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SEC Filings

FORM DSTRBRPT ASIAN DEVELOPMENT BANK

Article

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--------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549

REPORT OF
ASIAN DEVELOPMENT BANK

In respect of the issue of the ADB’s
U.S.$3,000,000,000
4.125 per cent. Global Notes due 12 January 2027
Series No.: 1566-00-1

Filed pursuant to Rule 3 of Regulation AD
Dated: 10 January 2024

--------------------------------------------------------------------------------

The following information is filed pursuant to Rule 3 of Regulation AD in
respect of the issue of U.S.$3,000,000,000 4.125 per cent. Global Notes due 12
January 2027 (Series No.: 1566-00-1) (the “Notes”) of the Asian Development Bank
(the “ADB”) under its Global Medium-Term Note Program (the “Program”). Certain
information specified in Schedule A to Regulation AD is not available at the
date of this report, but when available, will be filed as promptly as possible.

Item 1.
Description of Obligations

The terms and conditions of the Notes are set forth in the Prospectus to the
ADB’s Global Medium-Term Note Program dated 9 December 2020 (as amended and
supplemented and together with the documents incorporated by reference therein,
the “Prospectus”), previously filed under a report of the ADB dated 2 February
2021, and in the Pricing Supplement relating to the Notes dated 10 January 2024
(the “Pricing Supplement”), which is filed herewith. Certain other information
about the ADB is provided in the form of an Information Statement, the latest
version of which, dated 17 April 2023, was filed under a report of the ADB dated
17 April 2023.
The fiscal agent of the ADB with respect to the Notes is the Federal Reserve
Bank of New York, 33 Liberty Street, New York, NY 10045.

--------------------------------------------------------------------------------

Item 2.
Distribution of Obligations

See the Prospectus, pages 66 to 71 and the Pricing Supplement.
As of 10 January 2024, the ADB entered into a Terms Agreement, filed herewith,
with Merrill Lynch International, Morgan Stanley & Co. International plc, RBC
Capital Markets, LLC and The Toronto-Dominion Bank (the “Joint Lead Managers”),
and the other managers named in the Terms Agreement (together with the Joint
Lead Managers, the “Managers”), pursuant to which the ADB has agreed to issue,
and the Managers have severally but not jointly agreed to purchase, a principal
amount of the Notes aggregating U.S.$3,000,000,000 for an issue price of 99.663%
of the principal amount less a management and underwriting fee of 0.100% of the
principal amount. The Notes will be offered for sale subject to issuance and
acceptance by the Managers and subject to prior sale. It is expected that the
delivery of the Notes will be made on or about 12 January 2024.
The Managers propose to offer all the Notes to the public at the public offering
price of 99.663%.
The respective principal amounts of the Notes that each of the Managers commits
to underwrite are set forth opposite their names below:

Name
Principal Amount
Merrill Lynch International
U.S.$731,250,000
Morgan Stanley & Co. International plc
U.S.$731,250,000
RBC Capital Markets, LLC
U.S.$731,250,000
The Toronto-Dominion Bank
U.S.$731,250,000
Canadian Imperial Bank of Commerce, London Branch
U.S.$15,000,000
Daiwa Capital Markets Europe Limited
U.S.$15,000,000
NatWest Markets Plc
U.S.$15,000,000
Standard Chartered Bank
U.S.$15,000,000
The Bank of Nova Scotia, London Branch
U.S.$15,000,000
Total
U.S.$3,000,000,000

--------------------------------------------------------------------------------

Item 3.
Distribution Spread

See the Pricing Supplement, pages 3 and 6, and the Terms Agreement.

Price to the Public
Commissions and Concessions
Proceeds to ADB
Per Unit
99.663%
0.100%
99.563%
Total
U.S.$2,989,890,000
U.S.$3,000,000
U.S.$2,986,890,000

Item 4.
Discounts and Commissions to Sub-Underwriters and Dealers

See Item 3.

