holder of a Global Note or a Global Certificate may cause the such Note or a portion of it tobecome due and repayable in circumstances described in Condition 9 by stating in the notice to IBRD thenominal amount of Notes which is being declared due and repayable. Following the giving of notice of an eventof default, the holder of a Global Note or a Global Certificate which is governed by English law and executed as41

a deed poll may elect that the such Note becomes void as to a specified portion and that the persons entitled tosuch portion as accountholders with a clearing system acquire direct enforcement rights against IBRD under the
Deed of Covenant.
Redemption at the option of IBRD: No drawing of Notes will be required under Condition 6(d) in the eventthat IBRD exercises its call option set forth in that Condition while an issue of Notes is represented by a Global
Note or a Global Certificate in respect of less than the aggregate nominal amount of such Notes then outstanding.
In these circumstances, the relevant clearing systems will allocate the redemption of Notes as between holders (tobe reflected in the records of Euroclear and Clearstream, Luxembourg on a pro rata basis as either a pool factor
or a reduction in nominal amount, at their discretion).
Redemption at the option of a Noteholder: Any Noteholder’s option set out in Condition 6(e) to require
IBRD to redeem Notes may be exercised by the holder of a Global Note or a Global Certificate giving notice to
IBRD or the Global Agent of the nominal amount of such 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 6(e). Where the Permanent Global Note is in NGN form,
IBRD shall procure that details of such exercise shall be entered pro rata in the records of the relevant clearing
system and the nominal amount of the Notes recorded in those records will be reduced accordingly.
Nominal amount: Where the Permanent Global Note is in NGN form, or the Global Certificate is held under
the NSS, IBRD shall procure that any exchange, payment, cancellation, exercise of any option or any right under
the Notes, as the case may be, in addition to the circumstances set out above shall be entered in the records of therelevant clearing systems and upon any such entry being made, in respect of payments of principal, the nominal
amount of the Notes represented by such Global Note or Global Certificate shall be adjusted accordingly.
Partly-paid Notes
The provisions relating to partly-paid Notes (“Partly-paid Notes”) are not set out in this Prospectus, but will
be contained in the applicable Final Terms and thereby in the Global Notes or the Global Certificates. Partly-paid
Notes governed by the laws of the State of New York will not be issued. While any instalments of thesubscription moneys due from the holder of Partly-paid Notes are overdue, no interest in a Global Note or a
Global Certificate representing such Notes may be exchanged for an interest in 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 Partlypaid Notes within the time specified, IBRD may forfeit such Notes and shall have no further obligation to theirholder in respect of them.

42

CLEARANCE AND SETTLEMENT
Introduction
The Facility 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 by DTC in the
United States, and by Euroclear and Clearstream, Luxembourg in Europe. Electronic securities and paymenttransfer, 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 transferredamong the clearing systems across these links. Special procedures have been established among the Global
Agent, the Fiscal Agent and these clearing systems to facilitate clearance and settlement of certain Notes traded
across borders in the secondary market. Cross-market transfers of Notes denominated in certain currencies andissued in global form (as described below) may be cleared and settled using these procedures on a delivery
against payment basis. Cross-market transfers of Notes in other than global form may be cleared and settled inaccordance with other procedures established for this purpose among the Global Agent, the Fiscal Agent and therelevant clearing systems.
The relationship between IBRD and the holder of a Registered Note, a Fed Bookentry Note or a Bearer Noteis 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 therelationship between them and the relevant clearing system and to which IBRD is not and will not be a party.
IBRD 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 maintenanceand operation of the bookentry accounts in which Notes are held.
Each of the persons shown in the records of DTC, Euroclear, Clearstream, Luxembourg, or any otherspecified clearing system as the holder of a Note represented by a Global Note or a Global Certificate must looksolely to such clearing system for his share of each payment made by IBRD 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 withthe respective rules and procedures of such clearing system. Such persons shall have no claim directly against
IBRD 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 IBRD will be discharged by payment to the bearer of such Global Noteor the registered holder of the Registered Notes represented by such Global Certificate, as the case may be, inrespect of each amount 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 Facility (except for Fed Bookentry Notes).
Citibank has direct custodial and depositary linkages with, and (unless otherwise provided in the applicable Final
Terms) will act as custodian for Global Notes or Global Certificates held by DTC to facilitate issue, transfer andcustody of Notes in DTC, while Citibank Europe plc acts as the Common Depositary or Common Safekeeper for
Global Notes or Global Certificates held by Euroclear and Clearstream, Luxembourg. 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. In acting
43

under the Global Agency Agreement and in connection with the Notes, no Agent shall have any obligations
towards or relationship of agency or trust with any of the holders of the Notes.
The Clearing Systems
Federal 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 IBRD) 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 amember of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the ExchangeAct. 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 andfacilitates multicurrency clearance and settlement of securities transactions between its and Clearstream,
Luxembourg’s 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 IBRD, the Global Agent and the relevant Dealer(s) agree shall be available
for a particular issue of Notes will be described in the applicable Final Terms, together with the clearance andsettlement 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 otherclearing system specified in the applicable Final Terms. Payment for Notes will be on a delivery versus payment
or delivery free of payment basis, as specified in the applicable Final Terms.
IBRD and the relevant Dealer(s) shall agree whether global clearance and settlement procedures or specificclearance 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 issue44to be accepted for clearance and settlement and the applicable clearance numbers will be specified in theapplicable Final Terms.
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 be followed
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.
Fed Bookentry Notes
The 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 be heldof record only by Holding Institutions, which are entities eligible to maintain bookentry accounts with theFederal Reserve Banks. A Holding Institution may not be the beneficial holder of a Note. Beneficial holders willordinarily hold the Notes through one or more financial intermediaries, such as banks, brokerage firms andsecurities clearing organizations. Each Holding Institution, and each other intermediate holder in the chain to theultimate beneficial holder, will have the responsibility of establishing and maintaining 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 IBRD, through the 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 for which they maintainsuch Fed Bookentry Notes. The Federal Reserve Banks will not record pledges of Fed Bookentry Notes.
Registered Notes(i)

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 IBRD on the relevant Issue Date.

