European Bank for Reconstruction and Development

Transcription

1 European Bank for Reconstruction and Development (ref: MTN 18/050) TO: ATTN: Citibank N.A. Agency & Trust mtn.issuancefa),citi.com CC: ATTN: ING Bank N.V. Lennert Poelmans Richard Proudlove Holly Quirke Tolga Tokat Flore Guaguere Lennert.Poelmans,ing.be Hollv.Ouirkefoiing.nl CC: ATTN: Linklaters LLP Neil Pallender CC: EBRD Treasury Operations FROM: Sun-Hee Park REPLY TO ParkS fs.ebrd.com DATE: 10 April 2018 No. OF PAGES: 18 (including cover page) RE: European Bank for Reconstruction and Development USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023 (the Notes ) issued pursuant to a Global Medium Term Note Programme Please find attached the Issuer s Confirmation Letter, Pricing Supplement, Purchaser s Confirmation Letter, Dealer Accession Letter and Dealer Accession Confirmation Letter for the above issue of Notes. Please DO NOT submit any of the attached documents to the UKLA for listing. Best regards, Sun-Hee Park Associate Director, Senior Counsel Arts. One Exchange Square, London EC2A 2JN Telephone: or Fax: or

2 European Bank for Reconstruction and Development (ref:mtn 18/050) Date: 10April2018 To: Citibank, N.A. Cc ING Bank N.V. European Bank for Reconstruction and Development USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023(the Notes )issued pursuant to a Global Medium Term Note Programme Terms defined in the Agency Agreement dateds July 2012, as may be amended or supplemented from time to time,have the same meanings herein. We hereby confirm our telephone instruction to you as Agent to undertake the duties set out in Part 1 of Annex A of the Procedures Memorandum(save that any reference therein to the Depositary Trust Company shall be deemed to be references to Euroclear and Clearstream Luxembourg), including preparing the relevant Notes and arranging for the Notes to be credited to the account of ING Bank N.V. with Euroclear Bank SA/NV, Account Number against payment of USD 6,500,000 being the net proceeds of the issue, to our account with Citibank, New York, (CITIUS33), Account Number , in favour of European Bank for Reconstruction and Development, London (EBRDGB2L). A copy of the Pricing Supplement is attached. EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Duly Authorised Officer One Exchange Square, London EC2A 2JN, United Kingdom Tel: or Fax: or

3 MiFID II product governance / Professional investors and ECPs only target market: Solely for the purposes of the manufacturer s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID IP'); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor ) should take into consideration the manufacturer s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer s target market assessment) and determining appropriate distribution channels. For the purposes of this provision, the expression manufacturer" means the Dealer. European Bank for Reconstruction and Development (the Issuer") does not fall under the scope of application of MiFID II. Consequently, the Issuer does not qualify as an investment firm", manufacturer" or distributor for the purposes of MiFID II. Pricing Supplement 10 April 2018 European Bank for Reconstruction and Development USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023 (the Notes ) issued pursuant to a Global Medium Term Note Programme PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 3 July 2012 (the Offering Circular"). This Pricing Supplement must be read in conjunction with such Offering Circular. Full information on the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular. The Offering Circular is available for viewing and copies may be obtained from the Issuer at One Exchange Square, London, EC2A2JN, United Kingdom. SUMMARY OF THE NOTES 1 Specified Currency: 2 Nominal Amount: 3 Type of Note: 4 Issue Date: 5 Issue Price: 6 Maturity Date: 7 Fungible with existing Notes: United States Dollar ( USD ) USD 6,500,000 Fixed Rate 12 April percent, of the Nominal Amount 10 December 2023 No

4 FORM OF THE NOTES 8 Form of Note: Registered 9 New Global Note: No 10 Specified Denomination: USD 500,000 with USD 100,000 increments thereafter. The principal amount outstanding in respect of the value of the Specified Denomination will decrease in accordance with Value in USD for each Specified Denomination (as set out in the Annex hereto). 11 Exchange of Bearer Notes: Not Applicable 12 (a) Talons for future Coupons to be attached to definitive Bearer Notes: (b) Date(s) on which the Talons mature: 13 (a) Depositary for and registered holder of Registered Global Note: (b) Exchange of Registered Global Note: Not Applicable Not Applicable Registered Global Note to be deposited with a common depositary for Euroclear and Clearstream, Luxembourg and registered in the name of Citivic Nominees Limited as nominee for the common depositary. Registered Global Note will only be exchangeable for definitive Registered Notes upon 45 days written notice in the limited circumstances as described on page 42 of the Offering Circular. PROVISIONS RELATING TO INITIAL PAYMENT 14 Partly Paid Notes: Not Applicable PROVISIONS RELATING TO INTEREST 15 Interest Commencement Date: Issue Date 16 Fixed Rate Notes: Applicable (a) Fixed Rate of Interest: 9.80 per cent, per annum, payable semiannually in arrear. The amount of interest payable per Specified Denomination on each Fixed Interest Date (the Interest Amount ) shall be calculated on the corresponding Reference MNT Amount, as further detailed in the Annex hereto. (b) Fixed Interest Date: 10 June and 10 December, in each year, from and including 10 December 2018 to and including 10 December 2023, subject to the provisions set out in the Annex hereto. 2