Item 5.
Other Expenses of Distribution

Item
Amount
Legal Fees
U.S.$35,000*
Fees/Expenses of Independent Accountants
U.S.$5,977*
Listing Fees (Luxembourg)
U.S.$2,552*

* Asterisks indicate that expenses itemized above are estimates.

Item 6.
Application of Proceeds

See the Prospectus, page 6.

Item 7.
Exhibits

(a)
(i)
Prospectus relating to the Global Medium-Term Note Program dated 9 December
2020, previously filed under a report of the ADB dated 2 February 2021.
(ii)
Pricing Supplement dated 10 January 2024.
(b)
Copy of an opinion of counsel as to the legality of the Notes (to be filed at a
later date).
(c)
(i)
Standard Provisions relating to the issuance of Notes by the ADB under the
Program dated as of 9 December 2020, previously filed under a report of the ADB
dated 2 February 2021.
(ii)
Terms Agreement dated 10 January 2024.
(d)
(i)
Information Statement dated 17 April 2023, previously filed under a report of
the ADB dated 17 April 2023.
(ii)
Prospectus and Pricing Supplement (see (a) above).

--------------------------------------------------------------------------------

U.K. MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET
MARKET – Solely for the purposes of 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, as defined in the FCA Handbook Conduct of Business Sourcebook
(“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 (“U.K. MiFIR”); 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 each manufacturer’s target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the “U.K. MiFIR Product Governance Rules”) is
responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining each manufacturer’s target market
assessment) and determining appropriate distribution channels.
ADB does not fall under the scope of application of Directive 2014/65/EU (as
amended, “MiFID II”) or U.K. MiFIR. Consequently, ADB does not qualify as an
“investment firm”, “manufacturer” or “distributor” for the purposes of either
MiFID II or U.K. MiFIR.

--------------------------------------------------------------------------------

PRICING SUPPLEMENT

ASIAN DEVELOPMENT BANK
GLOBAL MEDIUM-TERM NOTE PROGRAM
Series No.: 1566-00-1
U.S.$3,000,000,000
4.125 per cent. Global Notes due 12 January 2027
Issue price: 99.663 per cent.
Joint Lead Managers
BofA Securities
Morgan Stanley
RBC Capital Markets
TD Securities

Co-Lead Managers

CIBC Capital Markets
Standard Chartered Bank
Daiwa Capital Markets Europe
Scotiabank
NatWest Markets

The date of this Pricing Supplement is 10 January 2024.

--------------------------------------------------------------------------------

This pricing supplement (the “Pricing Supplement”) is issued to give details of
an issue of U.S.$3,000,000,000 4.125 per cent. Global Notes due 12 January 2027
(the “Notes”) by the Asian Development Bank (“ADB”) under its Global Medium-Term
Note Program and to provide information supplemental to the Prospectus referred
to below.
This Pricing Supplement supplements the terms and conditions of the Notes set
forth in the Prospectus dated 9 December 2020 (as amended and supplemented and
together with the documents incorporated by reference therein, the “Prospectus”)
and should be read in conjunction with the Prospectus. Unless otherwise defined
in this Pricing Supplement, capitalized terms used herein have the meanings
given to them in the Prospectus.
The issue of the Notes was authorized pursuant to a global borrowing
authorization of the Board of Directors of ADB dated 12 December 2023.
This Pricing Supplement does not constitute, and may not be used for the
purposes of, an offer or solicitation by anyone in any jurisdiction in which
such an offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation, and no action is being taken to
permit an offering of the Notes or the distribution of this Pricing Supplement
in any jurisdiction where such action is required.
The Notes are not required to be and have not been registered under the U.S.
Securities Act of 1933, as amended. The Notes have not been approved or
disapproved by the U.S. Securities and Exchange Commission or any state
securities commission nor has the Commission or any state securities commission
passed upon the accuracy or adequacy of this Pricing Supplement. Any
representation to the contrary is a criminal offense in the United States.
The distribution of this Pricing Supplement or the Prospectus and the offer and
sale of the Notes may be restricted by law in certain jurisdictions. Persons
into whose possession this Pricing Supplement or the Prospectus comes are
required by ADB and the Managers to inform themselves about and to observe any
such restrictions. For a description of certain restrictions on offers and
sales of Notes and on the distribution of this Pricing Supplement or the
Prospectus, see “Plan of Distribution” in the Prospectus.
The Notes are not the obligation of any government.
2