(ii) 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 theEuroclear and Clearstream, Luxembourg. 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
IBRD will make applications to Euroclear and Clearstream, Luxembourg for acceptance in their respective
bookentry systems of any issue of Bearer Notes. Customary clearance and settlement procedures for each suchclearing system applicable to bearer eurobonds denominated in the Specified Currency will be followed, unlessotherwise specified in the applicable Final Terms.
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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
such rules 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
account will be credited for value on the settlement date but may be available only as of the day immediately
following such settlement date.
The laws of some states in the United States require that certain persons take physical delivery in definitive
form of 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 a person having an interest in a DTC Global Certificate to pledge such interest to persons or entities
that do not participate in DTC, or otherwise take actions in respect of such interest, may be affected by the lackof 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.
Transfers 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 operatingprocedures of the relevant clearing system.
GeneralAlthough DTC, Euroclear and Clearstream, Luxembourg have established procedures to facilitate transfersof beneficial interests in Notes in global form among participants and accountholders of DTC, Euroclear andClearstream, Luxembourg, they are under no obligation to perform or continue to perform such procedures, andsuch procedures may be discontinued at any time. None of IBRD, 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 two
business days of pricing (T+2), 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 businessdays until the relevant Issue Date will be required, by virtue of the fact the Notes initially will settle beyond T+2,
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 advisor.
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TAX MATTERS
The following is a summary of the provisions of the Articles concerning taxation of the Notes and of certain
anticipated United States federal income, withholding and estate tax consequences resulting from the ownershipof the Notes. This summary addresses only U.S. federal income taxation and does not cover all of the possible
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. This summary is not intended as tax advice to any person. It addresses
only holders who are initial purchasers of the Notes at the initial offering price and hold the Notes as capital
assets for tax purposes, and does not address special classes of holders, such as dealers in securities or currencies,
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, banks,
tax-exempt entities, life insurance companies, persons holding Notes as part of a wash sale for tax purposes, as ahedge or hedged against interest rate or currency risks or as part of a straddle or conversion transaction for tax
purposes, or U.S Holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
Investors who purchase Notes at a price other than the offering price should consult their tax advisor as to thepossible applicability to them of the amortizable bond premium or market discount rules.
This section deals only with Notes that (a) are due to mature 30 years or less from the date on which they
are issued, (b) do not reference the performance of United States equities and (c) are treated as issued inregistered form for United States federal income tax purposes. For this purpose, unless otherwise stated in theapplicable Final Terms, Registered Notes and Fed Bookentry Notes will be treated as issued in registered form
for U.S. federal income tax purposes, and Bearer Notes will not be treated as issued in registered form for U.S.
federal income tax purposes. The relevant tax consequences of owning Notes that do not satisfy these criteria will
be discussed 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 in effect as at thedate of this Prospectus. These laws are subject to change, possibly on a retroactive basis.
If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds theNotes, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner andthe 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.
Prospective purchasers of Notes should consult their own tax advisors concerning the application of theUnited States federal income, withholding and estate tax laws, as well as the possible application of the tax lawsof any other jurisdiction, to their particular situation.
Tax Status — General
The Notes and the interest thereon generally will be subject to taxation, including United States federal
income taxation. Under the Articles, however, the Notes and the interest thereon are not subject to any tax by amember country of IBRD (i) which tax discriminates against the Notes solely because they were issued by IBRD,
or (ii) if the sole jurisdictional basis for the tax is the place or currency in which the Notes are issued, madepayable or paid, or the location of any office or place of business maintained by IBRD. The imposition of UnitedStates federal income tax in the manner described herein is not inconsistent with the Articles.
Tax Status — United States
The United States Treasury Department has issued to IBRD rulings dated May 4, 1988 and May 5, 1989 (the“Rulings”) regarding certain United States federal tax consequences of the receipt of interest on securities issued

47

by IBRD. The Rulings provide that interest paid by IBRD on such securities, including payments attributable toaccrued original issue discount, constitutes income from sources without the United States.
Because, under the Rulings, interest and original issue discount on the Notes is treated as income fromsources without the United States, interest paid by IBRD would ordinarily not be subject to United States federal
income tax, including withholding tax, if paid to a nonresident alien individual (or foreign partnership, estate ortrust not subject to United States federal income tax on a net income basis on income or gain from a Note) or to aforeign 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 income would be subject to United States federal income
tax in the following cases: (a) such interest is derived by such person in the active conduct of a banking,financing or similar business within the United States, and such interest is attributable to an office or other fixedplace of business of such person within the United States or (b) such person is a foreign corporation taxable as aninsurance company carrying on a United States insurance business to which such interest is attributable.
U.S. Holders
This subsection describes the tax consequences to a U.S. Holder. You are a U.S. Holder if you are abeneficial owner of a Note and you are, for U.S. 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, or•a trust if a United States court can exercise primary supervision over the trust’s administration and one
or more United States persons are authorized to control all substantial decisions of the trust.

If you are not a U.S. 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 andthe laws 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, eachas defined below under “— Original Issue Discount — General”, or as described in the following sentence, youwill be taxed on any interest on your Note, whether payable in U.S. dollars or a foreign currency, as ordinary
income at the time 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-issuanceaccrued interest (if any) will not be treated as an interest payment for U.S. federal income tax purposes and will
accordingly not be includible in income. If your Note is denominated in a foreign currency, then you willrecognize 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-issuance accrued interest on the date of receipt and the U.S. dollar value of suchamount on the date that the Note was issued.
Interest paid by IBRD on the Notes and original issue discount, if any, accrued with respect to the Notes (asdescribed below under “— Original Issue Discount”) are generally income from sources outside the United States
and will generally be “passive” income for purposes of the rules regarding the foreign tax credit allowable to a
U.S. 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 ofthe interest 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.
48

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 aninterest 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 ratein effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, thatpart 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 theexchange rate in effect on the last day of the accrual period, or, in the case of an accrual period that spans two
taxable years, the exchange 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 theexchange 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 theconsent of the Internal Revenue Service.
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 ineffect 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 treatedas a discount Note issued at an original issue discount (“OID”) if the amount by which the Note’s statedredemption price at maturity exceeds its issue price is more than a de minimis amount. Generally, a Note’s issue
price will be the first price at which a substantial amount of Notes included in the issue of which the Note is apart is sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacityof 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 areunconditionally payable at least annually at a single fixed rate, with certain exceptions for lower rates paid duringsome 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 1⁄ 4 of 1 percent of its stated redemption price atmaturity multiplied by the number of complete years to its maturity. Your Note would have de minimis OID if
the amount of the excess is less than the de minimis amount. If your Note has de minimis OID, you would
include the de minimis amount in income as stated principal payments are made on the Note, unless you makethe 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 yourNote’s de minimis OID by a fraction equal to the amount of the principal payment made divided by the statedprincipal amount of the Note.
Generally, if your discount Note matures more than one year from its date of issue, you would include OID
in income before you receive cash attributable to that income. The amount of OID that you would include inincome 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 for49each day during the taxable year or portion of the taxable year that you hold your discount Note. You candetermine the daily portion by allocating to each day in any accrual period a pro rata portion of the OID allocableto that accrual period. You may select an accrual period of any length with respect to your discount Note and you
may vary the length of each accrual period over the term of your discount Note. However, no accrual period may
be longer than one year and each scheduled payment of interest or principal on the discount Note must occur oneither 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 allocableto 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 stated interest
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 amount of 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 atthe 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 computethe amount of OID allocable to an initial short 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 OriginalIssue 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 priceof the Note,

