749

2

AUD 75,000,000

As from the Issue Date, the Notes will be consolidated and form a single series with the Series 749 Tranche 1 Notes.

AUD 62,725,704.92, which amount represents the sum of (a) 83.204551 percent of the Aggregate Principal Amount plus (b) the amount of AUD 322,291.67, representing 119 days' accrued interest, inclusive.

March 28, 2023

Registered only, as further provided in paragraph 8(c) of "Other Relevant Terms" below.

AUD 1,000,000 and integral multiples thereof

Australian Dollars (AUD) being the lawful currency of the Commonwealth of Australia.

AUD

AUD

May 29, 2030

The Maturity Date is subject to adjustment in accordance with the Modified Following Business Day Convention with no adjustment to the amount of interest otherwise calculated.

Fixed Interest Rate (Condition 5(I))

November 29, 2022

Condition 5(I), as amended and supplemented below, shall apply to the Notes.  The bases of the Calculation of the Interest Amount, Interest Payment Dates and default interest are as set out below.

1.30 percent per annum

Modified Following Business Day Convention

Semi-annually on each May 29 and November 29, commencing on May 29, 2023 and ending on, and including, the Maturity Date. 

Each Interest Payment Date is subject to adjustment in accordance with the Modified Following Business Day Convention with no adjustment to the amount of interest otherwise calculated.

30/360

New York, London and Sydney

New York, London and Sydney

No

No

New York

(a)        United States:

Under the provisions of Section 11(a) of the Inter-American Development Bank Act, the Notes are exempted securities within the meaning of Section 3(a)(2) of the U.S. Securities Act of 1933, as amended, and Section 3(a)(12) of the U.S. Securities Exchange Act of 1934, as amended. The Issuer and the Dealer have agreed that the Series 749  Notes will not be offered, sold or distributed by the Dealer, directly or indirectly, in the United States of America, its territories or possessions, or to, or for the account or benefit of, persons subject to U.S. tax laws in respect of the interest income on the Notes.

(b)        United Kingdom:

The Dealer represents and agrees that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Bank, and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the UK.

(c)        Commonwealth of Australia:

The Dealer is neither a bank nor an authorized deposit-taking institution which is authorized under the Banking Act 1959 of Australia. The Dealer is engaged in connection with the issuance of the Notes solely for the purposes of transactions outside Australia and with persons who are not resident or located in Australia. The Dealer represents and agrees that it:

·    has not (directly or indirectly) offered or invited applications, and will not offer or invite applications, for the issue, sale or purchase of the Notes in Australia (including an offer or invitation which is received by a person in Australia); and

·    has not distributed or published, and will not distribute or publish, the Prospectus or any other offering material or advertisement (including any Pricing Supplement) relating to the Notes in Australia.

The Dealer has not provided, and will not provide, any financial services (as defined in the Corporations Act 2001 of Australia ("Corporations Act")) in, or into, Australia in connection with the issuance of the Notes and it has not engaged, and will not engage, in any conduct intended to induce persons who are resident or located in Australia to use the financial services the Dealer provides.

The Dealer acknowledges in relation to the Global Debt Program and the issue of the Notes that the Prospectus has not been, and will not be, and no other prospectus or other disclosure document (as defined in the Corporations Act) in relation to the Global Debt Program or any Notes has been or will be, lodged with the Australian Securities and Investments Commission or any other Australian governmental agency.

(d) Singapore:

In the case of the Notes being offered into Singapore in a primary or subsequent distribution, and solely for the purposes of its obligations pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Condition 7(a)(i) is hereby amended by deleting the first sentence thereof and replacing it with the following: "Payments of principal and interest in respect of Registered Notes shall be made to the person shown on the Register at the close of business on the business day before the due date for payment thereof (the "Record Date")."

The following shall apply to Notes any payments in respect of which are payable in a Specified Currency other than United States Dollars:

Condition 7(h) is hereby amended by deleting the words "the noon buying rate in U.S. dollars in the City of New York for cable transfers for such Specified Currency as published by the Federal Reserve Bank of New York on the second Business Day prior to such payment or, if such rate is not available on such second Business Day, on the basis of the rate most recently available prior to such second Business Day" and replacing them with the words "a U.S. dollar/Specified Currency exchange rate determined by the Calculation Agent as of the second Business Day prior to such payment, or, if the Calculation Agent determines that no such exchange rate is available as of 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 shall act in good faith and in a commercially reasonable manner having taken into account all available information that it shall deem relevant".

If applicable and so appointed, and unless otherwise defined herein, the "Calculation Agent" referred to in amended Condition 7(h) shall be the Global Agent under the Bank's Global Debt Program - namely, Citibank, N.A., London Branch, or its duly authorized successor.