--------------------------------------------------------------------------------

TERMS AND CONDITIONS
The following items are the particular terms and conditions of the Notes to
which this Pricing Supplement relates. In case of any conflict between such
terms and conditions and the terms and conditions set forth in the Prospectus,
the terms and conditions set forth in this Pricing Supplement shall govern.
General Provisions
1.
Issuer:
Asian Development Bank (“ADB”).
2.
Series Number:
1566-00-1.

3.
(i)
Specified Currency
(Condition 1(c)):
United States Dollars (“U.S.$”).
(ii)
Specified Principal Payment

Currency if different from
Specified Currency (Condition
1(c)):
Not applicable.
(iii)
Specified Interest Payment
Currency if different from
Specified Currency (Condition
1(c)):
Not applicable.
(iv)
Alternative Currency
(Condition 7(i)) (if applicable):
Not applicable.

4.
Aggregate Nominal Amount:
U.S.$3,000,000,000.

5.
(i)
Issue Price:
99.663 per cent. of the Aggregate Nominal Amount.
(ii)
Net proceeds:
U.S.$2,986,890,000.

6.
Specified Denominations (Condition
1(a)):
U.S.$1,000.

7.
(i)
Issue Date (Condition 5(d)):
12 January 2024.
(ii)
Interest Commencement Date
(if different from the Issue
Date) (Condition 5(d)):
Not applicable.
8.
Maturity Date or Redemption Month
(Condition 6(a)):

12 January 2027.

--------------------------------------------------------------------------------

9.
Interest Basis (Condition 5):
Fixed Rate (Condition 5(a))
(further particulars specified below).
10.
Redemption/Payment Basis
(Condition 6(a)):
Redemption at par.
11.
Change of Interest or
Redemption/Payment Basis:
Not applicable.
12.
Put/Call Options (Conditions 6(e)
and (f)):
Not applicable.
13.
Status of the Notes (Condition 3):
Senior.
14.
Listing:
Luxembourg Stock Exchange.
15.
Method of distribution:
Syndicated.
Provisions Relating to Interest Payable
16.
Fixed Rate Note Provisions
(Condition 5(a)):
Applicable.

(i)
Rate(s) of Interest:
4.125 per cent. per annum, payable semi-annually in arrear.
(ii)
Interest Payment Date(s):
12 January and 12 July of each year, commencing on 12 July 2024 up to and
including the Maturity Date, adjusted in accordance with the applicable Business
Day Convention.
(iii)
Interest Period End Date(s):
12 January and 12 July of each year, commencing on 12 July 2024 up to and
including the Maturity Date.
(iv)
Interest Period End Date(s)
adjustment:
Unadjusted.
(v)
Business Day Convention:
Following Business Day Convention.
(vi)
Fixed Coupon Amount(s):
U.S.$20.625 per Specified Denomination payable on each Interest Payment Date.
(vii)
Broken Amount(s):
Not applicable.
(viii)
Relevant Financial Center:
New York.

--------------------------------------------------------------------------------

(ix)
Additional Business Center(s)
(Condition 5(d)):
Not applicable.
(x)
Day Count Fraction (Condition
5(d)):
30/360.
(xi)
Determination Date(s):
Not applicable.
(xii)
Other terms relating to the
method of calculating interest
for Fixed Rate Notes:
Not applicable.