divided by•

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

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Pre-Issuance Accrued Interest. An election may be made to decrease the issue price of your Note by theamount of 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 ofinterest or of principal. In such a case, you would determine the yield and maturity of your Note by assuming thatthe 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 becauseof a mandatory sinking fund, you would include income on your Note in accordance with the general rules thatgovern 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 tocontingencies, and either you or we have an unconditional option or options that, if exercised, would require
payments to be made on 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 Note, and•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 the amount payable on such date in accordance with the terms of your Note as the principal amount payableat maturity.
If a contingency, including the exercise of an option, actually occurs or does not occur contrary to anassumption made according to the above rules then, except to the extent that a portion of your Note is repaid as aresult of this change in circumstances and solely to determine the amount and accrual of OID, you would
redetermine the yield and maturity of your Note by treating your Note as having been retired and reissued on thedate of the change in circumstances 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 allinterest that accrues on your Note using the constant-yield method described above under “— General”, with themodifications described below. For purposes of this election, interest will include stated interest, OID, deminimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizablebond premium, described below under “— Notes Purchased at a Premium,” or acquisition premium.
51

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
amortizable bond 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 excludible from gross income, that you hold as of the beginning of the taxable year to which theelection applies or thereafter. Additionally, if you make this election for a market discount Note, you would betreated as having made the election discussed below under “— Market Discount” to include market discount inincome currently over the life of all debt instruments having market discount that you acquire on or after the firstday of the first taxable year to which the election applies. You may not revoke any election to apply the constantyield 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 Internal Revenue Service.
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 than thelesser of:•

0.015 multiplied by the product of the total noncontingent principal payments and the number ofcomplete years to maturity from the issue date, or•

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

one or more qualified floating rates,•

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

a single objective rate, or•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 following thatfirst 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:•

multiplied by a fixed multiple that is greater than 0.65 but not more than 1.35, or•

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

If your Note provides for two or more qualified floating rates that are within 0.25 percentage points of eachother on the issue date or can reasonably be expected to have approximately the same values throughout the termof the Note, the qualified floating rates together constitute a single qualified floating rate.

52

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 tosignificantly 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 thatthe average value of the rate during the first half of your Note’s term would be either significantly less than orsignificantly 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 variations in
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 isstated 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 the Notethat 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 isqualified stated interest. 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 described above,•

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.

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 aqualified inverse floating rate, a rate that reflects the reasonably expected yield on your Note.

53

If your floating rate Note provides for stated interest either at one or more qualified floating rates or at aqualified 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 fair market value of your floating rate Note as of the issue date approximates
the fair market value of an otherwise identical debt 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 U.S. Holder of a short-term Note,you are not required to accrue OID, as specially defined below for the purposes of this paragraph, for U.S. 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 passthrough entity, or a cash basis taxpayer who so elects, you would be required to accrue OID on short-term Notes
on either a straight-line basis or under the constant-yield method, based on daily compounding. If you are notrequired and do not elect 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 ona straight-line basis unless you make an election to accrue the OID under the constant-yield method, through thedate 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 inan amount not exceeding the deferred income until the deferred income is realized.
When you determine the amount of OID subject to these rules, you must include all interest payments on
your short-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
and then translate the amount of OID into U.S. dollars in the same manner as stated interest accrued by anaccrual basis U.S. Holder, as described under “— U.S. 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 interestor 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 discount Note,the Note’s revised issue price, and the price you paid for your Note is equal to or greater than 1⁄ 4 of
1 percent of your Note’s stated redemption price at maturity multiplied by the number of complete
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 1⁄ 4 of 1 percent of the Note’s stated redemption price atmaturity 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.

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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 toinclude market discount in income currently over the life of your Note. If you make this election, it would apply
to all debt instruments with market discount that you acquire on or after the first day of the first taxable year towhich the election applies. You may not revoke this election without the consent of the Internal Revenue Service.
If you own a market discount Note and do not make this election, you would generally be required to defer
deductions for interest on borrowings allocable to your Note in an 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 anelection is made to accrue market discount using a constant-yield method. If you make this election, it would
apply only to the Note with respect to which it is made and you may not revoke it. You would, however, notinclude 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 discountNote, in excess of the sum of all amounts payable on the Note after the acquisition date (other than payments ofqualified stated interest)), you may elect to treat the excess (after excluding the portion of the purchase priceattributable to pre-issuance accrued interest) as amortizable bond premium. If you make this election, you would
reduce the amount required to be included in your income each accrual period with respect to interest on yourNote by the amount of amortizable bond premium allocable to that accrual period, based on your Note’s yield tomaturity.
If the amortizable bond premium allocable to an accrual period exceeds your interest income from yourNote for such accrual period, such excess is first allowed as a deduction to the extent of interest included in yourincome in respect of the Note in previous accrual periods and is then carried forward to your next accrual period.
If the amortizable bond premium allocable and carried forward to the accrual period in which your Note is sold,retired or otherwise 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
your interest income in units of the foreign currency. Gain or loss recognized that is attributable to changes inexchange rates between the time your amortized bond premium offsets interest income and the time of theacquisition of your Note 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 firsttaxable year to which the election applies or that you thereafter acquire, and you may not revoke it without theconsent of the Internal Revenue Service. 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, adjustedby:•adding any OID or market discount previously included in income with respect to your Note, and then•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 to theextent that such premium either reduced interest income on your Note or gave rise to a deduction on
your Note.
55

If you purchase your Note with foreign currency, the U.S. dollar cost of your Note would generally be theU.S. dollar value of the purchase price on the date of purchase. However, if you are a cash basis taxpayer, or an
accrual basis 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 thepurchase price on the settlement date of your purchase.
You will generally recognize gain or loss on the sale or retirement of your Note equal to the difference, ifany, between (a) the amount you realize on the sale or retirement (other than any amounts attributable to accrued
but unpaid interest, which will be treated as interest payments except to the extent that such amounts are a returnof pre-issuance accrued interest) and (b) 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 datethe 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 amount realized based on the U.S. dollar value of the foreign currency on thesettlement 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 gainor 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 thesale or retirement. If you purchase foreign currency, you generally would have a tax basis equal to the U.S. dollar
value of the 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 or loss.
Notes Subject to Special Rules
The applicable Final Terms will discuss the special U.S. federal income tax rules that apply to Notes thathave a variable redemption amount, Notes that are subject to the special tax rules governing contingent payment
debt instruments, Notes that provide for instalment payments, Partly-paid Notes, Dual Currency Notes, or any
other Notes that have features that could cause the Notes to be subject to United States federal income tax rulesthat differ from those described above.
Information with Respect to Foreign Financial Assets
A U.S. 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 inaccounts maintained by financial institutions: (a) stocks and securities issued by non-United States persons,56