5 (c) (d) Initial Broken Amount per Specified Denomination: Final Broken Amount per Specified Denomination: The amount due and payable on the first Fixed Interest Date shall be calculated on the Reference MNT Amount as described in the Annex hereto. (e) Fixed Day Count Fraction: Not Applicable (f) Business Day Convention: Actual/360 (adjusted) (9) Business Day definition if different from that in Condition (h) 4(a)(iii): Calculation of interest to be adjusted in accordance with Business Day Convention specified above: Following Business Day Convention Condition 4(a)(iii) applies and, for the avoidance of doubt, New York shall be the principal financial centre. London and Ulaanbaatar shall be additional business centres. Yes 17 Zero Coupon Notes: Not Applicable 18 Floating Rate Notes and Indexed Not Applicable Notes: PROVISIONS REGARDING PAYMENTS/DELIVERIES 19 Definition of Payment Day for the purpose of Condition 6(e) if different to that set out in Condition 6: Condition 6(e) applies. 20 Dual Currency Notes: Not Applicable 21 Physically Settled Notes: Not Applicable PROVISIONS REGARDING REDEMPTION/MATURITY 22 (a) Redemption at Issuer s option: Not Applicable (b) Redemption at Noteholder s option: Not Applicable 23 (a) Final Redemption Amount per Specified Denomination (other than an Indexed or Formula Note where the index or formula applies to the redemption amount): See the provisions set out in the Annex hereto. (b) Final Redemption Amount Not Applicable for each Indexed Note where the Index or Formula applies to 3

6 the Final Redemption Amount: 24 Instalment Note: Not Applicable 25 Early Redemption Amount for each Condition 9 applies, subject to the provisions set Note payable on an event of default: out in the Annex hereto DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS 26 Method of distribution: 27 If Syndicated, names and addresses of Managers or, if Non-Syndicated name and address of the Dealer: Non-syndicated ING Bank N.V Moorgate London, EC2R 6DA United Kingdom 28 Date of Syndication Agreement: 29 Stabilising Manager(s): 30 Additional selling restrictions: 31 Details of additional/alternative clearing system approved by the Issuer and the Agent: 32 Intended to be held in a manner which would allow Eurosystem eligibility: 33 Common Code: ISIN: CUSIP Number: 34 Listing: 35 In the case of Notes denominated in the currency of a country that subsequently adopts the euro in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, whether the Notes will include a redenomination clause providing for the redenomination of the Specified Currency in euro (a Redenomination Clause ), and, if so specified, the wording of the Redenomination Clause in full and any Not Applicable None The Dealer has represented, warranted and agreed that it will not, directly or indirectly, offer or sell the Notes in Mongolia except as permitted by the laws of Mongolia. Euroclearand Clearstream, Luxembourg only No XS Not Applicable Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Listing Authority and trading on the Regulated Market of the London Stock Exchange pic. Not Applicable 4

7 wording in respect of redenominalisation and/or consolidation (provided they are fungible) with other Notes denominated in euro. 36 Additional Information: (i) (ii) Investment Considerations: The provisions set out in the Annex hereto shall apply to the Terms and Conditions in accordance herewith. Mongolian Togrog Exchange Risk The Final Redemption Amount, Early Redemption Amount (if applicable) and the Interest Amounts on the Notes are linked to Mongolian Togrog, the lawful currency of Mongolia ("MNT ). Currency exchange rates may be volatile and will affect the return to the holder of the Notes. The Government of Mongolia can from time to time intervene in the foreign exchange market. These interventions or other governmental actions could adversely affect the value of the Notes in USD, as well as the actual yield (in USD terms) on the Notes and the amounts payable on the Notes. Even in the absence of governmental action directly affecting currency exchange rates, political or economic developments in Mongolia or elsewhere could lead to significant and sudden changes in the exchange rate between MNT and USD. Notes are Not Liquid Instruments There may exist at times only limited markets for the Notes resulting in low or non-existent volumes of trading in the Notes, and therefore a lack of liquidity and price volatility of the Notes. 37 Total Commissions: 0.84 per cent, of the Nominal Amount This Pricing Supplement comprises the pricing supplement required for issue and admission to trading on the London Stock Exchange pic s Regulated Market of the Notes described herein pursuant to the Euro 35,000,000,000 Global Medium Term Note Programme of European Bank for Reconstruction and Development as from 12 April 2018, or as soon as practicable thereafter. RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Pricing Supplement other than the information contained under the heading MiFID II product governance / Professional investors and ECPs only target market. 5