17.
Floating Rate Note Provisions
(Condition 5(b)):
Not applicable.
18.
Zero Coupon/Deep Discount Note
Provisions (Conditions 5(c) and 6(c)):
Not applicable.
19.
Index-Linked Interest Note Provisions:
Not applicable.
20.
Dual Currency Note Provisions:
Not applicable.
Provisions Relating to Redemption
21.
Call Option (Condition 6(e)):
Not applicable.
22.
Put Option (Condition 6(f)):
Not applicable.
23.
Final Redemption Amount:
Aggregate Nominal Amount.

(i)
Alternative Payment
Mechanism (Conditions 7(a)
and (c)):
Not applicable.
(ii)
Long Maturity Note (Condition
7(f)):
Not applicable.
(iii)
Variable Redemption Amount
(Condition 6(d)):
Not applicable.

24.
Early Redemption Amount:

(i)
Early Redemption Amount(s)
payable on an Event of Default
(Condition 9) and/or the
method of calculating the same
(if required or if different from
that set out in the Conditions):
As set out in the Conditions.

--------------------------------------------------------------------------------

(ii)
Unmatured Coupons to become
void (Condition 7(f)):
Not applicable.

Additional General Provisions Applicable to the Notes
25.
Form of Notes:
Book-Entry Notes available on Issue Date.
26.
Talons for future Coupons to be
attached to definitive Bearer Notes
(and dates on which such Talons
mature):
Not applicable.
27.
Details relating to Partly Paid Notes:
amount of each payment comprising
the Issue Price and date on which each
payment is to be made and
consequences (if any) of failure to pay,
including any right of ADB to forfeit
the Notes and interest due on late
payment:
Not applicable.
28.
Details relating to Installment Notes:
Not applicable.
29.
Redenomination, renominalization and
reconventioning provisions:
Not applicable.
30.
Consolidation provisions:
Not applicable.
31.
Other terms or special conditions:
Not applicable.

Distribution
32.
(i)
If syndicated, names of
Managers:
Merrill Lynch International
Morgan Stanley & Co. International plc
RBC Capital Markets, LLC
The Toronto-Dominion Bank
Canadian Imperial Bank of Commerce, London Branch
Daiwa Capital Markets Europe Limited
NatWest Markets Plc
Standard Chartered Bank
The Bank of Nova Scotia, London Branch
(ii)
Stabilizing Manager (if any):
Not applicable.
(iii)
Commissions and Concessions:
0.100 per cent.

--------------------------------------------------------------------------------

33.
If non-syndicated, name of Dealer:
Not applicable.
34.
Additional selling restrictions:
Not applicable.

Operational Information
35.
(i)
ISIN:
US045167GA55.
(ii)
CUSIP:
045167GA5.
(iii)
CINS:
Not applicable.
(iv)
Other:
Not applicable.

36.
Common Code:
274664827.
37.
Details of benchmarks administrators
and registration under Benchmarks
Regulation:
Not applicable.
38.
Any clearing system(s) other than
Euroclear, Clearstream, Luxembourg
and DTC and the relevant
identification number(s):
Federal Reserve Book-Entry System.
39.
Delivery:
Delivery against payment.
40.
Additional Paying Agent(s) (if any):
Not applicable.
41.
Governing Law:
New York.
42.
Intended to be held in a manner which
would allow Eurosystem eligibility:
Not applicable.

Listing Application
This Pricing Supplement comprises the details required to list the issue of
Notes described herein pursuant to the listing of the Global Medium-Term Note
Program of ADB.

Material Adverse Change Statement

There has been no material adverse change in the financial position or prospects
of ADB since the date of the financial statements included in the Information
Statement of ADB, which was most recently published on 17 April 2023.

Recent Developments

On 1 September 2023, Fatima Yasmin assumed the position of Vice-President for
Sectors and Themes.
7

--------------------------------------------------------------------------------

On 1 November 2023, Scott Morris assumed the position of Vice-President for East
and Southeast Asia, and the Pacific.
On 4 December 2023, Bhargav Dasgupta assumed the position of Vice-President for
Market Solutions.
Responsibility
ADB accepts responsibility for the information contained in this Pricing
Supplement which, when read together with the Prospectus referred to above,
contains all information that is material in the context of the issue of the
Notes.