(b) financial instruments and contracts that have non-United States issuers or counterparties, and (c) interests inforeign entities. U.S. Holders are urged to consult their tax advisors regarding the application of this reporting
requirement to their 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 inexcess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the Notes are denominatedin a foreign currency, a U.S. 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 Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss
exceeds the thresholds set forth in the regulations. For individuals and trusts, this loss threshold is $50,000 in any
single taxable year. For other types of 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
Under the Articles, IBRD is not under any obligation to withhold or pay any tax imposed by any member on
the interest on the Notes. The Rulings confirm that neither IBRD nor an agent appointed by it as principal for the
purpose of paying interest on securities issued by IBRD is required to withhold tax on interest paid by IBRD.
Payments of interest and accrued original issue discount on the Notes will therefore be made to the Global Agentor the Fiscal Agent, as applicable, without deduction in respect of any such tax.
Brokers, trustees, custodians and other intermediaries within the United States are subject to the reporting
and backup withholding requirements with respect to certain payments on the Notes received by them for theaccount of certain non-corporate United States persons, and foreign persons receiving payments on the Notes
within the United States may be required by such intermediaries to establish their status in order to avoid
information reporting and backup withholding of tax by such intermediaries in respect of such payments. Foreign
persons receiving payments on the Notes outside the United States through foreign brokers, trustees, custodiansor other intermediaries (including Euroclear and Clearstream, Luxembourg participants) generally are notrequired 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 (a) a controlled foreign
corporation for U.S. federal income tax purposes, (a) a foreign person 50 percent or more of whose gross income
is effectively connected with a United States trade or business for a specified three-year period, or (c) 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 percent of the income or capital interest in thepartnership or if, at any time during its tax year, such foreign partnership is engaged in a United States trade orbusiness, 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 Internal Revenue Service.
United States Federal Estate Tax
In the case of United States federal estate tax, the Rulings determined that, unless an applicable death tax
convention with a foreign country provides otherwise, securities of IBRD are deemed to be situated without theUnited States for purposes of the United States federal estate tax and are not includible in the value of the grossestate for purposes of such tax in the case of the estate of a nonresident of the United States who is not a citizenof the United States.

57

CURRENCY CONVERSIONS
Payments for Notes
Investors will be required to pay for Notes in the applicable Specified Currency. Each Dealer may, undercertain terms and conditions, arrange for the conversion of the Investor’s Currency into the Specified Currency toenable investors whose financial activities are denominated principally in the Investor’s Currency to pay for theNotes in the Specified Currency. Each such conversion will be made by such Dealer (in this respect acting as
principal and not as an agent of IBRD) on such terms and subject to such conditions, limitations and charges assuch Dealer may from time to time establish in accordance with its regular foreign exchange practices, andsubject to any applicable laws and regulations. All costs of conversion will be borne by such investors of theNotes.
Payments on Notes
Payments in respect of such Notes will be made in the Specified Currency for principal, premium (if any)
and/or interest 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 ofNotes 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 ofany payment to be paid to a DTC Noteholder who did not make a timely election to receive payment in theSpecified Currency will be based on the Exchange Agent’s spot rate for the purchase of U.S. dollars with theaggregate amount of the Specified Currency payable to all DTC Noteholders receiving U.S. dollar payments, forsettlement on the applicable Payment Date, at a time and date immediately preceding such Payment Date, unlessotherwise specified in the applicable Final Terms. If such spot rate is not available, the Exchange Agent willobtain a bid quotation from a leading foreign exchange bank in 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 therelevant DTC Noteholder by deduction from such payments. If no spot rate or bid quotation is available, theExchange Agent will 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 Exchange
Agent has been notified of the Specified 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 withrespect 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 account denominated in the Specified Currency with respect to any payment to be made in theSpecified Currency. Such election shall be made by the Noteholder holding its interest in a DTC Global Note andany such election in respect of that payment shall be irrevocable. An indirect DTC participant must notify the
DTC Noteholder through which it is holding its interest in a DTC Global Note of such election and wire transfer
instructions by the DTC Record Date. DTC will notify the Global Agent of such election and wire transfer
instructions and of the amount of the Specified Currency, prior to 5:00 p.m. New York time on the fifth DTC
Business Day following the DTC Record Date. If complete instructions are received by the DTC participant andforwarded 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 of DTC. Otherwise, only U.S. dollar
payments will be made by the Exchange Agent. Payments in the Specified Currency (other than U.S. dollars)outside DTC will be made by wire transfer of same day funds in accordance with the relevant wire transfer
instructions for value the relevant payment date.
58

