Distribution Report by Development Bank - Form DSTRBRPT

Price to

Public

Per Unit: 99.739%

Total: USD 4,986,950,000

Final Terms dated October 11, 2024.

Terms Agreement dated October 11, 2024.

(i) Series number:

(ii)  Tranche number:

Specified Currency or Currencies

(Condition 1(d)):

(i) Series:

(ii)  Tranche:

(i) Issue Price:

(ii)  Net proceeds:

Fixed Rate Note provisions

(Condition 5(a)):

(i) Rate of Interest:

(ii)  Interest Payment Date(s):

(iii)  Interest Period Date(s):

(iv) Business Day Convention:

(v)   Day Count Fraction (Condition 5(l)):

(vi) Other terms relating to the method of calculating interest for Fixed Rate Notes:

Early Redemption Amount

(Condition 6(c)):

(i) If syndicated, names of Managers and
underwriting commitments:

(ii)  Stabilizing Manager(s) (if any):

Directive 2014/65/EU (as amended, "MiFID II") product governance / Retail investors, professional investors and ECPs target market:

Solely for the purposes of the manufacturers' 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 ECPs, professional clients and retail clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.

For the purposes of this Term 28, "manufacturers" means Deutsche Bank Aktiengesellschaft and Goldman Sachs International.

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.

Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR") product governance / Retail investors, professional investors and ECPs target market:

Solely for the purposes of the manufacturers' 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 (as defined 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 (as defined 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); and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, each distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

For the purposes of this Term 29, "manufacturers" means Goldman Sachs International, J.P. Morgan Securities plc, and The Toronto-Dominion Bank.

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.

Signed on behalf of IBRD:

The Bank agrees that it will issue the Notes and the Dealers named below severally and not jointly agree to purchase the Notes at the purchase price specified above (being equal to the issue price of 99.739 per cent. less a management and underwriting fee of 0.125 per cent. of the aggregate nominal amount of the Notes).

Name

Deutsche Bank Aktiengesellschaft

Goldman Sachs International

J.P. Morgan Securities plc

The Toronto-Dominion Bank

CastleOak Securities, L.P.

Crédit Agricole Corporate and Investment Bank

National Bank of Canada Financial Inc.

The Bank of Nova Scotia, London Branch

Barclays Bank PLC

BMO Capital Markets Corp.

BNP PARIBAS

CIBC World Markets Corp.

Citigroup Global Markets Limited

Daiwa Capital Markets Europe Limited

HSBC Bank plc

InspereX LLC

Merrill Lynch International

Mesirow Financial, Inc.

Morgan Stanley & Co. International plc

Nomura International plc

RBC Capital Markets, LLC

Wells Fargo Securities, LLC

Total:

Payment for and delivery of the Notes shall be made each against the other on the Settlement Date. The Notes shall be delivered in book entry form to the following account at the Federal Reserve Bank of New York: ABA No. 021000018 BK OF NYC/TDLondon; and payment of the purchase price specified above shall be delivered in immediately available funds to the Bank's account at the Federal Reserve Bank of New York: ABA No. 021081367 (IBRD WASH/ISSUER - CODE 2500).

The Bank hereby appoints each of the Dealers 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 Dealers 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 Dealers acknowledges having received copies of the documents listed in Exhibit A to the Standard Provisions which it has requested.

In consideration of the Bank appointing each of the Dealers as a Dealer solely with respect to this issue of Notes, each of the Dealers hereby undertakes for the benefit of the Bank and each of the other Dealers that, in relation to this issue of Notes, it will perform and comply with all of the duties and obligations expressed to be assumed by a Dealer under the Standard Provisions.

The Joint Lead Managers hereby jointly and equally agree to pay the following expenses, if applicable:

all initial and ongoing costs and expenses of listing the Notes on the Luxembourg Stock Exchange (including, without limitation, the costs and expenses of the listing agent and for the notices required to be published in connection with the issue and initial and continued listing of the Notes);

any fees of the Federal Reserve Bank of New York in its capacity as Fiscal Agent for the Notes;

the legal fees and expenses of Sullivan & Cromwell LLP, counsel to the Dealers (excluding certain fees with respect to the delivery of the validity opinion and the disclosure letter, which fees shall be paid by the Bank).

Each of the Dealers acknowledges that such appointment is limited to this particular issue of Notes and is not for any other issue of Notes of the Bank pursuant to the Standard Provisions and that such appointment will terminate upon issue of the relevant Notes, but without prejudice to any rights (including, without limitation, any indemnification rights), duties or obligations of each of the Dealers which have arisen prior to such termination.

If a default occurs with respect to one or more of the several underwriting commitments to purchase any Notes under this Terms Agreement, the Dealers who have not defaulted with respect to their respective several underwriting commitments will take up and pay for, as nearly as practicable in proportion to their respective several underwriting commitments, Notes as to which such default occurred, up to but not exceeding in the aggregate 20 per cent. of the nominal amount of the Notes for which the non-defaulting Dealers were originally committed; provided, however, that if the aggregate nominal amount of Notes as to which such default occurred exceeds 16.667 per cent. of the nominal amount of the Notes, the non-defaulting Dealers shall be entitled to terminate this Terms Agreement without any liability on the part of any non-defaulting Dealers. Nothing herein will relieve a defaulting Dealer from liability for its default.

The Dealers and the Bank acknowledge that the Bank does not fall under the scope of application of either the MiFID II or UK MiFIR regime. Consequently, the Bank does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II or UK MiFIR.

Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFIDProduct GovernanceRules") regarding the mutual responsibilities of manufacturers under the Product Governance Rules:

each of Deutsche Bank Aktiengesellschaft and Goldman Sachs International (each an "EU Manufacturer" and together the "EUManufacturers") acknowledges to each other EU Manufacturer that it understands the responsibilities conferred upon them under the MiFID 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 Final Terms and any other announcements in connection with the Notes; and

the other Dealers note the application of the MiFID Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the EU Manufacturers and the related information set out in the Final Terms and any other announcements in connection with the Notes.

each of Goldman Sachs International, J.P. Morgan Securities plc, and The Toronto-Dominion Bank (each a "UK Manufacturer" and together the "UK Manufacturers") acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon them under the UK 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 Final Terms in connection with the Notes; and

each of the other Dealers notes the application of the UK MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Notes by the UK Manufacturers and the related information set out in the Final Terms and any other announcements in connection with the Notes.

Nothing in this Terms Agreement shall operate as or be construed to constitute a waiver, renunciation or any other modification of any privilege or immunity of the Bank under the Bank's Articles of Agreement, or applicable law or international law.

All notices and other communications hereunder shall be in writing and shall be transmitted in accordance with Section 9 of the Standard Provisions.

This Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

NATIONAL BANK OF CANADA FINANCIAL INC.