ASIAN DEVELOPMENT BANK
By:
/s/ Maria A. Lomotan
Name:
MARIA A. LOMOTAN
Title:
Assistant Treasurer

--------------------------------------------------------------------------------

ISSUER

Asian Development Bank
6 ADB Avenue
Mandaluyong City
1550 Metro Manila
Philippines
FISCAL AGENT
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
USA

LUXEMBOURG LISTING AGENT
BNP Paribas, Luxembourg Branch
60 Avenue J.F. Kennedy
L-1855 Luxembourg
LEGAL ADVISERS TO THE MANAGERS
As to New York law
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
USA

AUDITORS
Deloitte & Touche LLP
6 Shenton Way, OUE Downtown 2,
#33-00,
Singapore 068809

--------------------------------------------------------------------------------

TERMS AGREEMENT NO. 1566-00-1
under the
ASIAN DEVELOPMENT BANK
GLOBAL MEDIUM-TERM NOTE PROGRAM
U.S.$3,000,000,000
4.125 per cent. Global Notes due 12 January 2027
10 January 2024
Asian Development Bank
6 ADB Avenue, Mandaluyong City
1550 Metro Manila
Philippines
Attention: Assistant Treasurer, Funding Division
The undersigned managers (collectively, the “Managers”) agree to purchase from
the Asian Development Bank (“ADB”) its U.S.$3,000,000,000 4.125 per cent. Global
Notes due 12 January 2027 (the “Notes”) described in the pricing supplement
dated as of the date hereof relating thereto (the “Pricing Supplement”) and the
related Prospectus dated 9 December 2020 (as amended and supplemented and
together with the documents incorporated by reference therein, the “Prospectus”)
at 9:00 a.m., New York time, on 12 January 2024 (the “Settlement Date”) at an
aggregate purchase price of U.S.$2,986,890,000 on the terms set forth herein and
in the Standard Provisions dated as of 9 December 2020 (the “Standard
Provisions”) relating to the issuance of Notes by ADB. The Standard Provisions
are incorporated herein by reference. In so purchasing the Notes, each of the
Managers understands and agrees that it is not acting as an agent of ADB in the
sale of the Notes.
When used herein and in the Standard Provisions as so incorporated, the term
“Notes” refers to the Notes as defined herein. All other terms defined in the
Prospectus, the Pricing Supplement relating to the Notes and the Standard
Provisions shall have the same meanings when used herein.
ADB represents and warrants to, and agrees with, each of the Managers that the
representations and warranties of ADB set forth in Section 2(a) of the Standard
Provisions are true and correct as though made at and as of the date hereof and
will be true and accurate as though made at and as of the Settlement Date.
Each of the Managers warrants and covenants that this Terms Agreement has been
duly authorized, executed and delivered by it, and that such execution and
delivery does not, and the performance by it of its obligations hereunder will
not, contravene any provision of applicable law or its articles of association
or equivalent constitutive documents or any judgment, order or decree of any
governmental body, regulatory agency or court having jurisdiction over it. Each
of the Managers warrants and covenants to ADB that the warranties of such
Manager set forth in Section 2(b) of the Standard Provisions are true and
correct as though made at and as of the date hereof and will be true and
accurate as of the Settlement Date.