PLAN OF DISTRIBUTION
Dealers
The Facility provides for the appointment of dealers in respect of any particular issue of Notes (all suchdealers together, the “Dealers”). There are no sponsoring dealers with respect to the Facility. Notes may be
issued through Dealers acting as principal on a syndicated or non-syndicated basis, or on an agency basis. IBRD
may itself directly issue and sell notes to the extent permitted by applicable law.
Standard Provisions
Notes may be sold from time to time by IBRD to or through any one or more Dealers and by IBRD itself.
The arrangements under which the Notes may from time to time be agreed to be sold by IBRD to or throughDealers are set out in the Standard Provisions dated as of September 24, 2021 (as amended or supplemented fromtime to time, the “Standard Provisions”). The Standard Provisions will be incorporated by reference into theagreement 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 conditionsof the relevant Notes, the method of distribution of the Notes, the price at which such Notes will be purchased byany Dealer and the commissions or other agreed deductibles (if any) which are payable or allowable by IBRD in
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 apolitical or economic nature, or change in the money or capital markets in which the Notes are being offered, theeffect of which on such financial markets shall be such as in the judgment of the relevant Dealer(s) or IBRD
materially adversely affects the ability of the relevant Dealer(s) to sell or distribute the Notes, whether in the
primary market or in respect of dealings in the secondary market.
Sales Restrictions
No action has been or will be taken in any jurisdiction by any Dealer or IBRD that would permit a public
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 IBRD 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,
or delivers 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,
offering and sale of the Notes other than as contained in this Prospectus, the applicable Final Terms or such otherinformation relating to IBRD and/or the Notes which IBRD has authorized to be used.
Selling restrictions may be modified by the agreement of IBRD and the relevant Dealer(s). Selling
restrictions may also be added in respect of a particular issue of Notes. 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
Under the provisions of Section 15(a) of the Bretton Woods Agreements Act, as amended, Notes are
exempted securities within the meaning of Section 3(a)(2) of the U.S. Securities Act of 1933, as amended, andSection 3(a)(12) of the U.S. Securities Exchange Act of 1934, as amended.
Bearer Notes issued by IBRD will be issued in compliance with United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D) (the “TEFRA D Rules”) unless, under exceptional circumstances, (i) the applicable
Final Terms state that Notes are issued in compliance with United States Treasury Regulations
59Section 1.163-5(c)(2)(i)(C) (the “TEFRA C Rules”) or (ii) the Notes are issued other than in compliance with the
TEFRA D Rules or the TEFRA C Rules but in circumstances in which the Notes will not constitute “registration
required obligations” under the United States Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”), which
circumstances will be referred to in the applicable Final Terms as a transaction to which TEFRA is not applicable.
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the
United States 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) with a maturity of more than one year may not be offered or sold during the restricted period (asdefined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the United States or toUnited States persons (each as defined below) other than to an office located outside the United States of a
United States financial institution (as defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv)),
purchasing for its own account or for resale or for the account of certain customers, that provides a certificate
stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Code, and theUnited 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 Bearer Notes may not be delivered inconnection 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 the offering 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 describedabove), 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
and sales 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 awritten 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 by a United States person that is a foreign branch of a United States financial institution
purchasing for its own account or for resale, or is owned by a United States person who acquired the Bearer Notethrough the foreign branch of such a 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 IBRD 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 the requirements of Section 165(j)(3)(A), (B) or (C) of the Code and theUnited States Treasury Regulations thereunder, or (iii) is owned by a financial institution for purposes of resaleduring 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 that it 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 abeneficial 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) theinterest and principal with respect to the Bearer Note are denominated only in the currency of a single foreigncountry; (ii) the interest and principal with respect to the Bearer Note are payable only within that foreigncountry; (iii) the Bearer Note is offered and sold in accordance with practices and documentation customary inthat 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 foreign country; (vi) the U.S. Internal Revenue Service has designated theforeign 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) morethan 80 per cent., by value, of the Bearer Notes included in the offering of which the Bearer Note is a part are
60sold to non-distributors by distributors maintaining an office located in that foreign country. Bearer Notes thatare convertible into U.S. dollar denominated debt obligations or which are otherwise linked by their terms to the
U.S. dollar are not eligible for the certification exemption described in this paragraph. The only foreign countries
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 UnitedStates 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
the income of which is subject to United States federal income taxation regardless of its source, and “UnitedStates” 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.
Selling restrictions applicable to the United States may be modified or supplemented by the agreement of
IBRD and the relevant Dealer or Dealers following a change in the relevant law, regulation or directive. Anysuch modification or supplement will be set out in the applicable Final Terms issued in respect of a particularissue of Notes to which it relates or in a supplement to the Prospectus.
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 inrelation to the Notes in, from or otherwise involving the United Kingdom.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act ofJapan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”). Accordingly, each
Dealer has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or
indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as usedherein means any person resident in Japan, including any corporation of other entity organized under the laws ofJapan), or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise incompliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan.
Related Derivatives Transactions
In connection with the issuance of Notes, IBRD may enter into negotiated currency and/or interest rate swap
or other financial derivative transactions. IBRD’s counterparty in any such derivative transaction may be an
institution that is also acting as Dealer with respect to the Notes, or an affiliate of a Dealer. Payments to be madeand received by IBRD under any such derivative transaction may be calculated on the basis of the amounts
payable by IBRD under the Notes and the proceeds payable to IBRD in connection with the sale of the Notes,
either before or after deduction of the commissions described in the related Final Terms. However, IBRD’s rights
and obligations under any such derivative transaction will be wholly independent of its rights and obligations
under the Notes, and the holders of the Notes will have no interest in any such derivative transaction or any
payment to which IBRD may be entitled thereunder. In addition, the hedging activities undertaken by acounterparty to a related derivative transaction may have an effect on the value or return of the related Notes.
61

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

62

GENERAL INFORMATION
1.

The issuance of the Notes by IBRD and the execution of all documents associated with the Facility inorder to fund IBRD’s loans, guarantees and liquid assets portfolio has been authorized without limit by
Resolution No. 2008-0012, approved by the Executive Directors of IBRD on September 25, 2008.

2.

Application has been made for Notes issued under the Facility to be admitted to the Official List andadmitted to trading on the regulated market of the Luxembourg Stock Exchange.

3.

The Notes will not be issued under an indenture, and no trustee is provided for in the Notes.

4.

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 United States income tax laws, including the limitations provided in Sections 165(j) and1287(a) of the Internal Revenue Code”.

5.

This Prospectus and the Final Terms for Notes that are admitted to the Official List will be publishedon the website of the Luxembourg Stock Exchange at www.bourse.lu.

6.

So long as any of the Notes is outstanding, IBRD and the Global Agent will make available tobeneficial owners of Notes, in electronic form, copies of IBRD Information and copies of the Global
Agency Agreement, the Fiscal Agency Agreement and the Deed of Covenant for inspection upon
reasonable request and during normal business hours (subject to provision of proof of holding andidentity in a form satisfactory to IBRD or the Global Agent, as the case may be).

63

FORM OF FINAL TERMS
Final Terms dated [Š]International Bank for Reconstruction and Development
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under theGlobal Debt Issuance Facility
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the“Conditions”) set forth in the Prospectus dated September 24, 2021 [and the supplemental Prospectus dated [Š]].
This document constitutes the Final Terms of the Notes described herein and must be read in conjunction withsuch Prospectus [as so supplemented].
[MiFID II product governance / [Retail investors,] [P][p]rofessional investors and ECPs target market —See Term [40] below.][UK MiFIR product governance / [Retail investors,] [P][p]rofessional investors and ECPs target market —See Term [41] below.][Include whichever of the following apply and modify numbering as applicable.]
SUMMARY OF THE NOTES
1.

Issuer:International Bank for Reconstruction and Development (“IBRD”)

2.

(i)

Series number:

[Š]

(ii)

Tranche number:[Š](If fungible with an existing Series, insert details of that Series,
including the date on which the Notes become fungible)

3.

Specified Currency or Currencies(Condition 1(d)):

4.

Aggregate Nominal Amount

5.

6.

7.

[Š]

(i)

Series:[Š](ii)

Tranche:[Š][(i)] Issue Price:[Š] per cent. of the Aggregate Nominal Amount [plus [insert numberof days] days’ accrued interest (if applicable)][(ii) Net proceeds:][Š] (Required only for listed issues)[(i)] Specified Denominations(Condition 1(b)):[Š] [and integral multiples thereof] (For Registered Notes only)[(ii) Calculation Amount(Condition 5(j)):][Š] (Include only when Calculation Amount differs from minimumSpecified Denomination)[(i)] Issue Date:[Š](If these Final Terms specify “Temporary Global Notes
exchangeable for individual Definitive Bearer Notes on Exchange
Date”, Notes may only be issued in Specified Denominations)64[(ii)] Interest Commencement
Date (Condition 5(l)):[Š] (Include only when Interest Commencement Date differs from
Issue Date)

8.

