865

2

GBP 250,000,000

As from the Issue Date, the Notes will be consolidated and form a single series with the Series 865 Tranche 1 Notes.

GBP 253,872,500, which amount represents the sum of (a) 99.068 percent of the Aggregate Principal Amount plus (b) the amount of GBP 6,202,500 representing 227 days' accrued interest.

July 31, 2024

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

No

GBP 1,000 and integral multiples thereof

Pound sterling ("GBP") being the lawful currency of the United Kingdom of Great Britain and Northern Ireland

GBP

GBP

December 17, 2029

Fixed Interest Rate (Condition 5(I))

December 17, 2023

4.000 percent per annum

Annually in arrear on December 17 in each year, commencing on December 17, 2024, up to and including the Maturity Date.

Each Interest Payment Date is subject to the Business Day Convention, but with no adjustment to the amount of interest otherwise calculated

Following Business Day Convention

Actual/Actual (ICMA)

London and New York

London and New York

No

No

New York

Application has been made for the Notes to be admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's UK Regulated Market with effect from the Issue Date.

Euroclear Bank SA/NV and Clearstream Banking S.A.

Yes

Several and not joint

J.P. Morgan Securities plc

The Bank of Nova Scotia, London Branch

0.0216% of the Aggregate Principal Amount

The Managers have agreed to pay for all material expenses related to the issuance of the Notes, except the Issuer will pay for the London Stock Exchange listing fees, if applicable.

259403499

XS2594034998

ZL2667265

No

No

Yes, issued in accordance with the Amended and Restated Global Agency Agreement, dated July 28, 2020, among the Bank, Citibank, N.A., as Global Agent, and the other parties thereto.

Not Applicable

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.

Each of the Managers 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.

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).

Each of the Managers represents, warrants and agrees that it has not offered, sold or distributed and will not offer, sell or distribute any Notes, directly or indirectly, in Canada or to or for the benefit of any resident of Canada, other than in compliance with applicable securities laws and, without limiting the generality of the foregoing: (a) any offer, sale or distribution of the Notes in Canada has and will be made only to purchasers that are (i) "accredited investors" (as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario)) and "permitted clients" (as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations), (ii) purchasing as principal, or are deemed to be purchasing as principal in accordance with applicable Canadian securities laws, and (iii) not a person created or used solely to purchase or hold the Notes as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106; (b) it is either (i) appropriately registered under applicable Canadian securities laws in each relevant province or territory to sell and deliver the Notes, (ii) such sale and delivery will be made through an affiliate of it that is so registered if the affiliate is registered in a category that permits such sale and has agreed to make such sale and delivery in compliance with the representations, warranties and agreements set out herein, or (iii) it is relying on an exemption from the dealer registration requirements under applicable Canadian securities laws and has complied with the requirements of that exemption and (c) it has not and will not distribute or deliver the Prospectus, or any other offering material in connection with any offering of the Notes, in or to a resident of Canada other than in compliance with applicable Canadian securities laws.

No action has been or will be taken by the Issuer that would permit a public offering of the Notes, or possession or distribution of any offering material relating to the Notes in any jurisdiction where action for that purpose is required.  Accordingly, each of the Managers agrees that it will observe all applicable provisions of law in each jurisdiction in or from which it may offer or sell Notes or distribute any offering material.