--------------------------------------------------------------------------------

The obligation of each of the Managers to purchase Notes hereunder is subject to
the continued accuracy, on each date from the date hereof to and including the
Settlement Date, of ADB’s representations and warranties contained in the
Standard Provisions and to ADB’s performance and observance of all applicable
covenants and agreements contained herein and therein. The obligation of each
of the Managers to purchase Notes hereunder is further subject to the additional
conditions (if applicable) set forth in Section 6 of the Standard Provisions,
including the receipt by each of the Managers of the documents referred to in
Sections 6(c)(i), (ii), (iii), (iv) and (vi) of the Standard Provisions.
Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the “U.K. MiFIR Product
Governance Rules”) regarding the mutual responsibilities of manufacturers under
the U.K. MiFIR Product Governance Rules:
(a) each of Merrill Lynch International, Morgan Stanley & Co.
International plc and The Toronto-Dominion Bank (each a “U.K. Manufacturer” and
together the “U.K. Manufacturers”) acknowledges to each other U.K. Manufacturer
that it understands the responsibilities conferred upon it under the U.K. MiFIR
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 and any
announcements in connection with the Notes; and
(b) each of the Managers and ADB notes the application of the U.K. MiFIR
Product Governance Rules and acknowledges the target market and distribution
channels identified as applying to the Notes by the U.K. Manufacturers and the
related information set out in the Pricing Supplement in connection with the
Notes.
ADB certifies to the Managers that, as of the Settlement Date, (i) ADB has
performed all of its obligations under the Standard Provisions and this Terms
Agreement required to be performed or satisfied on or prior to the Settlement
Date and (ii) the Prospectus, as supplemented by the Pricing Supplement,
contains all material information relating to the assets and liabilities,
financial position, and net income of ADB, and nothing has happened or is
expected to happen that would require the Prospectus, as supplemented by the
Pricing Supplement, to be further supplemented or updated.
The following additional terms shall apply to the issue and purchase of Notes:
1. ADB agrees that it will issue the Notes and the Managers named
below severally and not jointly agree to purchase the Notes at the aggregate
purchase price specified above, calculated as follows: the issue price of 99.663
per cent. of the principal amount less a management and underwriting fee of
0.100 per cent. of the principal amount.
2

--------------------------------------------------------------------------------

The respective principal amounts of the Notes that each of the Managers commits
to underwrite are set forth opposite their names below:
Name
Principal Amount
Merrill Lynch International
U.S.$731,250,000
Morgan Stanley & Co. International plc
U.S.$731,250,000
RBC Capital Markets, LLC
U.S.$731,250,000
The Toronto-Dominion Bank
U.S.$731,250,000
Canadian Imperial Bank of Commerce, London Branch
U.S.$15,000,000
Daiwa Capital Markets Europe Limited
U.S.$15,000,000
NatWest Markets Plc
U.S.$15,000,000
Standard Chartered Bank
U.S.$15,000,000
The Bank of Nova Scotia, London Branch
U.S.$15,000,000
Total
U.S.$3,000,000,000

2. Each of payment for and delivery of the Notes shall be made against
the other on the Settlement Date. The Notes shall be delivered in book-entry
form to the account of The Bank of New York (BK of NYC/TDLONDON, ABA No.
021000018) at the Federal Reserve Bank of New York, for further credit to The
Toronto-Dominion Bank on behalf of the purchasers; and payment for the Notes
shall be effected by transfer of the purchase price in immediately available
funds to ADB’s Account A, ABA No. 021080245 with the Federal Reserve Bank of
New York.
3. ADB hereby appoints each of the Managers as a Dealer under the
Standard Provisions solely for the purpose of the issue of Notes to which this
Terms Agreement pertains. Each of the Managers shall be vested, solely with
respect to this issue of Notes, with all authority, rights and powers of a
Dealer purchasing Notes as principal set out in the Standard Provisions, a copy
of which it acknowledges it has received, and this Terms Agreement. Each of the
Managers acknowledges having requested and received, or waived its receipt of,
copies of the Prospectus and the Uniform Fiscal Agency Agreement, duly executed
by the parties thereto.
4. In consideration of ADB appointing each of the Managers as a Dealer
solely with respect to this issue of Notes, each of the Managers hereby
undertakes for the benefit of ADB and each of the other Managers that, in
relation to this issue of Notes, it will perform and comply with all of the
duties and obligations specified to be assumed by a Dealer under the Standard
Provisions.
5. Each of the Managers acknowledges that such appointment is limited
to this particular issue of Notes and is not for any other issue of notes of ADB
pursuant to the Standard Provisions and that such appointment will terminate
upon this issue of Notes, but without prejudice to any rights (including,
without limitation, any indemnification rights), duties or obligations of the
Managers that have arisen prior to such termination.
6. Each of the Managers represents, warrants 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 ADB; and
3