Maturity Date (Condition 6(a)):[Specify date or (for Floating Rate Notes) Interest Payment Datefalling in the relevant month and year]

9.

Interest basis (Condition 5):[[Š] per cent. Fixed Rate][Floating Rate][Zero Coupon][Index Linked Interest][Other (specify)](further particulars specified below)

10.

Redemption/Payment basis(Condition 6):[Redemption at par][Index Linked Redemption][Dual Currency][Partly-paid][Instalment][Other (specify)]

11.

Change of interest or
redemption/payment basis:[Specify details of any provision for convertibility of Notes intoanother interest or redemption/payment basis]12.

Call/Put Options (Condition 6):[Call Option][Put Option][Not Applicable][(further particulars specified below)]

13.

Statusof the Notes (Condition 3):

Unsecured and unsubordinated14.

Listing:[[Š] (Specify)/None]

15.

Method of distribution:[Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.

Fixed Rate Note provisions(Condition 5(a)):[Applicable](i)Rate[(s)] of Interest:[Š] per cent. per annum [payable [annually/semi-annually/quarterly/
monthly] in arrear](ii)

Interest Payment Date(s):[Š] in each year [subject to adjustment in accordance with theBusiness Day Convention specified below] [, not subject toadjustment in accordance with a Business Day Convention](iii)

Interest Period Date[(s)]:[Š] [Each Interest Payment Date](iv)

Business Day Convention:[Š] [Not Applicable](v)

Day Count Fraction(Condition 5(l)):[30/360 / Actual/Actual ([ICMA/ISDA]) / other](vi)

Business Centre(s)(Condition 5(l)):(Include this Term 16(vi) only for Notes subject to adjustment)(vii) Other terms relating to themethod of calculatinginterest for Fixed Rate
Notes:(If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)[Not Applicable/give details]

65

17.

Floating Rate Note provisions(Condition 5(b)):[Applicable](i)Interest Period(s):

[Š]

(ii)

Specified Interest Payment
Dates:[Š](iii)

Interest Period Date(s):

[Š]

(iv)

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

Business Centre(s)(Condition 5(l):

[Š]

(vi)

Manner in which theRate(s) of Interest is/are to
be determined:[Screen Rate Determination / ISDA Determination / other (givedetails)](vii) Party responsible forcalculating the Rate(s) ofInterest and Interest
Amount(s):(If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)[Global Agent][Š](viii) Screen Rate/ReferenceBank Determination(Condition 5(b)(ii)(C)):(ix)- Relevant Time:[Š]- Interest DeterminationDate:[Š] [TARGET] Business Days [in [specify city for Specified
Currency]] prior to [the first day in each Interest Accrual Period/each
Interest Payment Date]- Primary Source for
Floating Rate:[Specify relevant screen page or “Reference Banks”]- Reference Banks (ifPrimary Source is“Reference Banks”):[Specify four]- Relevant Financial
Centre:[The financial centre most closely connected to the Benchmark —specify if not London]- Benchmark:[Š]- Representative
Amount:[Specify if screen or Reference Bank quotations are to be given in
respect of a transaction of a specified notional amount]- Effective Date:[Specify if quotations are not to be obtained with effect fromcommencement of Interest Accrual Period]- Specified Duration:[Specify period for quotation if not duration of Interest Accrual
Period]ISDA Determination(Condition 5(b)(ii)(B)):- ISDA Definitions:[2006][2021][Š]
66

18.

19.

- Floating Rate Option:[Š]- Designated Maturity:[Š]- Reset Date:[Š]- Representative
Amount:[Š](x)Margin(s):[+/-][Š] per cent. per annum(xi)

Minimum Rate of Interest:[[Š] per cent. per annum][Not Applicable](xii) Maximum Rate of Interest:[[Š] per cent. per annum][Not Applicable](xiii) Day Count Fraction(Condition 5(l)):[30/360 / Actual/Actual ([ICMA/ISDA]) / other](xiv) Fall back provisions,rounding provisions,denominator and any otherterms relating to themethod of calculatinginterest on Floating Rate
Notes, if different fromthose set out in theConditions:[Š]

Zero Coupon Note provisions(Condition 5(c)):[Applicable](i)Amortization Yield(Condition 6(c)(ii)):[Š] per cent. per annum(ii)

Day Count Fraction(Condition 5(l)):[30/360 / Actual/Actual ([ICMA/ISDA]) / other](iii)

Any other formula/basis ofdetermining amountpayable:[Š](If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)

Index Linked Interest Note/othervariable-linked interest Noteprovisions (Condition 5):[Applicable](i)Index/Formula/othervariable:[Give or annex details](ii)

Party responsible forcalculating Rate(s) ofInterest and/or Interest
Amount(s):

[Š]

(iii)

Provisions for determining
Coupon where calculated
by reference to Index and/or Formula and/or othervariable:[Š](If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)

67

20.

(iv)

Interest Determination
Date(s):[Š](v)

Provisions for determining
Coupon where calculation
by reference to Index and/or Formula and/or othervariable is impossible or
impracticable or otherwise
disrupted:

[Š]

(vi)

Interest Period(s):[Š](vii) Specified Interest Payment
Dates:[Š](viii) Business Day Convention:[Floating Rate Convention/Following Business Day Convention/
Modified Following Business Day Convention/Preceding Business
Day Convention/other (give details)](ix)

Business Centre(s)(Condition 5(l):

[Š]

(x)

Minimum Rate of Interest:[[Š] per cent. per annum][Not Applicable](xi)

Maximum Rate of Interest:[[Š] per cent. per annum][Not Applicable](xii) Day Count Fraction(Condition 5(l)):[30/360 / Actual/Actual ([ICMA/ISDA]) / other]

Dual Currency Note provisions(Condition 5(d)):[Applicable](i)Rate of Exchange/methodof calculating Rate of
Exchange:[Give details](ii)

Party, if any, responsible
for calculating the interest
due:

[Š]

(iii)

Provisions applicable
where calculation byreference to Rate of
Exchange impossible or
impracticable:

[Š]

(iv)

Person at whose option
Specified Currency(ies) is/are payable:[Š](If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)

PROVISIONS RELATING TO REDEMPTION
21.

Call Option (Condition 6(d)):[Applicable](If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)(i)

Optional Redemption
Date(s):

[Š]

68

(ii)

Optional Redemption
Amount(s) of each Noteand method, if any, of
calculation of suchamount(s):(iii)[If redeemable in part

(iv)
22.