8 For and on behalf of EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT Duly Authorised Officer CITIBANK, N.A. (as Agent) 6

9 PART B - OTHER INFORMATION 1 LISTING Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Listing Authority and trading on the London Stock Exchange pic s Regulated Market with effect from 12 April 2018 or as soon as practicable thereafter. No assurance can be given that such listing and admission to trading will be obtained on such date, or, if obtained, that it will be maintained. 2 RATINGS The Issuer and/or its debt obligations have been assigned an AAA credit rating from Standard & Poor's Credit Market Services Europe Limited ( S&P ), an Aaa credit rating from Moody s Investors Service Limited ( Moody s ) and an AAA credit rating from Fitch Ratings France S.A. ( Fitch ). As defined by S&P, an AAA rating means that the ability of the Issuer to meet its financial commitment on its obligations is extremely strong. As defined by Moody s, an Aaa rating means that the Issuer's ability to meet its financial obligations is judged to be of the highest quality, with minimal credit risk. As defined by Fitch, an AAA rating denotes the lowest expectation of credit risk and means that the Issuer has an exceptionally strong capacity for timely payment of its financial commitments. 3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in the section headed Subscription and Sale in the Offering Circular, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: The net proceeds of the issue of the Notes (which is expected to be USD 6,500,000) will be included in the ordinary capital resources of the Issuer and used in its ordinary operations. (ii) Estimated net proceeds: USD 6,500,000 (iii) Estimated total expenses: 10,000 5 YIELD Indication of yield: 9.80 per cent, per annum Calculated as 100 per cent. (i.e. Issue Price) of Fixed Rate of Interest (i.e per cent.) on the Issue Date. As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 6 HISTORIC INTEREST RATES Not applicable 7

10 7 PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING Not Applicable 8 PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT In the circumstances described in the Annex hereto, the amount of principal and/or interest received by holders of the Notes is affected by the USD/MNT foreign exchange rate. Information in respect of the USD/MNT foreign exchange rate can also be found on the Central Bank of Mongolia website ( 8

11 Annex Additional Terms Relating to the Calculation of Interest Amount, Early Redemption Amount and Final Redemption Amount The Final Redemption Amount per Specified Denomination will be payable in USD on the Maturity Date and will be determined by the Calculation Agent on the relevant Rate Fixing Date, as follows, rounded up to the nearest cent: MNT [119,557,000][TBD tomorrow] divided by the Exchange Reference Rate The Early Redemption Amount per Specified Denomination will be payable in USD on the Early Redemption Date and will be determined by the Calculation Agent on the relevant Rate Fixing Date, as follows, rounded up to the nearest cent: Reference MNT Amount divided by the Exchange Reference Rate On each Fixed Interest Date, Noteholders will receive in respect of the relevant Fixed Interest Period, the following amounts in USD per Specified Denomination: (i) the Interest Amount, plus (ii) the USD equivalent of the Reference MNT Redemption Amount as determined by the Calculation Agent on the relevant Rate Fixing Date (subject to the Disruption Event Provisions below) rounded up to the nearest cent. Such amount shall be calculated as follows: (i) (ii) (Fixed Rate of Interest x Reference MNT Amount x Fixed Day Count Fraction) divided by the Exchange Reference Rate; plus Reference MNT Redemption Amount divided by the Exchange Reference Rate (the "Amortising Amount ). As soon as possible on or after the corresponding Rate Fixing Date (but in no event later than the Business Day immediately following the Rate Fixing Date), the Calculation Agent shall notify the Agent and the Issuer of the relevant Exchange Reference Rate. The Calculation Agent shall notify the Issuer, the Agent and the Noteholders of its determination of the Final Redemption Amount, the Early Redemption Amount, the Interest Amount and the Amortising Amount payable per Specified Denomination on the Maturity Date, Early Redemption Date or relevant Fixed Interest Date (as applicable), as soon as practicable after such determination (but in no event later than one Business Day prior to the Maturity Date, Early Redemption Date and/or relevant Fixed Interest Date, as applicable). Disruption Event Provisions If the Exchange Reference Rate is not available for any reason on any Rate Fixing Date, then the Calculation Agent shall determine that a price source disruption event (a Price Source Disruption Event ) has occurred, and shall promptly inform the Issuer, the Agent and the Noteholders of such occurrence. The Calculation Agent shall then determine the Exchange Reference Rate on the next Business Day on the following basis: the Exchange Reference Rate shall be the arithmetic mean of such firm quotes (expressed as the number of MNT per one USD) from four Reference Dealers as the Calculation Agent is able to obtain for the sale of MNT and the purchase of USD at or about 4.00 p.m. (Ulaanbaatar time) on the Business Day following the Rate Fixing Date, for settlement on the next Business Day, provided however, that if none, or only one, of the Reference Dealers provides such a firm quote, the relevant Exchange Reference Rate shall be determined by the Calculation Agent in its sole discretion, acting in good faith and in a commercially reasonable manner. 9