--------------------------------------------------------------------------------

(b) it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to the Notes in, from
or otherwise involving the United Kingdom.
7. Notwithstanding and to the exclusion of any other term of this
Agreement or any other agreements, arrangements, or understanding between the
Managers and ADB, ADB acknowledges and accepts that a U.K. Bail-in Liability
arising under this Agreement may be subject to the exercise of U.K. Bail-in
Powers by the relevant U.K. resolution authority, and acknowledges, accepts and
agrees to be bound by:
(a) the effect of the exercise of U.K. Bail-in Powers by the relevant
U.K. resolution authority in relation to any U.K. Bail-in Liability of any of
the Managers to ADB under this Agreement, that (without limitation) may include
and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the U.K. Bail-in Liability
or outstanding amounts due thereon;

(ii) the conversion of all, or a portion, of the U.K. Bail-in Liability
into shares, other securities or other obligations of any of the Managers or
another person, and the issue to or conferral on ADB of such shares, securities
or obligations;

(iii) the cancellation of the U.K. Bail-in Liability; and

(iv) the amendment or alteration of any interest, if applicable, thereon,
the maturity or the dates on which any payments are due, including by suspending
payment for a temporary period; and
(b) the variation of the terms of this Agreement, as deemed necessary by
the relevant U.K. resolution authority, to give effect to the exercise of U.K.
Bail-in Powers by the relevant U.K. resolution authority.
As used in this paragraph, “U.K. Bail-in Legislation” means Part I of the U.K.
Banking Act 2009 and any other law or regulation applicable in the U.K. relating
to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (otherwise than through liquidation,
administration or other insolvency proceedings); “U.K. Bail-in Powers” means the
powers under the U.K. Bail-in Legislation to cancel, transfer or dilute shares
issued by a person that is a bank or investment firm or affiliate of a bank or
investment firm, to cancel, reduce, modify or change the form of a liability of
such a person or any contract or instrument under which that liability arises,
to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to
suspend any obligation in respect of that liability; “U.K. Bail-in Liability”
means a liability in respect of which the U.K. Bail-in Powers may be exercised.
4

--------------------------------------------------------------------------------

8. For purposes hereof, the notice details of the Managers are as
follows:
The Toronto-Dominion Bank
60 Threadneedle Street
London EC2R 8AP
United Kingdom
Attention: Head of Syndicate & Origination
Telephone: +44 20 7628 2262
Electronic Mailing
Address: transactionadvisorygroup@tdsecurities.com
9. If a default occurs with respect to one or more of the several
underwriting commitments to purchase any Notes under this Terms Agreement, the
Manager or Managers who have not defaulted with respect to its or their
respective several underwriting commitments will take up and pay for, as nearly
as practicable in proportion to its or their respective several underwriting
commitments, Notes as to which such default occurred, up to but not exceeding in
the aggregate 20% of the principal amount of the Notes for which the
non-defaulting Manager or Managers were originally committed; provided, however,
that if the aggregate principal amount of Notes as to which such default
occurred exceeds 16.667% of the principal amount of the Notes, and arrangements
satisfactory to the non-defaulting Manager or Managers and ADB for the purchase
of such principal amount of Notes as to which such default occurred have not
been made within 48 hours of such default, the non-defaulting Manager or
Managers shall be entitled to terminate this Terms Agreement without any
liability on their part. Nothing herein will relieve a defaulting Manager from
liability for its default.
10. The Managers agree as between themselves that they will be bound by
and will comply with the ICMA Agreement Among Managers New York Version 1 (the
“Agreement Among Managers”) and further agree that references in the Agreement
Among Managers to the “Lead Manager” shall mean the Joint-Lead Managers and
references in the Agreement Among Managers to the “Settlement Lead Manager”
shall mean The Toronto-Dominion Bank.

11. All notices and other communications hereunder shall be in writing
and shall be transmitted in accordance with Section 10 of the Standard
Provisions.

The Standard Provisions and this Terms Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
With respect to any legal action or proceedings (“Proceedings”) arising out of
or in connection with this Terms Agreement, each of the parties irrevocably
submits to the exclusive jurisdiction of the courts of England, provided,
however, that in accordance with Article 50, paragraph 2 of the Agreement
Establishing the Asian Development Bank (the “Charter”), no action shall be
brought against ADB by any member of ADB, or by any agency or instrumentality of
a member, or by any entity or person directly or indirectly acting for or
deriving claims from a member, or from any entity or instrumentality of a
member, and that, in accordance with Article 50, paragraph 3 of the Charter, the
property and assets of ADB shall, wheresoever located and by whomsoever held, be
immune from all forms of seizure, attachment or execution before the delivery of
final judgment against ADB.
5

--------------------------------------------------------------------------------

ADB hereby irrevocably appoints Law Debenture Corporate Services Limited at 8th
Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom as its agent in England
to receive, for it and on its behalf, service of process in any Proceedings in
England. If for any reason such process agent ceases to be able to act as such
or no longer has an address in London, ADB irrevocably agrees to appoint a
substitute process agent and shall immediately notify the Managers of such
appointment in accordance with Section 10 of the Standard Provisions and this
Terms Agreement. Nothing shall affect the right to serve process in any manner
permitted by law.
Nothing in this Terms Agreement shall be construed as an express or implied
waiver, renunciation or other modification of any immunities, privileges or
exemptions of ADB accorded under the Charter, international convention or any
applicable law.
This Terms Agreement may be executed by any one or more of the parties hereto in
any number of counterparts, each of which shall be deemed to be an original, but
all such respective counterparts together shall constitute one and the same
instrument.

MERRILL LYNCH INTERNATIONAL

By: /s/ Kamini Sumra

Name:Kamini Sumra

Title:Managing Director

MORGAN STANLEY & CO. INTERNATIONAL PLC

By:
/s/ Rachel Holdstock

Name:Rachel Holdstock

Title:Executive Director

RBC CAPITAL MARKETS, LLC

By: /s/ Scott G. Primrose

Name:Scott G. Primrose

Title:Authorized Signatory

[Signatures continued on the following page.]

--------------------------------------------------------------------------------

THE TORONTO-DOMINION BANK

By: /s/ Frances Watson

Name:Frances Watson

Title:Director, Transaction Advisory

CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH

By: /s/ Jonathan Ledgerwood

Name:Jonathan Ledgerwood

Title:Authorised Signatory

DAIWA CAPITAL MARKETS EUROPE LIMITED

By: /s/ Tyrone Cardona

Name:Tyrone Cardona

Title:Associate Director

NATWEST MARKETS PLC

By: /s/ David Hopkins

Name:David Hopkins

Title:Authorised Signatory

STANDARD CHARTERED BANK

By: /s/ Yim Sau King, David

Name:Yim Sau King, David

Title:Managing Director
Head, Capital Markets
Greater China & North Asia
Global Credit Markets

[Signatures continued on the following page.]

--------------------------------------------------------------------------------

THE BANK OF NOVA SCOTIA, LONDON BRANCH

By:
/s/ James Walter

By: /s/ Cesare Roselli

Name:James Walter

Name:Cesare Roselli
Title:Head of Legal, Europe

Title:Managing Director

[Signature continued on the following page.]
8

--------------------------------------------------------------------------------

CONFIRMED AND ACCEPTED, as of the
date first written above:

ASIAN DEVELOPMENT BANK

By: /s/ Maria A. Lomotan

Name: MARIA A. LOMOTAN

Title: Assistant Treasurer

--------------------------------------------------------------------------------

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