[Š] per [Calculation Amount/[minimum] Specified Denomination](a)Minimum
Redemption
Amount:[Š] per [Calculation Amount/[minimum] Specified Denomination](b)

Maximum
Redemption
Amount:[Š] per [Calculation Amount/[minimum] Specified Denomination]][Notice period:

Put Option (Condition 6(e)):[Š]][Applicable](If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)

23.

(i)

Optional Redemption
Date(s):

[Š]

(ii)

Optional Redemption
Amount(s) of each Noteand method, if any, of
calculation of suchamount(s):[Š] per [Calculation Amount/[minimum] Specified Denomination](iii)[Notice period:[Š]]Final Redemption Amount ofeach Note (Condition 6):[Š] per [Calculation Amount/[minimum] Specified Denomination]

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

Party responsible forcalculating the Final
Redemption Amount:

[Š]

(iii)

Provisions for determining
Final Redemption Amountwhere calculated byreference to Index and/or
Formula and/or othervariable:

[Š]

(iv)

Provisions for determining
Final Redemption Amountwhere calculation byreference to Index and/or
Formula and/or othervariable is impossible or
impracticable or otherwise
disrupted:

[Š]

69

24.

25.

(v)

Payment Date:

[Š]

(vi)

Minimum Final
Redemption Amount:[Š] per [Calculation Amount/[minimum] Specified Denomination](vii) Maximum Final
Redemption Amount:[Š] per [Calculation Amount/[minimum] Specified Denomination]

Redemption by installments(Condition 6(b)):[Applicable]

Instalment Dates and Instalment
Amounts:[The Notes shall be partially redeemed on each Instalment Datespecified below. The Instalment Amount per [Calculation Amount/[minimum] Specified Denomination] for each Instalment Date is set
out opposite such date and payable on the applicable Instalment Date:](If not applicable, delete this entire paragraph and renumber theremaining paragraphs.)

Instalment Date

Instalment Amount

[Š]

[Š]

[Š]

[Š]

Early Redemption Amount(Condition 6(c)):[[Š] / As set out in the Conditions]

Early Redemption Amount(s)payable on event of default orother early redemption and/or the
method of calculating the same(if required or if different fromthat set out in the Conditions):[Š] per [Calculation Amount / [minimum] Specified Denomination][Include the following paragraph only for Instalment Notes:
In the event of any Notes becoming due and payable prior to the
Maturity Date in accordance with Condition 9, the Early Redemption
Amount for each Note shall be the sum of (i) the Amortized Face
Amount of such Note as defined in Condition 6(c) minus (ii) the sum of
all Instalment Amounts paid prior to the due date for redemption under
Condition 9; provided that: (i) the Amortization Yield shall be [Š] per
cent., and (ii) the word “scheduled Final Redemption Amount” inCondition 6(c)(ii)(B) is replaced with “Aggregate Nominal Amount”.]

GENERAL PROVISIONS APPLICABLE TO THE NOTES
26.

Form of Notes (Condition 1(a)):[Bearer Notes:][Temporary Global Note exchangeable for a Permanent Global Noteon the Exchange Date][Temporary Global Note exchangeable for individual Definitive
Bearer Notes on Exchange Date][Exchange Date in respect of Temporary Global Note: [Š]][Registered Notes:][Global Registered Certificate available on Issue Date][Individual Definitive Registered Certificates available on Issue Date][Fed Bookentry Notes:][Fed Bookentry Notes available on Issue Date]

27.

New Global Note / New
Safekeeping Structure:[Yes — [New Global Note / New Safekeeping Structure]]/[No]

70

28.

Financial Centre(s) or otherspecial provisions relating to
payment dates (Condition 7(h)):[Give details. Note that this paragraph relates to the date and placeof payment, and not Interest Period Dates, to which Terms 16(vi),
17(v) and 19(ix) relate][Include if applicable: In the event that thenext following business day falls into the next calendar month, thedate for payment shall be brought forward to the immediately
preceding business day.]

29.

Talons for future Coupons or
Receipts to be attached toDefinitive Notes (and dates on
which such Talons mature)(Condition 7(g)):[Yes/No. If yes, give details]

30.

Unmatured Coupons to become
void (Condition 7(f)):[Yes/No/give details]

31.

Details relating to Partly-paid
Notes: amount of each payment
comprising the Issue Price anddate on which each payment is to
be made and consequences (ifany) of failure to pay, including
any right of IBRD to forfeit theNotes and interest due on latepayment:[Not Applicable/give details]

32.

Consolidation provisions:[Not Applicable/The following provisions apply: [Š]]33.

Governing law (Condition 14):[English/New York/other]

34.

[Record Date:][Š](Record Date to be adjusted in the case of non-USD issuanceclearing through DTC. If not applicable, delete this paragraph andrenumber the remaining paragraphs.)

35.

Other final terms:[Not Applicable/give details]

DISTRIBUTION
36.

(i)

(ii)

If syndicated, names ofManagers andunderwriting
commitments:[Not Applicable/give names and underwriting commitments]

Stabilizing Manager(s) (ifany):[Not Applicable/give name(s)](Include names of entities agreeing to underwrite the issue on a firm
commitment basis and names of the entities agreeing to place theissue without a firm commitment or on a “best efforts” basis if such
entities are not the same as the Managers.)

37.

If non-syndicated, name of
Dealer:[Not Applicable/give name]38.

Total commission andconcession:[Š] per cent. of the Aggregate Nominal Amount

39.

Additional selling restrictions:[Not Applicable] [Give details for other selling restrictions]

71

40.

[MiFID II product governance /[Retail investors,][P][p]rofessional investors and
ECPs target market:][Directive 2014/65/EU (as amended, “MiFID II”) productgovernance / Professional investors and ECPs only target market— Solely for the purposes of [the/each] manufacturer’s productapproval process, the target market assessment in respect of theNotes has led to the conclusion that: (i) the target market for theNotes is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate.
[Consider any negative target market.] Any person subsequently
offering, selling or recommending the Notes (a “distributor”) shouldtake into consideration the manufacturer[’s/s’] target market
assessment; however, each distributor subject to MiFID II is
responsible for undertaking its own target market assessment inrespect 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 Term [40], “manufacturer” means [[the/each] Dealer][name of Dealer].
IBRD does not fall under the scope of application of MiFID II.
Consequently, IBRD does not qualify as an “investment firm”,“manufacturer” or “distributor” for the purposes of MiFID II.]
[Directive 2014/65/EU (as amended, “MiFID II”) productgovernance / Retail investors, professional investors and ECPs
target market — Solely for the purposes of [the/each]manufacturer’s product approval process, the target market
assessment in respect of the Notes has led to the conclusion that:(i) the target market for the Notes is eligible counterparties,
professional clients and retail clients, each as defined in MiFID II;
EITHER [and (ii) all channels for distribution of the Notes areappropriate[, including investment advice, portfolio management,
non-advised sales and pure execution services]] OR [(ii) all channels
for distribution to eligible counterparties and professional clients areappropriate; and (iii) the following channels for distribution of theNotes to retail clients are appropriate — investment advice[,/and]
portfolio management[,/and][non-advised sales][and pure execution
services][, subject to the distributor’s suitability and appropriatenessobligations under MiFID II, as applicable]]. [Consider any negative
target market.] Any person subsequently offering, selling or
recommending the Notes (a “distributor”) should take into
consideration the manufacturer[’s/s’] target market assessment;
however, each distributor subject to MiFID II is responsible forundertaking 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 Term [40], “manufacturer” means [[the/each] Dealer][name of Dealer].
IBRD does not fall under the scope of application of MiFID II.
Consequently, IBRD does not qualify as an “investment firm”,“manufacturer” or “distributor” for the purposes of MiFID II.]
72

41.