12 For the purposes of this Annex: Business Day means, in relation to any place, any day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in that place, or if no such place is specified, any day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York, London and Ulaanbaatar; Calculation Agent means ING Bank N.V. in accordance with the provisions of the Calculation Agency Agreement entered into between the Issuer and the Calculation Agent dated 1 April 1998 (as amended and/or supplemented from time to time). All references to the Calculation Agent shall include any successor or successors to ING Bank N.V. as Calculation Agent in respect of the Notes; Early Redemption Date means the date (if any) on which the Notes become due and payable pursuant to Condition 9; Exchange Reference Rate means, in respect of a Rate Fixing Date, the USD/MNT rate of exchange, expressed as the amount of MNT per one USD as determined by the Central Bank of Mongolia and published on its website: at approximately 1.00 p.m. (Ulaanbaatar time) on such Rate Fixing Date. This information is also available on the Bloomberg page MGFXUSD Index. In case of any discrepancy between the USD/MNT rate of exchange as published on the Bloomberg page and as published on the Central Bank of Mongolia website, the USD/MNT rate of exchange as published on the Central Bank of Mongolia website will prevail; MNT means Mongolian Togrog, the lawful currency of Mongolia; Rate Fixing Date means the date which is two Business Days prior to the applicable Fixed Interest Date, any Early Redemption Date or the Maturity Date; and Reference Dealers" means leading dealers, banks or banking corporations which regularly deal in the USD/MNT foreign exchange market, as selected by the Calculation Agent in its sole discretion, acting in good faith and in a commercially reasonable manner. The Reference MNT Amount and Reference MNT Redemption Amount are determined per Specified Denomination of USD 500,000 by reference to the following table: Fixed Interest Period (from and including) 12-Apr Dec Jun Dec Jun Dec-20 Fixed Interest Period (to but excludi ng) 10-Dec Jun Dec Jun Dec Jun- 21 Fixed Interest Date Value in USD for each Specified Denomination Reference MNT Amount [TBD tomorrow] 10-Dec ,000 1,195,725, Jun ,000 1,195,725, Dec ,000 1,076,152, Jun , ,580, Dec , ,007, Jun , ,435,000 Reference MNT Redemption Amount [TBD tomorrow] 0 10

13 10-Jun Dec Jun Dec Jun Dec Jun Dec Jun Dec Dec , ,862, Jun , ,290, Dec , ,717, Jun , ,145, Dec-23 50,000 For the avoidance of doubt, the Reference MNT Amounts and Reference MNT Redemption Amounts are calculated by using the initial Exchange Reference Rate as at 10 April 2018 set at MNT 2, per USD For the avoidance of doubt, for each incremental Specified Denomination of USD 100,000, the reference MNT Amount, and the Reference MNT Redemption Amount shown in the table will be divided by 5. In addition, the figures specified in the table above are, for the avoidance of doubt, intended to reflect the position immediately prior to the relevant payments having been made in respect of the corresponding Fixed Interest Date and, in respect of the final row, the Maturity Date. 11

14 10 April 2018 To: Attention: European Bank for Reconstruction and Development Aziz Jurayev Dear Sirs, European Bank for Reconstruction and Development USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023 (the Notes ) issued pursuant to a Global Medium Term Note Programme We hereby confirm the following agreement for the issue to us of the Notes under the above Programme pursuant to the terms of issue set out in the completed Pricing Supplement. We confirm that: (i) We agree to pay: (a) (b) (c) (d) (e) the fees and expenses of our legal advisers; the upfront fees and expenses of the Agent and any paying agents; all expenses in connection with the issue, authentication, packaging and initial delivery of the Notes and the preparation of the Temporary Global Note and the Permanent Global Note, the preparation and printing of the Notes (except Definitive Notes), the relevant Pricing Supplement and any amendments or supplements thereto, if any; the cost of listing the Notes; and the cost of any publicity agreed by the Issuer in connection with the issue of the Notes. (ii) In addition we confirm that the provisions of Clause of the Programme Agreement dated 3 July 2012 will not apply in relation to this issue of Notes, We confirm that the Notes are not expected to be offered or sold in the United States. The management and underwriting fee in respect of the Notes will be 0.84 per cent, of the principal amount of the Notes and will be deductible from the proceeds of the issue. The net proceeds of the issue are USD 6,500,000 which, subject to the provisions of the Programme Agreement, will be paid to you or to your order on the Issue Date specified in the Pricing Supplement. Upon issue the Notes should be credited to our account with Euroclear Bank SA/NV, account number ING Bank N.V., statutair qevestiqd te Amsterdam, Handelsreqister nr Amsterdam 1

15 Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the Product Governance Rules ) regarding the mutual responsibilities of manufacturers under the Product Governance Rules we acknowledge that we understand the responsibilities conferred upon us under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Pricing Supplement in connection with the Notes. Please confirm your agreement to the terms of the issue by signing and sending back to us a copy of the Pricing Supplement. For: ING Bank/N.V. By: ING Wholesale Banking/ Financial Markets Head of FM NL ING Bank N.V., statutair qevestiqd te Amsterdam, Handelsreqister nr Amsterdam 2

16 To: ING European Bank for Reconstruction and Development One Exchange Square London EC2A 2JN (the Issuer ) 10 April 2018 Dear Sirs European Bank for Reconstruction and Development USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023 issued pursuant to a Global Medium Term Note Programme We refer to the amended and restated Programme Agreement dated 3 July 2012 entered into in respect of the above Global Medium Term Note Programme (the Programme ), and made between the Issuer and the Dealers party thereto (which agreement, as amended from time to time, is herein referred to as the Programme Agreement ). Conditions Precedent We confirm that we are in receipt of the documents referenced below: (i) (ii) a copy of the Programme Agreement; and a copy of the current versions of such of the documents referred to in Appendix A of the Programme Agreement as we have requested. and have found them to be satisfactory. In the case of any documents referred to in Appendix A of the Programme Agreement which we have not requested, we hereby waive their production to us. For the purposes of the Programme Agreement our details for service of notices are as follows: ING Bank N.Y. Foppingadreef BD Amsterdam The Netherlands Attention: DCM Origination Tel: Fax: In consideration of the Issuer appointing us as a Dealer in respect of the issue of USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023 (the Issue ) under the Programme Agreement, we hereby undertake, for the benefit of the Issuer and each of the other Dealers, that in relation to the Issue we will perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the Programme Agreement. ING Bank N.V., statutairqevestigdte Amsterdam, Handelsregister nr Amsterdam

17 This letter, and any non-contractual obligations arising out of or in connection with it, are governed by, and shall be construed in accordance with, English law. Yours faithfully, cc: Citibank, N.A. (Agent) Marc-David van der Molen ING Wholesale Banking/ Financial Markets Head offm Ml ING Bank N.V., statutair qevestiqdte Amsterdam, Handelsreqister nr Amsterdam

18 European Bank for Reconstruction and Development (ref: MTN 18/050) To: ING Bank N.V Moorgate London EC2R 6DA United Kingdom 10 April 2018 Dear Sirs European Bank for Reconstruction and Development USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023 issued pursuant to a Global Medium Term Note Programme We refer to the amended and restated Programme Agreement dated 3 July 2012 (such agreement, as amended from time to time, the Programme Agreement ) entered into in respect of the above Global Medium Term Note Programme and hereby acknowledge receipt of your Dealer Accession Letter to us dated 10 April In accordance with Clause 10.2 of the Programme Agreement we hereby confirm that, with effect from the date hereof in respect of the issue of USD 6,500,000 (MNT linked) Amortising 9.80 per cent. Notes due 10 December 2023 (the Issue ), you shall become a party to the Programme Agreement, vested with all the authority, rights, powers, duties and obligations of a Dealer in relation to the Issue as if originally named as Dealer under the Programme Agreement provided that following the issue of the Temporary Global Note representing the Issue you shall have no further such authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to or in connection with the issue of the Temporary Global Note. Yours faithfully, European Bank for Reconstruction and Development Duly Authorised Officer cc: Citibank, N.A. (Agent) One Exchange Square, London EC2A 2JN, United Kingdom Tel: or Fax: or