[UK MiFIR product governance/ [Retail investors,][P][p]rofessional investors and
ECPs target market:][Regulation (EU) No 600/2014 as it forms part of domestic law byvirtue of the European Union (Withdrawal) Act 2018 (“UKMiFIR”) product governance / Professional investors and ECPs
only target market — Solely for the purposes of [the/each]manufacturer’s product approval process, the target market
assessment in respect of the Notes has led to the conclusion that:(i) the target market for the Notes is only eligible counterparties (asdefined in the United Kingdom Financial Conduct Authority (the
“FCA”) Handbook Conduct of Business Sourcebook (“COBS”)) andprofessional clients (as defined in UK MiFIR); and (ii) all channels
for distribution of the Notes to eligible counterparties andprofessional clients are appropriate. [Consider any negative target
market.] Any person subsequently offering, selling or recommending
the Notes (a “distributor”) should take into consideration the
manufacturer[’s/s’] target market assessment; however, each
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 manufacturer[’s/s’] target market assessment) anddetermining appropriate distribution channels.
For the purposes of this Term [41], “manufacturer” means [[the/each] Dealer][name of Dealer].
IBRD does not fall under the scope of application of UK MiFIR.
Consequently, IBRD does not qualify as an “investment firm”,“manufacturer” or “distributor” for the purposes of UK MiFIR.][Regulation (EU) No 600/2014 as it forms part of domestic law byvirtue of the European Union (Withdrawal) Act 2018 (“UKMiFIR”) product governance / Retail investors, professional
investors and ECPs target market — Solely for the purposes of[the/each] manufacturer’s product approval process, the target
market assessment in respect of the Notes has led to the conclusion
that: (i) the target market for the Notes is eligible counterparties (asdefined in the United Kingdom Financial Conduct Authority (the
“FCA”) Handbook Conduct of Business Sourcebook (“COBS”)),
professional clients (as defined in UK MiFIR) and retail clients (asdefined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union(Withdrawal) Act 2018); EITHER [and (ii) all channels for
distribution of the Notes are appropriate[, including investment
advice, portfolio management, non-advised sales and pure execution
services]] OR [(ii) all channels for distribution to eligible
counterparties and professional clients are appropriate; and (iii) the
following channels for distribution of the Notes to retail clients areappropriate — investment advice[,/and] portfolio management[,/
and][non-advised sales][and pure execution services][, subject to the
distributor’s suitability and appropriateness obligations under COBS,
as applicable]]. [Consider any negative target market.] Any person
subsequently offering, selling or recommending the Notes (a“distributor”) should take into consideration the manufacturer[’s/s’]target market assessment; however, each distributor subject to the73FCA Handbook Product Intervention and Product GovernanceSourcebook (the “UK MiFIR Product Governance Rules”) is
responsible for undertaking its own target market assessment inrespect 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 Term [41], “manufacturer” means [[the/each] Dealer][name of Dealer].
IBRD does not fall under the scope of application of UK MiFIR.
Consequently, IBRD does not qualify as an “investment firm”,“manufacturer” or “distributor” for the purposes of UK MiFIR.]OPERATIONAL INFORMATION
42.

Legal Entity Identifier of theIssuer:ZTMSNXROF84AHWJNKQ93

43.

ISIN Code:

[Š]

44.

Common Code:

[Š]

45.

CUSIP:

[Š]

46.

CINS:

[Š]

47.

Any clearing system(s) otherthan 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) [and address(es)]][Bookentry system of the Federal Reserve Banks]

48.

Delivery:

Delivery [versus/free of] payment

49.

Registrar and Transfer Agent (if
any):

[Š]

50.

Additional Paying Agent(s) (if
any):

[Š]

51.

Intended to be held in a manner
which would allow Eurosystemeligibility:[Yes. Note that the designation “yes” means that the Notes are intended
upon issue to be deposited with one of the ICSDs as common safekeeper[or registered in the name of a nominee of one of the ICSDs acting ascommon safekeeper,] and does not necessarily mean that the Notes will
be recognized 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 uponsatisfaction of the Eurosystem eligibility criteria.][No. Whilst the designation is specified as “no” at the date of these
Final Terms, should the Eurosystem eligibility criteria be amended in
the future such that the Notes are capable of meeting them the Notes
may then be deposited with one of the ICSDs as common safekeeper[(and registered in the name of a nominee of one of the ICSDs acting
as common Safekeeper]. Note that this does not necessarily meanthat the Notes will then be recognized as eligible collateral forEurosystem monetary policy and intra-day credit operations by the74Eurosystem at any time during their life. Such recognition will
depend upon the ECB being satisfied that Eurosystem eligibility
criteria have been met.][Not Applicable][GENERAL INFORMATIONIBRD’s most recent Information Statement was issued on [Š].][SUPPLEMENTAL PROSPECTUS INFORMATIONThe Prospectus is hereby supplemented with the following information, which shall be deemed to beincorporated in, and to form part of, the Prospectus.
[Set out here any additional disclosure regarding, for example, additional risk factors or information on
taxation or exchange rate movements, which is considered necessary for the particular issue.]][LISTING APPLICATION
These Final Terms comprise the final terms required for the admission to the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s regulated market of the Notes
described herein issued pursuant to the Global Debt Issuance Facility of International Bank for Reconstruction
and Development.]
RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:

By:
Name:
Title:
Duly authorized75

INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
1818 H Street, N.W.
Washington, D.C. 20433
U.S.A.

FISCAL AGENT
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
U.S.A.

GLOBAL AGENT, PAYING AGENT,EXCHANGE AGENT, REGISTRAR AND TRANSFER AGENT
Citibank, N.A., London Branch
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom

LUXEMBOURG LISTING AGENT
BNP Paribas Securities Services, Luxembourg Branch
60 Avenue J.F. Kennedy
Luxembourg, L-2085
Luxembourg

LEGAL ADVISORS TO THE DEALERS
As to United States law

As to English law

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

Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom