ASIAN DEVELOPMENT BANK — Capital/Financing Update 2020

Mar 11, 2020

Information Memorandum

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Asian Development Bank

Australian Dollar Medium Term Note Programme

The Asian Development Bank is not a bank which is authorised under the Banking Act 1959 of Australia

The Notes are not the obligations of any government and, in particular, are not guaranteed by the Commonwealth of Australia

As Notes are offered by the Asian Development Bank only as an offer in, or into Australia, that would not require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia and in compliance with the terms of Asian Development Bank’s exemption from compliance with section 66 of the Banking Act 1959 of Australia, the Notes are issued in parcels of not less than A$500,000 in aggregate principal amount or (if a larger principal amount) an integral multiple of such other amount specified in the relevant Pricing Supplement provided that the consideration payable by each person who subscribes for Notes must be at least A$500,000 (disregarding moneys lent by the offeror or its associates) unless the Notes are otherwise issued in a manner which would not require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia

Arrangers

Royal Bank of Canada Westpac Banking Corporation

The date of this Information Memorandum is 21 December 2016

Contents

Important Notice	3
Programme Summary	9
Issuer Profile	15
Terms and Conditions of the Notes	18
Form of Pricing Supplement	36
Australian Taxation	39
Selling Restrictions	40
Directory	43

Important Notice

Introduction

This Information Memorandum relates solely to a Medium Term Note Programme (“ Programme ”) established by Asian Development Bank (“ Issuer ”), under which medium term notes (“ Notes ”) may be issued by the Issuer from time to time.

The Issuer is not a bank which is authorised under the Banking Act 1959 of Australia (“ Banking Act ”). The Notes are not the obligations of any government and, in particular, are not guaranteed by the Commonwealth of Australia. Notes that are offered for issue or sale or transferred in, or into, Australia are offered only in circumstances that would not require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia (“ Corporations Act ”) and issued and transferred in compliance with the terms of the exemption from compliance with section 66 of the Banking Act that is available to the Issuer. Such Notes are issued or transferred in, or into, Australia in parcels of not less than A$500,000 in aggregate principal amount.

This Information Memorandum replaces the Information Memorandum dated 20 November 2006.

Date and currency of this Information Memorandum

This Information Memorandum has been prepared by the Issuer as at the Preparation Date (as defined below). The delivery of the Information Memorandum at any time after the Preparation Date does not imply the information contained in it is accurate, timely and complete at any time subsequent to the Preparation Date. Accordingly, neither the delivery of this Information Memorandum, nor any offer or issue of Notes, implies or should be relied upon as a representation or warranty that there has been no change since the Preparation Date in the affairs or financial condition of the Issuer or that the information contained in it is correct at any time after the Preparation Date.

Issuer’s responsibility

This Information Memorandum has been prepared by, and issued with the authority of, the Issuer. The Issuer accepts responsibility for it.

The only role of the Arrangers and the Dealers (each as defined in the section entitled “Programme Summary” below) in the preparation of this Information Memorandum has been to confirm to the Issuer that the information as to their identity in the section entitled “Programme Summary” below and their respective descriptions in the section entitled “Directory” below are accurate as at the Preparation Date. The only role of the Agents (as defined in the section entitled “Programme Summary” below) in the preparation of this Information Memorandum has been to confirm to the Issuer that the information under its description in the section entitled “Directory” below is accurate as at the Preparation Date. Apart from the foregoing, the Arrangers, the Dealers and the Agents make no representation or warranty, express or implied, as to and assume no responsibility or liability for the authenticity, origin, validity, accuracy or completeness of, or any errors or omissions in, any information, statement, opinion or forecast contained in this Information Memorandum or in any accompanying, previous or subsequent material or presentation.

Place of issuance

Subject to applicable laws, regulations and directives, the Issuer may issue Notes under the Programme in any country including Australia and countries in Europe and Asia but not in the United States of America unless such Notes are registered under the United States Securities Act of 1933 (as amended) (“ Securities Act ”) or an exemption from the registration requirements under the Securities Act is available.

Terms and conditions of issue

Notes will be issued in series (each a “ Series ”). Each Series may comprise one or more tranches (each a “ Tranche ”) having one or more issue dates and on conditions that are otherwise identical

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(other than, to the extent relevant, in respect of the issue price, the amount and date of the first payment of interest).

Each issue of Notes will be made pursuant to such documentation as the Issuer may determine. A pricing supplement and/or another supplement to this Information Memorandum (each a “ Pricing Supplement ”) will be issued for each Tranche or Series of Notes. A Pricing Supplement will contain details of the initial aggregate principal amount, issue price, issue date, maturity date, details of interest (if any) payable together with any other terms and conditions not set out in this Information Memorandum that may be applicable to that Tranche or Series of Notes. The terms and conditions (“ Terms and Conditions ”) applicable to the Notes are included in this Information Memorandum and may be supplemented, amended, modified or replaced by the Pricing Supplement applicable to those Notes.

The Issuer may also publish a supplement to this Information Memorandum (or additional Information Memoranda) which describes the issue of Notes (or particular classes of Notes) not otherwise described in this Information Memorandum. A Pricing Supplement or a supplement to this Information Memorandum may also supplement, amend, modify or replace any statement or information set out in a Pricing Supplement or incorporated by reference in this Information Memorandum or a supplement to this Information Memorandum.

Documents incorporated by reference

This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to “ Information Memorandum ” are to this Information Memorandum and any other document incorporated by reference and to any of them individually.

The following documents (including any that are published or issued from time to time after the date of this Information Memorandum) are incorporated in, and taken to form part of, this Information Memorandum:

• (a) all amendments and supplements to this Information Memorandum prepared by the Issuer from time to time;

• (b) the information statement of the Issuer dated22 April 2016 which describes the Issuer including its capital, operations, administration, the Charter, the Issuer’s legal status, its principal financial policies and contains the Issuer’s audited financial statements as of 31 December 2015;

• (c) any subsequent information statement issued by the Issuer from time to time;

• (d) the most recent annual report of the Issuer and any subsequent annual report and unaudited quarterly financial statements issued by the Issuer; and

• (e) all documents issued by the Issuer and stated to be incorporated in this Information Memorandum by reference, including, in the case of any series of Notes, the relevant Pricing Supplement.

Any statement contained in this Information Memorandum or in any of the documents incorporated by reference in, and forming part of, this Information Memorandum, shall be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement (including whether expressly or by implication).

Except as provided above, no other information, including any information on the internet sites of the Issuer or in any document incorporated by reference in any of the documents described above, is incorporated by reference into this Information Memorandum.

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Copies of documents which are incorporated by reference in this Information Memorandum may be obtained from the office of the Issuer or from such other person specified in a Pricing Supplement.

Investors should review, amongst other things, the documents which are deemed to be incorporated by reference in this Information Memorandum when deciding whether or not to subscribe for, purchase or otherwise deal in any Notes or any rights in respect of any Notes.

References to internet site addresses

Any internet site addresses provided in this Information Memorandum are for reference only and, unless expressly stated otherwise, the content of any such internet site is not incorporated by reference into, and does not form part of, this Information Memorandum.

No independent verification

The only role of the Arranger, the Dealers and the Agents in the preparation of this Information Memorandum has been to confirm to the Issuer that their respective details, Australian Business Number (“ ABN ”) and Australian financial services licence (“ AFSL ”) numbers (where applicable) in the sections entitled “Summary of the Programme” and “Directory” below are accurate as at the Preparation Date (as defined below).

Apart from the foregoing, none of the Arranger, the Dealers or the Agents has independently verified the information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility is accepted, by any of them, as to the accuracy or completeness of this Information Memorandum or any further information supplied by the Issuer in connection with the Programme or any Notes.

The Arranger, the Dealers and the Agents expressly do not undertake to review the financial condition or affairs of the Issuer at any time or to advise any holder of a Note of any information coming to their attention with respect to the Issuer and make no representations as to the ability of the Issuer to comply with its obligations under the Notes.

No authorisation

No person has been authorised to give any information or make any representations not contained in or consistent with this Information Memorandum in connection with the Issuer, the Programme or the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Arrangers, the Dealers or any of the Agents.

Intending purchasers to make independent investment decision and obtain tax advice

This Information Memorandum contains only summary information concerning the Notes. Neither the information contained in this Information Memorandum nor any other information supplied in connection with the Programme or the issue of any Notes is intended to provide the basis of any credit or other evaluation and should not be considered or relied on as a recommendation or a statement of opinion (or a report of either of those things) by the Issuer, the Arrangers, the Dealers or any Agent that any recipient of this Information Memorandum or any other information supplied in connection with the Programme or the issue of any Notes should subscribe for, purchase or otherwise deal in any Notes or any rights in respect of any Notes.

Each investor contemplating subscribing for, purchasing or otherwise dealing in any Notes or any rights in respect of any Notes should:

• make and rely upon (and shall be taken to have made and relied upon) its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer;

• determine for themselves the relevance of the information contained in this Information Memorandum and any other information supplied in connection with the Programme or the

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issue of any Notes, and must base their investment decision solely upon such independent assessment and investigation as they consider necessary; and

• consult their own tax advisers concerning the application of any tax laws applicable to their particular situation.

No advice is given in respect of the legal or taxation treatment of investors or purchasers in connection with an investment in any Notes or rights in respect of them and each investor is advised to consult its own professional adviser.

Risks

Neither this Information Memorandum nor any other information supplied in connection with the Programme or the issue of any Notes describes the risks of an investment in any Notes. Prospective investors should consult their own professional, financial, legal and tax advisers about risks associated with an investment in any Notes and the suitability of investing in the Notes in light of their particular circumstances.

No offer

This Information Memorandum does not, and is not intended to, constitute an offer or invitation by or on behalf of the Issuer, the Arranger, the Dealers or the Agents to any person to subscribe for, purchase or otherwise deal in any Notes.

Selling restrictions and no disclosure

Neither this Information Memorandum nor any other disclosure document in relation to the Notes has been, or will be, lodged with the Australian Securities and Investments Commission (“ ASIC ”). No action has been taken which would permit an offering of the Notes in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act.

The Information Memorandum is not a prospectus or other disclosure document for the purposes of the Corporations Act.

For a description of certain restrictions on offers, sales and deliveries of the Notes, and on distribution of this Information Memorandum, any Pricing Supplement or other offering material relating to the Notes, see the section entitled “Selling Restrictions” below.

A person may not (directly or indirectly) offer for subscription or purchase or issue an invitation to subscribe for or buy Notes, nor distribute or publish this Information Memorandum or any other offering material or advertisement relating to the Notes except if the offer or invitation, or distribution or publication, complies with all applicable laws, regulations and directives.

No registration in the United States

Notes issued under the Programme are not required to be registered under the Securities Act. Accordingly, no registration statement has been filed with the U.S. Securities and Exchange Commission (“ SEC ”). The Notes have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Information Memorandum. Any representation to the contrary is a criminal offence in the United States.

The Notes may not be offered, sold, delivered or transferred, at any time, within the United States of America, its territories or possessions or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (“ Regulation S ”)) except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.

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Agency and distribution arrangements

The Issuer has agreed to pay fees to the Agents for undertaking their respective roles and reimburse them for certain of their expenses incurred in connection with the Programme and the offer and sale of Notes.

The Issuer may also pay a Dealer a fee in respect of the Notes subscribed by it, may agree to reimburse the Arranger and/or the Dealers for certain expenses incurred in connection with this Programme and may indemnify the Dealers against certain liabilities in connection with the offer and sale of Notes.

The Issuer, the Arrangers, the Dealers and the Agents, and their respective related entities, directors, officers and employees may have pecuniary or other interests in the Notes and may also have interests pursuant to other arrangements and may receive fees, brokerage and commissions and may act as principal in dealing in any Notes.

The distribution and use of this Information Memorandum, including any Pricing Supplement, advertisement or other offering material, and the offer or sale of Notes may be restricted by law in certain jurisdictions and intending purchasers and other investors should inform themselves about them and observe any such restrictions. In particular, no action has been taken by any of the Issuer, the Arranger, the Dealers or any Agents which would permit a public offering of any Notes or distribution of this Information Memorandum or any such document in any jurisdiction where action for that purpose is required.

Stabilisation

In connection with any issue of Notes, the Dealer designated as stabilising manager (if any) in the relevant Pricing Supplement may over-allot or effect transactions outside Australia which stabilise or maintain the market price of the Notes of the relevant Series at a level which might not otherwise prevail. Such stabilising, if commenced, may be discontinued at any time. Such stabilising shall be in compliance with all relevant laws and regulations. Such stabilising activities are not permitted on a market operated in Australia.

References to ratings

There are references in this Information Memorandum to credit ratings. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency. Each credit rating should be evaluated independently of any other credit rating.

Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and anyone who receives this Information Memorandum must not distribute it to any person who is not entitled to receive it.

Currencies

In this Information Memorandum, references to “ A$ ” or “ Australian dollars ” are to the lawful currency of the Commonwealth of Australia.

Currency of information

The information contained in this Information Memorandum is prepared as of its Preparation Date. Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection with this Information Memorandum at any time implies that the information contained in it is correct, that any other information supplied in connection with the Programme or the issue of Notes is correct or that there has not been any change (adverse or otherwise) in the financial conditions or affairs of the

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Issuer at any time subsequent to the Preparation Date. In particular, the Issuer is not under any obligation to any person to update this Information Memorandum at any time after an issue of Notes.

In this Information Memorandum, “ Preparation Date ” means:

• in relation to this Information Memorandum, the date indicated on its face or, if the Information Memorandum has been amended or supplemented, the date indicated on the face of that amendment or supplement;

• in relation to information statements, annual reports and any financial statements incorporated in this Information Memorandum, the date up to or as at the date on which such information statements, annual reports and financial statements relate; and

• in relation to any other item of information which is to be read in conjunction with this Information Memorandum, the date indicated on its face as being its date of release or effectiveness.

Listing

An application may be made for Notes to be issued pursuant to the Programme to be listed on the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624 691) (“ ASX ”). As at the Preparation Date, Notes which are listed on the ASX will not be transferred through or registered on the Clearing House Electronic Subregister System (“ CHESS ”) operated by ASX Settlement Pty Limited (ABN 49 008 504 532) although this may take place in the future.

No waiver of privileges and immunities

The issuance and distribution of this Information Memorandum and any offering and sale of the Notes is not a waiver by the Issuer or by any of its members, governors, alternate governors, executive directors, alternate executive directors, officers or employees of any other rights, immunities, privileges or exemptions conferred upon any of them by the Agreement Establishing the Asian Development Bank (“ Charter ”) or by any statute, law or regulation of any member of the Issuer or any political subdivision of any member, all of which are expressly reserved.

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Programme Summary

The following is a brief summary only and should be read in conjunction with the rest of this Information Memorandum and in conjunction with the relevant Pricing Supplement and, to the extent applicable, the Terms and Conditions of the Notes. Unless otherwise defined in this Programme Summary or the Important Notice, each capitalised term referred to in this Programme Summary has the meaning given to it in the Terms and Conditions of the Notes. A reference to a “Pricing Supplement” does not limit the provisions or features of this Programme which may be supplemented, amended, modified or replaced by a Pricing Supplement in relation to a particular Tranche or Series of Notes.

Issuer: Asian Development Bank. Programme: A non-underwritten revolving medium term note programme under which, subject to applicable laws and directives, the Issuer may elect to issue medium term notes (“ Notes ”) in the Australian domestic capital market in registered uncertificated form. There is no limit on the aggregate principal amount of Notes which may be issued by the Issuer under the Programme. Subject to all applicable laws and directives, the Issuer may issue Notes in any country including Australia and countries in Europe and Asia but not in the United States of America unless such Notes are registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available. Term: The term of the Programme continues until terminated by the Issuer. For the avoidance of doubt, the Issuer may issue Notes with any tenor, as specified in the relevant Pricing Supplement, (but not less than 365 days) on any date prior to the termination of the Programme. Arrangers: Royal Bank of Canada (ABN 86 076 940 880) Westpac Banking Corporation (ABN 33 007 457 141) Dealers: Dealers will be appointed from time to time in accordance with the Programme Agreement dated 13 February 2006 for the Programme as amended and restated on 21 December 2016 (“ Programme Agreement ”). Contact details and particulars of the ABN and AFSL for each of the above named Arrangers and Dealers are set out in the section entitled “Directory” below. Additional Dealers may be appointed by the Issuer from time to time for a specific Tranche or Series of Notes only or to the Programme generally.

Lead Manager: The Issuer may appoint, in relation to any Tranche or Series of Notes, one or more Dealers as the Lead Manager of that Tranche or Series and the details of the appointment will be specified in the relevant Pricing Supplement and Subscription Agreement.

Registrar: Reserve Bank of Australia or Citigroup Pty Limited (ABN 88 004 325 080), or any other person appointed by the Issuer to perform registry functions and establish and maintain a Register (as defined below) in or outside Australia on the Issuer’s behalf from time to time (“ Registrar ”). Details of additional appointments in respect of a Tranche or Series will be notified in the applicable Pricing Supplement.

Issuing and Paying Reserve Bank of Australia or Citigroup Pty Limited (ABN 88 004 325 080), or Agent: such other person appointed by the Issuer to act as issuing agent or paying agent on the Issuer’s behalf from time to time in Australia in respect of a

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Tranche or Series (“ Issuing and Paying Agent ”) as will be notified in the applicable Pricing Supplement.

Calculation Agents: If a Calculation Agent is required for the purpose of calculating any amount or making any determination under a Note, such appointment will be notified in the applicable Pricing Supplement. The Issuer may terminate the appointment of the Calculation Agent, appoint additional or other Calculation Agents or elect to have no Calculation Agent. Where no Calculation Agent is appointed, the calculation of interest, principal and other payments in respect of the relevant Notes will be made by the Issuer.

Agents: Each Registrar, Issuing and Paying Agent, Calculation Agent and any other person appointed by the Issuer to perform other agency functions with respect to any Tranche or Series of Notes (details of such appointment may be set out in the applicable Pricing Supplement).

Form of Notes: Notes will be issued in registered uncertificated form and will be debt obligations of the Issuer which are constituted by, and owing under a Second Deed Poll dated 21 December 2016, as amended or supplemented from time to time, or such other deed poll executed by the Issuer as may be specified in an applicable Pricing Supplement (each a “ Deed Poll ”).

Notes will take the form of entries on a register (“ Register ”) maintained by the Registrar. The Notes of any Series may be described as “Notes”, “Bonds”, “Instruments” or by any other marketing name specified in the relevant Pricing Supplement. There is no trustee for the holders of Notes.

Status: The Notes of each Series constitute direct and unsecured obligations of the Issuer ranking pari passu , without any preference among themselves, with all other unsecured and unsubordinated obligations of the Issuer. Negative Pledge: Notes will have the benefit of a negative pledge, as described and subject to the exceptions set out in Condition 6 (“Negative Pledge”). Issuance in Series : Notes will be issued in Series. Each Series may comprise one or more Tranches issued on different issue dates. The Notes of each Series will all be subject to identical terms, except that:

• the issue date and the amount of the first payment of interest may be different in respect of different Tranches of a Series; and

• a Series may comprise Notes in more than one denomination.

The Notes of each Tranche of a Series are intended to be fungible with the other Tranches of Notes of that Series.

Maturities: Subject to all applicable laws and directives, Notes may have any maturity as specified in the relevant Pricing Supplement, but not less than 365 days.

Currencies: Subject to all applicable laws and directives, Notes will be denominated in Australian dollars or such other freely tradeable currency or currencies as may be specified in the relevant Pricing Supplement.

Issue Price : Notes may be issued at any price on a fully or partly paid basis, as specified in the relevant Pricing Supplement.

Interest : Notes may be interest bearing or non-interest bearing. Interest (if any) may accrue at a fixed, floating or other variable rate and may vary during the life of a Series.

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Denominations :

Clearing Systems:

Subject to all applicable laws and directives, Notes will be issued in minimum denominations of A$500,000 or (if a larger principal amount) an integral multiple of such other amount specified in the relevant Pricing Supplement provided that the consideration payable to the Issuer is not less than A$500,000.

Notes may be transacted either within or outside any Clearing System (as defined below).

The Issuer may apply to Austraclear Ltd (ABN 94 002 060 773) (“ Austraclear ”) for approval for Notes to be traded on the clearing and settlement system operated by it (“ Austraclear System ”). Upon approval by Austraclear, the Notes will be traded through Austraclear in accordance with the rules and regulations of the Austraclear System.

Such approval by Austraclear is not a recommendation or endorsement by Austraclear of such Notes.

Transactions relating to interests in the Notes may also be carried out through the settlement system operated by Euroclear Bank S.A./N.V. (“ Euroclear ”), the settlement system operated by Clearstream Banking S.A. (“ Clearstream, Luxembourg ”) or any other clearing system outside Australia specified in the relevant Pricing Supplement (the Austraclear System, Euroclear, Clearstream, Luxembourg and any other clearing system specified in the relevant Pricing Supplement, each a “ Clearing System ”).

Interests in the Notes traded in the Austraclear System may be held for the benefit of Euroclear or Clearstream, Luxembourg. In these circumstances, entitlements in respect of holdings of interests in Notes in Euroclear would be held in the Austraclear system by a nominee of Euroclear (currently HSBC Custody Nominees (Australia) Limited) while entitlements in respect of holdings of interests in Notes in Clearstream, Luxembourg would be held in the Austraclear system by a nominee of J.P. Morgan Chase Bank, N.A. as custodian for Clearstream, Luxembourg.

The rights of a holder of interests in a Note held through Euroclear or Clearstream, Luxembourg are subject to the respective rules and regulations for accountholders of Euroclear and Clearstream, Luxembourg, the terms and conditions of agreements between Euroclear and Clearstream, Luxembourg and their respective nominee and the rules and regulations of the Austraclear System, be subject to the Corporations Act and the requirements for minimum consideration as set out in the Conditions.

The Issuer will not be responsible for the operation of the clearing arrangements which is a matter for the clearing institutions, their nominees, their participants and the investors.

Title :

Entry of the name of a person in the Register in respect of a Note in registered uncertificated form constitutes the obtaining or passing of title to the Note and is conclusive evidence that the person so entered is the registered holder of that Note subject to correction for fraud or proven error.

Title to Notes which are held in a Clearing System will be determined in accordance with the rules and regulations of the relevant Clearing System.

Notes which are held in the Austraclear System will be registered in the name of Austraclear.

No certificates in respect of any Notes will be issued unless the Issuer determines that certificates should be available or it is required to do so

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pursuant to any applicable law, regulation or directive.

Title to other Notes which are not lodged in a Clearing System will depend on the form of those Notes as specified in the relevant Pricing Supplement.

Payments:

Payments to persons who hold Notes through a Clearing System will be made in accordance with the rules and regulations of the relevant Clearing System.

If Notes are not lodged in a Clearing System, then payments in respect of those Notes will be made to the account of the registered holder noted in the Register as at 5:00 p.m. in the place where the Register is maintained on the relevant Record Date. If no account is notified, then payments will be made by cheque mailed on the Business Day immediately preceding the relevant payment date to the registered holder at its address appearing on the Register on the Record Date or in such other manner as the Issuer considers appropriate.

The Record Date is 5:00 p.m. in the place where the Register is maintained on the eighth calendar day before a payment date or such other period specified in the relevant Pricing Supplement.

Selling Restrictions:

The offer, sale and delivery of Notes and the distribution of this Information Memorandum and other material in relation to any Notes are subject to such restrictions as may apply in any country in connection with the offer and sale of a particular Tranche or Series of Notes. In particular, restrictions on the offer, sale or delivery of Notes in Australia, the United States of America, the United Kingdom, Japan, Hong Kong and Singapore are set out in the section entitled “Selling Restrictions” below.

Restrictions on the offer, sale and/or distribution of Notes may also be set out in the relevant Pricing Supplement.

Transfer Procedure : Notes may only be transferred in whole and in accordance with the Conditions.

In particular, Notes may only be transferred if:

• (a) in the case of Notes to be transferred in, or into, Australia:

• (i) the offer or invitation giving rise to the transfer is for an aggregate consideration of at least A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the transferor or its associates to the transferee) or does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act;

• (ii) the transfer is not to a “retail client” for the purposes of section 761G of the Corporations Act; and

• (iii) the transfer complies with Banking (Exemption) Order No. 82 as if it applied to the Issuer mutatis mutandis (and which, as at the date of this Information Memorandum, requires all offers and transfers of any parcels of Notes to be for an aggregate principal amount of not less than A$500,000); and

• (b) at all times, the transfer complies with all applicable laws and directives of the jurisdiction where the transfer takes place.

Transfers of Notes held in a Clearing System will be made in accordance with

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the rules and regulations of the relevant Clearing System.

Stamp duty:

Any stamp duty incurred on a transfer of Notes will be for the account of the relevant investors.

As at the date of this Information Memorandum, no ad valorem stamp duty is payable in any Australian State or Territory on the issue, transfer or redemption of the Notes. However, investors are advised to seek independent advice regarding any stamp duty or other taxes imposed by another jurisdiction upon the issue, transfer or redemption of Notes, or interests in Notes, in any jurisdiction.

Taxation:

Each payment (whether in respect of principal, interest or otherwise) will be subject to any fiscal or other laws and regulations applicable thereto.

As at the date of this Information Memorandum, payments of principal, interest and other amounts by the Issuer to the Registrar on any Note to be issued under the Programme are not subject to, and may be made without withholding or deduction for, or on account of, any tax or duty of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any authority thereof having power to tax.

Payments in respect of the Notes will be made without gross-up for any present or future taxes, duties, assessments or governmental charges whatsoever.

A brief overview of the Australian taxation treatment of payments of interest on Notes is set out in the section entitled “Australian Taxation” below.

Investors should obtain their own taxation and other applicable advice regarding the taxation and other fiscal status of investing in Notes.

Listing: An application may be made for Notes to be issued pursuant to the Programme to be listed on the ASX or on any other stock or securities exchange (in accordance with applicable laws and directives). Notes which are listed on the ASX will not be transferred through or registered on the Clearing House Electronic Subregister System (“ CHESS ”) operated by ASX Settlement Pty Limited (ABN 49 008 504 532) and will not be “Approved Financial Products” for the purposes of that system. Interest in the Notes will instead be held in, and transferable through, the Austraclear System.

The applicable Pricing Supplement in respect of the issue of any Tranche of Notes will specify whether or not such Notes will be quoted on the ASX or any other stock or securities exchange.

Governing law: The Notes and all related documentation will be governed by the laws of New South Wales.

Use of Proceeds: The net proceeds of any issue of Notes will be included in the ordinary capital resources of the Issuer and used in its ordinary operations.

Rating : As at the date of this Information Memorandum this Programme has been rated AAA by S&P Global Ratings, a division of the McGraw-Hill Companies, Inc., AAA by Fitch, Inc. and Aaa by Moody’s Investors Service, Inc.

A credit rating is not a recommendation to buy, sell or hold Notes and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency.

Credit ratings are for distribution only to a person (a) who is not a “retail client”

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within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and anyone who receives this Information Memorandum must not distribute it to any person who is not entitled to receive it.

Investors to obtain independent advice with respect to investment and other risks:

This Information Memorandum does not describe all of the risks of an investment in any Notes. Prospective investors should consult their own professional, financial, legal and tax advisers about risks associated with an investment in any Notes and the suitability of investing in the Notes in light of their particular circumstances.

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Issuer Profile

ASIAN DEVELOPMENT BANK

The Asian Development Bank (“ ADB ”) is a multilateral development bank established in 1966 under the Agreement Establishing the Asian Development Bank (the “ Charter ”) and owned by its member states. ADB’s main goal is to reduce poverty in Asia and the Pacific region through inclusive economic growth, environmentally sustainable growth, and regional integration. ADB pursues its goal primarily by providing various forms of financial assistance to its developing member countries such as loans, technical assistance, grants, guarantees, and equity investments.

Purposes and Functions of ADB

The vision of ADB is an Asia and Pacific region free of poverty. Its mission is to help its developing member countries reduce poverty and improve living conditions and quality of life.

ADB’s primary activity is making loans to finance projects or programs located within the territories of its developing member countries. Such activity is divided into ordinary operations and special operations, for which separate financial statements are maintained. Ordinary operations are financed from ordinary capital resources (“ OCR ”) and special operations are financed from special funds resources, most of which are contributed by members. Under the Charter, ADB’s ordinary capital resources and special funds resources must at all times be held and used entirely separately from each other.

In addition to its lending operations, ADB issues guarantees and makes equity investments. ADB also extends technical assistance in the form of grants or loans for project preparation and evaluation, development planning and other purposes. ADB also provides policy dialogues and advisory services and mobilises financial resources through its cofinancing operations tapping official, commercial and export credit sources to maximise the development impact of its assistance. To complement ADB’s activities in development research and training, ADB has established the Asian Development Bank Institute, a subsidiary body of ADB, located in Tokyo, Japan, the primary objective of which is to improve management capacities of agencies and organisations engaged in development activities.

On 29 April 2015, the Board of Governors adopted the resolution authorizing the termination of the lending operations of the Asian Development Fund (“ ADF ”), the concessional lending window of ADB, and the transfer of ADF loans and certain other assets to OCR effective 1 January 2017. The new initiative will expand ADB’s lending capacity—particularly to poor countries and the private sector, enhance ADB’s risk-bearing capacity, and strengthen its readiness to respond to future economic crises and natural disasters. Currently, OCR loans are provided to middle-income countries at marketbased rates. After the transfer, lower income countries currently eligible for ADF loans will continue to receive concessional loans from the expanded OCR on the same terms and conditions as current ADF loans, and the ADF will be retained as a grant-only operation providing assistance to eligible countries.

The Charter

The Charter is ADB’s governing constitution. It establishes the status, immunities, exemptions, and privileges of ADB, describes its purposes, capital structure and organisation, authorises the operations in which it may engage and prescribes limitations on the carrying out of those operations. The Charter also contains, among other things, provisions with respect to the admission of additional members, increases of the authorised capital stock, the terms and conditions under which ADB may make or guarantee loans, the use of currencies held by it, the withdrawal and suspension of members and the suspension and termination of ADB’s operations.

Under the Charter, membership in ADB is open to (i) members and associate members of the United Nations Economic and Social Commission for Asia and the Pacific, and (ii) other regional countries and non-regional developed countries which are members of the United Nations or of any of its specialised agencies. Within the foregoing limitations, new members may be admitted upon the affirmative vote of two-thirds of the total number of Governors representing not less than three-quarters of the total voting power of the members.

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The Charter provides that no new membership subscription shall be authorised which would have the effect of reducing the aggregate of capital stock held by regional members below 60% of the total subscribed capital stock. Although any member may withdraw from ADB by delivering written notice, any such member remains liable for all direct and contingent obligations to ADB to which it was subject at the date of delivery of such notice, including its obligations in respect of callable capital. No member has withdrawn from ADB since its establishment.

The Charter may be amended only by resolution of the Board of Governors approved by a two-thirds majority of the total number of Governors representing not less than three-quarters of the total voting power of the members. The unanimous agreement of the Board of Governors is required for the approval of any amendment modifying the right to withdraw from ADB, the pre-emptive rights to purchase capital stock or the limitation on liability of members. The Charter provides that any question of interpretation of its provisions arising between any member and ADB or between ADB’s members shall be submitted to the Board of Directors for decision. Such decision may then be submitted to the Board of Governors, whose decision shall be final.

Legal Status, Privileges and Immunities

The Charter contains provisions which accord to ADB legal status and certain immunities and privileges in the territories of each of its members. Certain of these provisions are summarised below.

ADB has full juridical personality with capacity to contract, to acquire and dispose of immovable and movable property and to institute legal proceedings. It is immune from every form of legal process, unless it chooses to waive such immunity, except in cases arising out of or in connection with the exercise of its powers to borrow money, to guarantee obligations or to buy and sell or underwrite the sale of securities. In such cases actions may be brought against ADB in a court of competent jurisdiction in the territory of a country in which it has its principal or a branch office, has appointed an agent for accepting service or notice of process, or has issued or guaranteed securities. No action against ADB may be brought by its members or persons acting for, or deriving claims from, its members.

The Governors, Alternate Governors, Executive Directors, Alternate Executive Directors, officers and employees of ADB, including experts performing missions for it, are immune from legal process for acts performed by them in their official capacities, except when ADB waives such immunity.

The property and assets of ADB are immune from all forms of seizure, attachment or execution before the delivery of final judgment against it. Such property and assets are also immune from search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action. The archives of ADB are inviolable.

Taxation

The Charter provides that the Notes and the interest thereon are not subject to any tax by a member of ADB (a) which tax discriminates against the Notes solely because they are issued by ADB, or (b) if the sole jurisdictional basis for the tax is the place or currency in which the Notes are issued, made payable or paid, or the location of any office or place of business maintained by ADB. Also, under the Charter, ADB is exempt from any obligation imposed by a member of ADB for the payment, withholding or collection of any tax or duty on the Notes. Accordingly, payments on the Notes will be made to the Calculation and Paying Agent without deduction in respect of such tax or duty. However, tax withholding requirements may apply to payments made by financial intermediaries acting in any capacity other than as ADB’s Calculation and Paying Agent.

ADB and its assets, property, income and its operations and transactions are exempt from all taxation and from all customs duties imposed by any member.

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ADB Rating

ADB has been assigned an AAA credit rating from S&P Global Ratings, an Aaa credit rating from Moody's Investors Service and an AAA credit rating from Fitch Ratings.

The ratings mentioned above are accurate as of the date of this Information Memorandum. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Recent Developments

On 4 May 2016, ADB’s Board of Governors approved the following with respect to its 2015 reported net income of U.S.$537.1 million after appropriation of guarantee fees to the special reserve:

• (a) U.S.$43.3 million, representing the adjustment to the loan loss reserve as of 31 December 2015, be added from the loan loss reserve to the net income;

• (b) U.S.$212.7 million, representing the ASC 815/825 adjustments and the unrealised portion of net income from equity investments accounted for under the equity method for the year ended 31 December 2015, be added to the cumulative revaluation adjustments account;

• (c) U.S.$207.7 million be allocated to the ordinary reserve;

• (d) U.S.$120.0 million be allocated to the Asian Development Fund; and

• (e) U.S.$40.0 million be allocated to the Technical Assistance Special Fund.

On 12 December 2016, Ingrid van Wees succeeded Thierry de Longuemar as Vice-President for Finance and Risk Management.

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Terms and Conditions of the Notes

The following are the Terms and Conditions of the Notes which, as amended, supplemented, modified or replaced in relation to any Notes by the relevant Pricing Supplement, will be applicable to each Series of Notes. References to the “Pricing Supplement” in these conditions do not limit the provisions which may be supplemented, amended, modified or replaced by the Pricing Supplement in relation to a particular Series of Notes.

The Notes are not the obligations of any government and, in particular, are not guaranteed by the Commonwealth of Australia.

The Notes will be unsecured debt obligations of the Issuer owing under the Deed Poll and will take the form of entries in the Register. A copy of the Deed Poll is available for inspection by Noteholders during normal business hours at the offices of the Arrangers specified in this Information Memorandum as amended or supplemented from time to time.

Each Tranche will be the subject of a Pricing Supplement, copies of which are available for inspection by the holder of any Note of such Tranche at the offices of the Lead Manager.

Each Noteholder and any person claiming through or under a Noteholder is deemed to have notice of and is bound by these Terms and Conditions, the Deed Poll, the Information Memorandum and the Agency Agreement.

1 Interpretation

1.1 Definitions

The following words have these meanings in these terms and conditions unless the contrary intention appears:

Agency Agreement means:

• (a) the agreement entitled “Registry Services Agreement” and dated 15 September 1998, between the Issuer and Reserve Bank of Australia;

• (b) the agreement entitled “Agency and Registry Services Agreement” and dated 2 July 2012, between the Issuer and Citigroup Pty Limited (ABN 88 004 325 080);

• (c) any other agreement between the Issuer and a Registrar in relation to the establishment and maintenance of a Register (and/or the performance of any payment or other duties) for any issue of Notes; and/or

• (d) any other agency agreement between the Issuer and an Agent in connection with any issue of Notes;

Agent means each of the Registrar, the Issuing and Paying Agent, the Calculation Agent and any additional agent appointed under an Agency Agreement, or any of them as the context requires;

Amortised Face Amount means in relation to a non-interest bearing Note, an amount equal to the sum of:

• (a) the Issue Price specified in the Pricing Supplement; and

• (b) the product of the Amortisation Yield specified in the Pricing Supplement (compounded as set out in the Pricing Supplement) being applied to the Issue Price from (and including) the Issue Date specified in the Pricing Supplement to (but

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excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and repayable.

Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of the Day Count Fraction specified in the Pricing Supplement for the purposes of this definition;

Applicable Business Day Convention means the Business Day Convention specified in the Pricing Supplement as applicable to any date in respect of the Note or, if none is specified, the Applicable Business Day Convention for such purpose is the Following Business Day Convention. Different Business Day Conventions may apply, or be specified in relation to, the Interest Payment Dates, Interest Period End Dates and any other date or dates in respect of any Notes;

Austraclear means Austraclear Ltd (ABN 94 002 060 773);

Austraclear Regulations means the regulations known as the “Austraclear Regulations”, together with any instructions or directions, (as amended or replaced from time to time) established by Austraclear to govern the use of the Austraclear System and binding on the participants of that system;

Austraclear System means the clearing and settlement system operated by Austraclear in Australia for holding securities and electronic recording and settling of transactions in those securities between members of that system;

Business Day means a day (other than a Saturday or 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 such place(s) as may be specified in the relevant Pricing Supplement;

Business Day Convention means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the following Business Day Conventions, where specified in the Pricing Supplement in relation to any date applicable to any Note, have the following meanings:

• (a) Following Business Day Convention means that the date is postponed to the first following day that is a Business Day;

• (b) Modified Following Business Day Convention or Modified Business Day Convention means that the date is postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date is the first preceding day that is a Business Day; and

• (c) Preceding Business Day Convention means that the date is brought forward to the first preceding day that is a Business Day;

Calculation Agent means, in respect of a Series, the entity specified as such (if any) in the relevant Pricing Supplement as the party responsible for calculating the Interest Rate and other amounts required to be calculated under these Terms and Conditions;

Charter means the Agreement Establishing the Asian Development Bank;

Clearing System means:

• (a) the Austraclear System; or

• (b) any other clearing system outside Australia specified in the Pricing Supplement;

Condition means the correspondingly numbered condition in these Terms and Conditions.

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Corporations Act means the Corporations Act 2001 of Australia.

Day Count Fraction means, in respect of the calculation of an amount for any period of time (“ Calculation Period ”), the day count fraction specified in the Pricing Supplement and:

• (a) if “ Actual/Actual ” is specified, means the actual number of days in the Calculation Period divided by 365 or, if any portion of the Calculation Period falls in a leap year, the sum of:

• (i) the actual number of days in the portion of the Calculation Period falling in a leap year divided by 366; and

• (ii) the actual number of days in the portion of the Calculation Period falling in a non-leap year divided by 365;

• (b) if “ Actual/365 (Fixed) ” is specified, means the actual number of days in the Calculation Period divided by 365;

• (c) if “ Actual/360 ” is specified, means the actual number of days in the Calculation Period divided by 360;

• (d) if “ 30/360 ” or “ Bond Basis ” is specified, means the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:

[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1) Day Count Fraction =

360

where:

• “ Y1 ” is the year, expressed as a number, in which the first day of the Calculation Period falls;

• “ Y2 ” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

• “ M1 ” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

• “ M2 ” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

• “ D1 ” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

• “ D2 ” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

• (e) if “ 30E/360 ” or “ Eurobond Basis ” is specified, means the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:

[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1) Day Count Fraction = 360

where:

• “ Y1 ” is the year, expressed as a number, in which the first day of the Calculation Period falls;

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• “ Y2 ” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

• “ M1 ” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

• “ M2 ” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

• “ D1 ” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

• “ D2 ” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; and

• (f) if “ RBA Bond Basis ” is specified, means one divided by the number of Interest Payment Dates in a year (or where the Calculation Period does not constitute an Interest Period, the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of:

• (i) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and

• (ii) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365));

Deed Poll means:

• (g) the deed poll entitled “Second Deed Poll” dated 21 December 2016; and

• (h) such other deed poll that supplements, amends, restates, modifies or replaces the deed poll referred to above, or which is otherwise acknowledged in writing to be a deed poll for the purposes of the Programme,

in each case, executed by the Issuer;

Denomination means the notional face value of a Note specified in the Pricing Supplement;

Early Termination Amount means in relation to a Note, the Outstanding Principal Amount or, if the Note is non-interest bearing, the Amortised Face Amount or such other redemption amount as may be specified in, or determined in accordance with the Pricing Supplement;

Event of Default has the meaning given to it in Condition 9 (“Event of Default”);

Extraordinary Resolution has the meaning given to it in the Meeting Provisions;

Information Memorandum means, in relation to a Note:

• (a) the Information Memorandum dated 21 December 2016 or the then latest information memorandum which replaces the document; or

• (b) the information memorandum or other offering document referred to in the Pricing Supplement,

in each case, prepared by, or on behalf of, and approved in writing by, the Issuer in connection with the issue of Notes and all documents incorporated by reference in it, including any applicable Pricing Supplement and any other applicable amendments or supplements to it;

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Interest Accrual Period means, in respect of an Interest Period, each successive period beginning on and including an Interest Period End Date and ending on but excluding the next succeeding Interest Period End Date during that Interest Period provided that the first Interest Accrual Period commences on and includes the Interest Commencement Date and the final Interest Accrual Period ends on but excludes the date of final maturity;

Interest Commencement Date means the date of issue of the Notes as specified in the Pricing Supplement or such other date as may be specified as such in the Pricing Supplement;

Interest Payment Date means the date or dates specified as such in, or determined in accordance with the provisions of, the Pricing Supplement and adjusted, if necessary, in accordance with the Applicable Business Day Convention;

Interest Period End Date means the dates specified as such in, or determined in accordance with the provisions of, the Pricing Supplement as adjusted, if necessary, in accordance with the Applicable Business Day Convention or, if no date or dates are specified in the Pricing Supplement, means the dates which correspond with the Interest Payment Dates in respect of the Notes;

Interest Period means each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date provided that the first Interest Period commences on and includes the Interest Commencement Date and the final Interest Period ends on but excludes the date of final maturity;

Interest Rate means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the Pricing Supplement, or calculated or determined in accordance with the Terms and Conditions and the Pricing Supplement and subject, at all times, if any such rate is below zero, that such rate will be deemed to be zero, unless otherwise stated in the Pricing Supplement;

Issue Date means, in respect of a Note, the date on which the Note is, or is to be, issued and as may be specified in, or determined in accordance with, the Pricing Supplement;

Issue Price means the price as set out in the Pricing Supplement;

Issuer means Asian Development Bank;

Issuing and Paying Agent means:

• (a) Reserve Bank of Australia;

• (b) Citigroup Pty Limited (ABN 88 004 325 080); and/or

• (c) any other person appointed by the Issuer under an Agency Agreement and specified in the relevant Pricing Supplement to perform issue and paying agency functions on the Issuer’s behalf with respect to a Series or Tranche of Notes;

Lead Manager means the Lead Manager specified in the Pricing Supplement;

Maturity Date means, in respect of a Note, the date specified in, or determined in accordance with, the Pricing Supplement;

Maturity Redemption Amount means in relation to a Note, the Outstanding Principal Amount or such other redemption amount as may be specified in, or calculated, or determined in accordance with the Pricing Supplement;

Maximum Interest Rate means the Maximum Interest Rate specified in, or calculated, or determined in accordance with the Pricing Supplement;

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Meeting Provisions means the provisions for the convening of meetings of, and passing of resolutions by, Noteholders and set out in a schedule to the Deed Poll;

Minimum Interest Rate means the Minimum Interest Rate specified in, or calculated, or

determined in accordance with the Pricing Supplement;

Note means medium term note being a debt obligation specified in an applicable Pricing Supplement and issued or to be issued by the Issuer which is constituted by, and owing under, the Deed Poll to a Noteholder, the details of which are recorded in, and evidenced by entry in, the Register. References to any particular type of “Note” or “Notes” shall be read and construed accordingly. All references to Notes must, unless the context otherwise requires, be read and construed as references to the Notes of a particular Series;

Noteholder means a person whose name is for the time being entered in the Register as the holder of a Note or, where a Note is owned jointly by one or more persons, the persons whose names appear in the Register as the joint owners of that Note;

Ordinary Resolution has the meaning given to it in the Meeting Provisions;

Outstanding Principal Amount means, in relation to a Note, the principal amount outstanding on that Note from time to time;

Pricing Supplement means, in respect of a Tranche, the supplement specifying the relevant issue details to that Tranche and which may be substantially in the form set out in the Information Memorandum, duly completed and signed by the Issuer;

Programme means the Issuer’s uncommitted programme for the issuance of Notes described in the Information Memorandum;

Record Date means 5:00 p.m. in the place where the Register is maintained on the date which is the eighth calendar day before the relevant date for payment or any other date so specified in the Pricing Supplement;

Register means, in respect of a Series, a register, including any branch register, of Noteholders established and maintained by the Issuer, or by a Registrar on its behalf under an Agency Agreement, in which is entered the names and addresses of Noteholders whose Notes are carried on that register, the amount of Notes held by each Noteholder and the Tranche, Series and date of issue and transfer of those Notes, and any other particulars which the Issuer sees fit;

Registrar means:

• (a) Reserve Bank of Australia;

• (b) Citigroup Pty Limited (ABN 88 004 325 080); and/or

• (c) any other person appointed by the Issuer under an Agency Agreement to establish and maintain the Register for that Series on the Issuer’s behalf from time to time;

Resolution means an Extraordinary Resolution or Ordinary Resolution, as the context requires;

Security Record has the meaning given in the Austraclear Regulations;

Series means a Tranche or Tranches of Notes which are identical, except that:

• (a) the Issue Date and the amount of the first payment of interest may be different in respect of different Tranches of a Series; and

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• (b) a Series may comprise Notes in more than one denomination; and

Tranche means Notes which are issued on the same Issue Date and the terms of which are identical in all respects (except that a Tranche may comprise Notes in more than one denomination).

1.2 Interpretation

Unless the contrary intention appears, a reference in these terms and conditions to:

• (a) these terms and conditions is a reference to these terms and conditions as modified, supplemented or replaced by the Pricing Supplement;

• (b) a group of persons is a reference to any two or more of them jointly and to each of them individually;

• (c) a document (including these terms and conditions) includes any variation or replacement of it;

• (d) a “ law ” includes common law, principles of equity, decree and any statute or other law made by any parliament (and a statute or other law made by parliament includes any regulation and other instrument under it and any consolidation, amendment, reenactment or replacement of it);

• (e) a “ directive ” includes a treaty, official directive, request, regulation, guideline or policy (whether or not having the force of law) with which responsible participants in the relevant market generally comply;

• (f) “ Australian Dollars ”, “ A$ ” or “ dollars ” is a reference to the lawful currency of the Commonwealth of Australia;

• (g) a time of day is a reference to Sydney time;

• (h) a “ person ” includes an individual, corporation, company, firm, tribunal, undertaking, association, organisation, partnership, joint venture, trust, limited liability company, an unincorporated organisation or government or any agency, instrumentality or political subdivision thereof, in each case whether or not being a separate legal entity;

• (i) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns; and

• (j) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

• (k) a reference to the “ Corporations Act ” is to the Corporations Act 2001 of Australia;

• (l) any thing (including any amount) is a reference to the whole and each part of it; and

• (m) the words “ including ”, “ for example ” or “ such as ” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

1.3 References to particular terms

Unless the contrary intention appears, in these terms and conditions:

• (a) a reference to an Agency Agreement is a reference to each Agency Agreement applicable to the Notes of the relevant Series;

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• (b) a reference to an Agent is a reference to each Agent appointed to act in respect of Notes of the relevant Series;

• (c) a reference to the Deed Poll is a reference to the Deed Poll applicable to the Notes of the relevant Series;

• (d) a reference to a Note is a reference to a Note of a particular Series specified in the Pricing Supplement;

• (e) a reference to a Noteholder is a reference to the holder of Notes of a particular Series;

• (f) a reference to a Pricing Supplement is a reference to the Pricing Supplement applicable to the Notes of the particular Tranche specified in that Pricing Supplement; and

• (g) a reference to a particular date is a reference to that date adjusted in accordance with the applicable Business Day Convention.

1.4 Number

The singular includes the plural and vice versa.

1.5

Headings

Headings are inserted for convenience and do not affect the interpretation of these terms and conditions.

1.6 Terms defined in Pricing Supplement

Terms which are defined in the Pricing Supplement as having a defined meaning have the same meaning when used in these terms and conditions but if the Pricing Supplement gives no meaning or specifies that the definition is "Not Applicable", then that definition is not applicable to the Notes.

2 Introduction

2.1 Programme

Notes are issued under the Programme.

2.2 Pricing Supplement

• (a) Notes are issued in Series. A Series may comprise one or more Tranches having one or more Issue Dates and on conditions otherwise identical (other than, to the extent relevant, in respect of the Issue Price, Issue Date and Interest Commencement Date).

• (b) The Issuer will issue Notes on the terms set out in these terms and conditions as supplemented, amended, modified or replaced by the Pricing Supplement applicable to those Notes. If there is any inconsistency between these terms and conditions and the Pricing Supplement, the Pricing Supplement prevails.

• (c) Copies of the Pricing Supplement are available for inspection or upon request by a Noteholder or prospective Noteholder during normal business hours at the office of the Issuer or the Registrar or are otherwise available on reasonable request from the Issuer or the Registrar.

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2.3 Issue restrictions

Unless otherwise specified in the Pricing Supplement, Notes may only be offered (directly or indirectly) for issue, or applications invited for the issue of Notes, if:

• (a) where the offer or invitation is made in, or into, Australia:

• (i) the aggregate consideration payable to the Issuer by the relevant subscriber is at least A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the Issuer or its associates to the subscriber) or the offer or invitation (including any resulting issue) does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act;

• (ii) the offer or invitation (including any resulting issue) does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act; and

• (iii) the offer or invitation (including any resulting issue) complies with the Banking (Exemption) Order No. 82 dated 23 September 1996 promulgated by the Assistant Treasurer of Australia as if it applied to the Issuer mutatis mutandis ; and

• (b) at all times, the offer or invitation (including any resulting issue) complies with all applicable laws and directives in the jurisdiction in which the offer, invitation or issue takes place.

2.4 Denomination

Notes are issued in such Denomination(s) as specified in the Pricing Supplement.

2.5 Currency

Subject to compliance with all applicable legal and regulatory requirements, Notes may be denominated in Australian dollars or such other freely transferable and freely available currency or currencies as specified in the Pricing Supplement.

2.6 Clearing Systems

If the Notes are held in a Clearing System, the rights of a person holding an interest in the Notes lodged in the Clearing System are subject to the rules and regulations of the Clearing System. The Issuer is not responsible for anything the Clearing System does or omits to do.

3 Form and title

3.1 Constitution under Deed Poll

The Notes are debt obligations of the Issuer owing under the Deed Poll and issued in registered uncertificated form by entry in the Register. Each entry in the Register constitutes a separate and individual acknowledgment to the relevant Noteholder of the indebtedness of the Issuer to the relevant Noteholder.

3.2 Independent obligations

The obligations of the Issuer in respect of each Note constitute separate and independent obligations which the Noteholder to whom those obligations are owed is entitled to enforce without having to join any other Noteholder or any predecessor in title of a Noteholder.

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3.3 Register conclusive

Entries in the Register in relation to a Note constitute conclusive evidence that the person so entered is the registered owner of the Note subject to correction for fraud or proven error. No Note will be registered in the name of more than 4 persons. A Note registered in the name of more than one person is held by those persons as joint tenants. Notes will be registered by name only without reference to any trusteeship. The person registered in the Register as a Noteholder of a Note will be treated by the Issuer and the Registrar as absolute owner of that Note and neither the Issuer nor the Registrar is, except as ordered by a court or as required by statute, obliged to take notice of any other claim to a Note.

3.4

Holder absolutely entitled

Upon a person acquiring title to any Note by virtue of becoming registered as the owner of that Note, all rights and entitlements arising by virtue of the Deed Poll in respect of that Note vest absolutely in the registered owner of the Note, such that no person who has previously been registered as the owner of the Note has or is entitled to assert against the Issuer or the Registrar or the registered owner of the Note for the time being and from time to time any rights, benefits or entitlements in respect of the Note.

3.5

Location of Register

The Register will be established and maintained in Sydney unless otherwise agreed with the Registrar.

3.6 No certificates

No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence title to a Note unless the Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable law or directive.

4 Transfers

4.1 Transfer

Noteholders may only transfer Notes in accordance with these terms and conditions.

4.2 Transfers in whole

Notes may be transferred in whole but not in part.

4.3 Conditions of transfer

Notes may only be transferred if:

• (a) in the case of Notes to be transferred in, or into, Australia, the offer or invitation giving rise to the transfer:

• (i) is for an aggregate consideration payable to the transferor by the relevant subscriber is at least A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the transferor or its associates to the subscriber) or the offer or invitation (including any resulting issue) does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act;

• (ii) does not constitute an offer or invitation to a “retail client” as defined for the purposes of section 761G of the Corporations Act; and

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• (iii) the transfer complies with Banking (Exemption) Order No. 82 dated 23 September 1996 promulgated by the Assistant Treasurer of Australia as if it applied to the Issuer mutatis mutandis ; and

• (b) at all times, the transfer complies with all applicable laws and directives of the jurisdiction where the transfer takes place.

4.4

Transfer procedures

• (a) Interests in Notes held in a Clearing System will be transferable only in accordance with the rules and regulations of that Clearing System. If a Note is lodged in the Austraclear System, neither the Issuer nor the relevant Registrar will recognise any such interest other than the interest of Austraclear as the Noteholder while that Note is lodged in the Austraclear System.

• (b) Application for the transfer of Notes not held in a Clearing System must be made by the lodgment of a transfer form with the Registrar at its office. Transfer forms must be in the form available from the Issuer or the Registrar (or such other person as may be specified in a Pricing Supplement) and:

• (i) each transfer form must be:

  • (A) duly completed and stamped (if applicable);

  • (B) accompanied by any evidence the Registrar may require to establish that the transfer form has been duly executed; and

  • (C) signed by, or on behalf of, both the transferor and the transferee; and

• (ii) transfers will be registered without charge provided taxes, duties or other governmental charges (if any) imposed in relation to the transfer have been paid.

4.5

Austraclear as Noteholder

If Austraclear is recorded in the Register as the Noteholder, each person in whose Security Record a Note is recorded is taken to acknowledge in favour of the Issuer, the Registrar and Austraclear that:

• (a) the Registrar’s decision to act as the Registrar of that Note is not a recommendation or endorsement by the Registrar or Austraclear in relation to that Note, but only indicates that the Registrar considers that the holding of the Note is compatible with the performance by it of its obligations as Registrar under the Agency Agreement; and

• (b) the Noteholder does not rely on any fact, matter or circumstance contrary to paragraph (a).

4.6 Restrictions on transfers

Transfers of Notes which are not lodged in a Clearing System cannot be made between a Record Date and the relevant Interest Payment Date if a redemption of such Note is to occur during that period in accordance with these Conditions.

4.7 Effect of transfer

Upon registration and entry of the transferee in the Register the transferor ceases to be entitled to future benefits under these Conditions in respect of the transferred Note and the transferee becomes so entitled in accordance with Condition 3.3 (“Register conclusive”).

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4.8 CHESS

Notes which are listed on the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624 691) will not be transferred through, or registered on, the Clearing House Electronic Subregister System operated by ASX Settlement Pty Limited (ABN 49 008 504 532) and will not be “Approved Financial Products” for the purposes of that system.

4.9 Estates

A person becoming entitled to a Note as a consequence of the death or bankruptcy of a Noteholder or of a vesting order or a person administering the estate of a Noteholder may, upon producing such evidence as to that entitlement or status as the Registrar considers sufficient, transfer the Note or, if so entitled, become registered as the holder of the Note.

4.10 Unincorporated associations

A transfer to an unincorporated association is not permitted and a purported transfer to an unincorporated association is not effective.

4.11 Transfer of unidentified Notes

Where the transferor executes a transfer of less than all Notes of the relevant Tranche or Series registered in its name, and the specific Notes to be transferred are not identified, the Registrar may (subject to the limit on minimum holdings) register the transfer in respect of such Notes of the relevant Tranche or Series registered in the name of the transferor as the Registrar thinks fit, provided the aggregate principal amount of the Notes registered as having been transferred equals the aggregate principal amount of the Notes expressed to be transferred in the transfer.

5 Status

The Notes of each Series constitute direct and unsecured obligations of the Issuer ranking pari passu , without any preference among themselves, with all other unsecured and unsubordinated obligations of the Issuer.

6 Negative Pledge

So long as any Notes shall be outstanding and payment thereof shall not have been made or duly provided for, the Issuer will not cause or permit to be created on any of its property or assets any mortgage, pledge or other lien or charge as security for any notes, bonds or other evidences of indebtedness heretofore or hereafter issued, assumed or guaranteed by the Issuer for money borrowed (other than purchase money mortgages and pledges or liens on property purchased by the Issuer as security for all or part of the purchase price thereof), unless the Notes shall be secured by such mortgage, pledge or other lien or charge equally and rateably with such other notes, bonds or evidences of indebtedness.

7 Interest

7.1 Interest

Notes may be interest-bearing or non interest-bearing, as specified in the Pricing Supplement.

7.2 Interest-bearing Notes

Notes which are specified in the Pricing Supplement as being interest bearing bear interest from their Interest Commencement Date at the Interest Rate and such interest is payable in arrear on each Interest Payment Date.

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Interest accrues from the Interest Commencement Date on the Outstanding Principal Amount. Interest will cease to accrue on the date of final maturity of a Note unless payment of any principal amount is improperly withheld or refused or if default is otherwise made in respect of payment thereof in which case interest continues to accrue on such principal amount (as well after as before any demand or judgment) at the Interest Rate then applicable up to but excluding the date on which the relevant payment is made.

7.3 Non-interest bearing Notes

If any Maturity Redemption Amount or Early Termination Amount in respect of any Note which is non-interest bearing is not paid when due, interest shall accrue on the overdue amount at a rate per annum (expressed as a percentage per annum) equal to the Amortisation Yield specified in, or determined in accordance with the provisions of, the Pricing Supplement.

7.4

Calculations and adjustments

The amount of interest payable in respect of any interest-bearing Note for any period is calculated by multiplying the product of the Interest Rate and the Outstanding Principal Amount by the Day Count Fraction, save that if the Pricing Supplement specifies an amount in respect of such period, the amount of interest payable in respect of such Note for such period is equal to such specified amount. Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable in respect of such Interest Period is the sum of the amounts of interest payable in respect of each of those Interest Accrual Periods.

If any Maximum Interest Rate or Minimum Interest Rate is specified in the relevant Pricing Supplement, then the Interest Rate will not in any event exceed the maximum or be less than the minimum so specified. The Minimum Interest Rate shall not be less than zero and if no Minimum Interest Rate is specified in the relevant Pricing Supplement, the minimum Interest Rate shall be zero.

For the purposes of any calculations referred to in these terms and conditions and unless otherwise specified in these terms and conditions or the Pricing Supplement:

• (a) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.);

• (b) all figures must be rounded to five decimal places (with 0.000005 being rounded up to 0.00001); and

• (c) all amounts used in or resulting from such calculations will be rounded (with one half cent being rounded up) to:

• (i) in the case of Australian dollars, one cent; and

• (ii) in the case of any other currency, the lowest amount of that currency available as legal tender in the country of that currency.

7.5 Calculation Agent

As soon as practicable after the relevant time on such date as these Terms and Conditions or the relevant Pricing Supplement may require any Amortised Face Amount, Early Termination Amount, Maturity Redemption Amount, or any other amount to be calculated, any quote to be obtained or any determination or calculation to be made by the Calculation Agent, the Calculation Agent will determine the Interest Rate in respect of each denomination of the Notes for the relevant Interest Accrual Period, Interest Period or Interest Payment Date, calculate the Amortised Face Amount, Early Termination Amount, Maturity Redemption Amount or other amount, obtain such quote or make such determination or calculation, as the case may be, and cause the Interest Rate for each Interest Accrual Period, Interest Period or Interest Payment Date and, if required to be calculated, any Amortised Face Amount, Early

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Termination Amount, Maturity Redemption Amount or other amount, to be notified to the Registrar, the Issuer and the Australian Securities Exchange (if the Notes are listed on the Australian Securities Exchange) as soon as possible after their determination but in no event later than 5:00 p.m. on the Business Day on which such calculation is made. The Calculation Agent must obtain relevant quotes from appropriate banks or reference agents or obtain information from such other sources as are specified in these Terms and Conditions or the Pricing Supplement or, failing which, as the Calculation Agent deems appropriate.

The calculations and determinations made by the Calculation Agent shall, in the absence of manifest error, be final and binding on the parties.

8 Redemption and purchase

8.1 Redemption on maturity

Unless previously redeemed, or purchased and cancelled or unless such Note is stated in the Pricing Supplement as having no fixed maturity date, each Note shall be redeemed on maturity at its Maturity Redemption Amount.

8.2 Purchase of Notes

The Issuer may at any time purchase Notes in the open market or otherwise and at any price. All unmatured Notes purchased in accordance with this Condition 8.2 may be held, resold, reissued or cancelled at the discretion of the Issuer subject to compliance with all legal and regulatory requirements.

9 Event of Default

With respect to a Series of Notes, the Issuer shall default in the payment of the principal of, or premium (if any) or interest on, or in the performance of any covenant in respect of a purchase fund or a sinking fund for, any bonds (including the Notes), notes or similar obligations which shall have been issued, assumed or guaranteed by the Issuer and such default shall continue for a period of 90 days (“ Event of Default ”), then at any time thereafter and during the continuance of such default the Noteholder of such Series may deliver or cause to be delivered by written notice to the Issuer at its principal office (with a copy to the Registrar), effective upon receipt by the Registrar, that such Noteholder elects to declare the Early Termination Amount (together with all accrued interest (if any)) applicable to each Note of such Series held by the Noteholder to be due and payable and, on the 30[th] day after such notice shall be so delivered, such amount shall become due and payable, unless prior to that time all such Events of Default theretofore existing shall have been cured. Should the Issuer fail to redeem the Notes when due, interest shall not cease to accrue but continue to accrue until the actual redemption of the Notes but not beyond the 15[th] day after the necessary funds for redemption have been provided to the Issuing and Paying Agent.

10 Payments

10.1 Payment of principal and interest

Payments of principal and interest in respect of a Note will be made to each person registered at 5:00 p.m. on the Record Date as the Noteholder of that Note (or the first person to be registered in the case of joint holders).

10.2 Payments to accounts

Payments in respect of each Note will be made in Australia, unless prohibited by law, and

• (a) if the Note is held in the Austraclear System, by crediting on the payment date, the amount due to:

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• (i) the account of Austraclear (as the Noteholder) in Australia previously notified to the Issuer and the Registrar; or

• (ii) if requested by Austraclear, the accounts in Australia of the persons in whose Security Record a Note is recorded as previously notified by Austraclear to the Issuer and the Registrar in accordance with Austraclear Regulations; and

• (b) if the Note is not held in the Austraclear System, by crediting on the payment date, the amount then due under each Note to an account in Australia previously notified by the Noteholder to the Registrar.

If a payment in respect of the Note is prohibited by law from being made in Australia, such payment will be made in an international financial centre for the account of the relevant payee, and on the basis that the relevant amounts are paid in immediately available funds, freely transferable at the order of the payee.

10.3 Payments by cheque

If the Noteholder has not notified the Registrar of an account to which payment to it must be made by close of business on the Record Date, payments in respect of the Note will be made in Australia by cheque drawn on a bank in Australia sent by prepaid post on, or on the Business Day immediately before, the payment date, at the risk of the registered Noteholder, to the Noteholder (or to the first named of joint holder of the Note) at its address appearing in the Register as at the close of business on the Record Date. Cheques sent to the nominated address of a Noteholder are taken to have been received by the Noteholder on the payment date and, no further amount is payable by the Issuer in respect of the Notes as a result of the Noteholder not receiving payment on the due date.

10.4 Payments to the Registrar

Unless otherwise agreed between the Issuer and the Registrar, the Issuer must pay amounts due under each Note to a bank account in Sydney in the name of the Issuer operated by the Registrar.

10.5 Payment constitutes release

Any payment made by or on behalf of the Issuer to the Registrar for the account of a person whose name is, at the time such payment is made, inscribed in the Register as the holder of a Note constitutes for all purposes an absolute and unconditional release and discharge of the Issuer, to the extent of such payment, of all obligations and indebtedness in respect of the Note in relation to which the payment was made.

10.6 Payments on Non-Business Days

If a payment is due under a Note on a day which is not a Business Day then the due date for payment is adjusted in accordance with the Applicable Business Day Convention and the Noteholder is not entitled to any additional payment in respect of any such delay.

10.7 General Payments Provision

Each payment (whether in respect of principal, interest or otherwise) will be subject to any fiscal or other laws and directives applicable thereto.

10.8 Currency indemnity

The Issuer waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if a Noteholder receives an amount in a currency other than that in which it is due:

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• (a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual costs in connection with the conversion; and

• (b) the Issuer satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the costs of the conversion.

11 Further issues

The Issuer may from time to time, without the consent of any Noteholder, issue further Notes having the same terms and conditions as the Notes of any Series in all respects (or in all respects except for the first payment of interest, if any, on them and/or their denomination) so that such further issue shall be consolidated and so form a single Series with the Notes of that Series.

12 Time limit for claims

A claim against the Issuer for a payment under a Note is void unless such claim is made within:

• (a) 5 years of the relevant Interest Payment Date in the case of a claim in respect of the payment of interest provided that if the Issuer has not made provision for full payment of such interest to be made on the relevant Interest Payment Date, such claim must be made within 5 years of such later date on which provision for full payment has been made by the Issuer; or

• (b) 5 years of the relevant Maturity Date in the case of a claim in respect of the payment of principal provided that if the Issuer has not made provision for full payment of such principal to be made on the relevant Maturity Date, such claim must be made within 5 years of such later date on which provision for full payment has been made by the Issuer.

13 Notices

13.1 To the Issuer and the Agents

All notices and other communications in connection with a Note to the Issuer or an Agent must be in writing and may be given by prepaid post or delivery to the address of the addressee as agreed between those parties from time to time or as specified in the Information Memorandum or the relevant Pricing Supplement.

13.2 To Noteholders

All notices and other communications in connection with a Note to the Noteholder must be in writing and may be given by any of the following means:

• (a) an advertisement published in The Australian Financial Review or The Australian ;

• (b) if the Pricing Supplement specifies an additional or alternate newspaper, given by an advertisement published in that newspaper; or

• (c) prepaid post (airmail, if posted from a place outside Australia) or delivery to the address of the Noteholder as shown in the Register at the close of business 3 Business Days prior to the dispatch of the notice or communication.

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13.3 Effective on receipt

Unless a later time is specified in it, a notice, approval, consent or other communication takes effect from the time it is received under Condition 13.4 (“Proof of receipt”), except that if it is received under that Condition after 5:00 p.m. in the place of receipt or on a non-Business Day in that place, it is to be taken to be received at 9:00 a.m. on the next succeeding Business Day in that place.

13.4 Proof of receipt

Subject to Condition 13.3 (“Effective on receipt”), proof of posting of a letter, publication of a communication or delivery of a communication is proof of receipt:

• (a) in the case of a letter, on the third (seventh, if outside Australia) day after posting;

• (b) in the case of a publication, on the date of such publication; and

• (c) in the case of a delivery, at the time of delivery to the relevant address.

14 Meetings of Noteholders

Meetings of Noteholders may be convened in accordance with the Meeting Provisions. Any such meeting may consider any matters affecting the interests of Noteholders, including, without limitation, the variation of the terms of the Notes by the Issuer and the granting of approvals, consents and waivers.

15 Amendments

The Terms and Conditions and the form of the Pricing Supplement may be amended by the Issuer, and an Agency Agreement may be amended by the parties thereto, in each case without the consent of any Noteholder:

• (a) for the purposes of curing any ambiguity, or correcting or supplementing any defective or inconsistent provisions therein; or

• (b) in the case of the Terms and Conditions and the form of the Pricing Supplement, in any manner which the Issuer deems, or in the case of an Agency Agreement, in any other manner which the Issuer and the Registrar deem, necessary or desirable and which does not adversely affect the interests of the Noteholders.

The Terms and Conditions, Pricing Supplement and Agency Agreement may otherwise be varied by the Issuer with the approval of the Noteholders by Extraordinary Resolution and, in the case of the Registry Service Agreement, in accordance with that agreement. No other variation to the Terms and Conditions has effect in relation to the Noteholders who hold Notes at the date of any amending deed, unless they otherwise agree in writing. A variation will take effect in relation to all subsequent Noteholders. A variation which effects only a particular Series or Tranche of Notes may be approved solely by the Noteholders of such Series or Tranche.

The Terms and Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of the applicable Pricing Supplement in relation to such Series.

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16 Agents

16.1 Role of Agents

In acting under an Agency Agreement in connection with the Notes, each Agent acts solely as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders save insofar as that any funds received by an applicable Agent may, pending their application in accordance with the relevant Agency Agreement, be held by such Agent in a segregated account which shall be held for the benefit of the persons entitled thereto.

16.2 Change of Agent

Each initial Agent for a Series of Notes is specified in the Pricing Supplement. The Issuer reserves the right at any time to vary or terminate the appointment of any Agent in accordance with the relevant Agency Agreement and to appoint successor or additional registrars, provided, however, that the Issuer must, in respect of each Series of Notes:

• (a) at all times maintain the appointment of a Registrar with its specified office in Australia; and

• (b) if a Calculation Agent is specified in the Pricing Supplement, at all times maintain a Calculation Agent.

Notice of any such termination of appointment will be given to the Noteholders in accordance with Condition 13 (“Notices”).

17 Governing law, jurisdiction and service of process

17.1 Governing law

The Notes are governed by the law in force in New South Wales.

17.2 Jurisdiction

The Issuer irrevocably and unconditionally submits to the jurisdiction of the courts of New South Wales and courts of appeal from them, provided however, that, in accordance with Article 50, paragraph 2 of the Charter, no action shall be brought against the Issuer by any member of the Issuer, 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 an agency or instrumentality of a member, and that, in accordance with Article 50, paragraph 3 of the Charter, the property and assets of the Issuer shall, wheresoever located and by whomsoever held, be immune from all forms of seizure, attachment or execution before the delivery of final judgment against the Issuer.

17.3 Serving documents

Without preventing any other mode of service, any document in an action (including, without limitation, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party with its process agent referred to in Condition 17.4 (“Agent for service of process”).

17.4 Agent for service of process

The ADB Pacific Liaison and Coordination Office of Level 20, 45 Clarence Street, Sydney NSW 2000 may be served with any document referred to in Condition 17.3 (“Serving documents”). If for any reason that person ceases to act as such, the Issuer will immediately appoint another person with an office located in New South Wales to receive any such document.

35

Form of Pricing Supplement

The Pricing Supplement to be issued in respect of each Tranche of Notes will be substantially in the form set out below.

Series No.: [●]

Tranche No.: [●]

ASIAN DEVELOPMENT BANK Australian Dollar Medium Term Note Programme

Issue of

[A$] [Aggregate Principal Amount of Tranche] [Title of Notes] due [●] (“ Notes ”)

This Pricing Supplement (as referred to in the Information Memorandum dated [●] and Deed Poll dated [●] in relation to the above Programme) relates to the Tranche of Notes referred to above. The particulars to be specified in relation to such Tranche are as follows.

The Issuer is not a bank which is authorised under the Banking Act 1959 of Australia. The Notes are not the obligations of any government and, in particular, are not guaranteed by the Commonwealth of Australia.

• 1 Description of Notes: [Notes][Bonds][Instruments]

• 2 Issuer: Asian Development Bank

• 3 Lead Manager[s]: [ ] 4 Dealers: [ ]

• 5 (i) Registrar:

[Reserve Bank of Australia/Citigroup Pty Limited (ABN 88 004 325 080)]

• (ii) Issuing and Paying Agent: [Reserve Bank of Australia/Citigroup Pty Limited (ABN 88 004 325 080)]

• (iii) Calculation Agent: [Not applicable/Citigroup Pty Limited (ABN 88 004 325 080)]

• 6 Type of Issue: [Syndicated/Non-Syndicated/Private Placement]

• 7 Currency:

  • of Denomination A$ - of Payment A$

8 Aggregate principal amount of Tranche: [ ]

36

9	If interchangeable with existing Series:	If interchangeable with existing Series:	[ ]
10	Issue Date:		[ ]
11	(i)	Issue Price:	[ ]
	(ii)	Net Proceeds:	[ ]
12	Denomination(s):		[ ]
13	Definition of Business Day:		[ ]
14	Interest:
	(a)	If Interest bearing:
	(i)	Interest Rate:	[Specify rate (if fixed) or full determination
			provisions (if floating) or formula or if Calculation
			Agent is appointed]
	(ii)	Interest Amount:	[Specify if fixed rate]
	(iii)	Interest Payment Dates:	[ ]
	(iv)	Interest Period End Dates:	[Specify. If nothing is specified, Interest Period End
			Dates will correspond with Interest Payment Dates]
	(v)	Applicable Business Day	[Specify. If nothing is specified, the Following
		Convention:	Business Day Convention will apply]
	-	for Interest Payment Dates:	[ ]
	-	for Maturity Date:	[ ]
	-	for Interest Period End Dates:	[ ]
	-	any other dates:	[ ]
	(vi)	Day Count Fraction:	[ ]
	(vii)	Interest Commencement Date	[ ]
		(if different from the Issue
		Date):
	(viii)	Minimum Interest Rate:	[ ]
	(ix)	Maximum Interest Rate:	[ ]
	(x)	Issue Yield:	[ ]
	(b)	If non-interest bearing:
	(i)	Amortisation Yield:	[ ]
	(ii)	Amortisation Yield compounding
		method for calculation of
		Amortised Face Amount:	[Annual][Specify other]

37

• 15 Maturity Date:

• 16 Maturity Redemption Amount:

• 17 Early Termination Amount:

• 18 Listing:

• 19 Clearing System:

• [ ]

[Specify. If nothing is specified, the Maturity Redemption Amount will correspond with the Outstanding Principal Amount]

[Specify. If nothing is specified, the Early Termination Amount will correspond with the Outstanding Principal Amount or, in the case of any Notes which are non-interest bearing, the Amortised Face Amount]

• [Australian Securities Exchange]

Austraclear System.

[Interests in the Notes may also be traded through Euroclear and Clearstream, Luxembourg as set out on page [●] of the Information Memorandum.]

• 20 Other Conditions:

• 21 Additional Selling Restrictions: 22 Foreign Securities Number (ISIN/Common Code):

• 23 Calculation Agent:

• 24 Recent Developments:

• [ ]

• [ ]

• [ ]

• [ ]

• [ ]

CONFIRMED

ASIAN DEVELOPMENT BANK

By: ........................................................ Name: ........................................................ Title: ........................................................ Date: ........................................................

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Australian Taxation

The following is a summary of the Australian taxation treatment, at the date of this Information Memorandum, of payments on the Notes to be issued by the Issuer under the Programme and certain other matters. It is a general guide and should be treated with appropriate caution. Prospective holders of Notes who are in any doubt as to their tax position should consult their professional advisers on the tax implications of an investment in the Notes for their particular circumstances.

1. Interest withholding tax

The Notes will not be exempt from taxation generally.

Under the Charter, the International Organisations (Privileges and Immunities) Act 1963 and the Asian Development Bank (Privileges and Immunities) Regulations 1967, the Issuer is exempt from any obligation imposed by the Commonwealth of Australia for the payment, withholding or collection of any tax or duty on the Notes. Accordingly, payments on the Notes will be made without deduction in respect of any such tax or duty, including Australian interest withholding tax. In addition, so long as the Issuer continues to be a non-resident of Australia and the Notes issued by it are not attributable to a permanent establishment of the Issuer in Australia, Noteholders will not have a liability to pay Australian interest withholding tax.

2. Other tax matters

Under Australian laws as presently in effect:

• (a) death duties - no Notes will be subject to death, estate or succession duties imposed by Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death;

• (b) stamp duty and other taxes - no ad valorem stamp, issue, registration or similar taxes are payable in any Australian State or Territory on the issue or transfer of any Notes;

• (c) other withholding taxes on payments in respect of Notes - the Issuer is exempt from any obligation to withhold tax in respect of the tax file number requirements of Part VA of the Australian Income Tax Assessment Act of 1936 and section 12-140 of the Taxation Administration Act 1953 of Australia (“ Taxation Administration Act ”) and “supply withholding tax” imposed under section 12-190 of the Taxation Administration Act; and

• (d) goods and services tax (GST) - neither the issue nor receipt of the Notes will give rise to a liability for GST in Australia on the basis that the supply of Notes will comprise either an input taxed financial supply or (in the case of an offshore subscriber) a GSTfree supply. Furthermore, neither the payment of principal or interest by the Issuer, nor the disposal of the Notes, would give rise to any GST liability in Australia.

39

Selling Restrictions

1 Australia

No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the Programme or any Notes has been or will be lodged with the Australian Securities and Investments Commission (“ ASIC ”). Each Dealer will represent and agree that, unless the relevant Pricing Supplement (or another supplement to any Information Memorandum) otherwise provides, it:

• (a) has not made or invited, and will not make or invite, an offer of the Notes for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and

• (b) has not distributed or published, and will not distribute or publish, any Information Memorandum or any other offering material or advertisement relating to the Notes in Australia,

unless:

• (i) the aggregate consideration payable by the offeree is at least A$500,000 (or its equivalent in an alternate currency, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act;

• (ii) the offer or invitation does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act;

• (iii) such action complies with all applicable laws, regulations and directives in Australia; and

• (iv) such action does not require any document to be lodged with ASIC.

In addition, each Dealer will agree, that it will comply with the directive issued by the Assistant Treasurer of the Commonwealth of Australia dated 23 September 1996 as contained in Banking (Exemption) Order No. 82 which requires all offers and transfers to be in parcels of not less than A$500,000 in aggregate principal amount. Banking (Exemption) Order No. 82 does not apply to transfers which occur outside Australia.

2 The United States of America

The Notes have not been and will not be registered under the Securities Act of 1933 (“ Securities Act ”).

Terms used in the following paragraphs have the meanings given to them by Regulation S under the Securities Act.

The Notes may not be offered, sold, delivered or transferred within the United States of America, its territories or possessions or to, or for the account or benefit of, U.S. Persons except in transactions exempt from the registration requirements of the Securities Act.

Each Dealer will represent and agree that, except as permitted by the Programme Agreement, it will not offer, sell or deliver the Notes:

• (a) as part of their distribution at any time; and

• (b) otherwise until 40 days after completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the Lead Manager,

within the United States of America or to, or for the account or benefit of, U.S. Persons.

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Each Dealer will be required to further represent and agree that it will have sent to each distributor to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States of America or to, or for the account or benefit of, U.S. Persons.

In addition, until 40 days after the completion of the distribution of all Notes of the Tranche of which those Notes are a part, an offer or sale of Notes within the United States by any dealer or other distributor (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Each issue of indexed Notes and dual currency Notes are subject to additional U.S. selling restrictions agreed between the Issuer and the relevant Dealer or Dealers as a term of the issue and purchase of such Notes, and which are set out in the applicable Pricing Supplement. Each relevant Dealer will be required to agree that it will offer, sell or deliver those Notes only in compliance with those additional U.S. selling restrictions.

3 United Kingdom

Each Dealer will represent and agree that:

• (a) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (UK) (“ FSMA ”) with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom;

• (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.

4 Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “ Financial Instruments and Exchange Act ”) and accordingly, each Dealer will represent and agree that it has not offered or sold, and will not offer or sell, any Notes directly or indirectly in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other applicable laws, regulations and ministerial guidelines of Japan.

5 Hong Kong

Each Dealer will represent and agree that:

• (a) it has not offered or sold, and will not offer or sell, in Hong Kong, by means of any document, any Notes other than:

• (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) (as amended) of Hong Kong (“ SFO ”) and any rules made under the SFO; or

• (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (as amended) of Hong Kong (“ CO ”) or which do not constitute an offer to the public within the meaning of the CO; and

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• (b) it has not issued, or had in its possession for the purposes of the issue, and will not issue or have in its possession for the purpose of issue, (in each case whether in Hong Kong or elsewhere) any advertisement, invitation, other offering material or other document relating to the Notes, which is directed at, or the contents of which are likely to be accessed by or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

6 Singapore

This Information Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (“ MAS ”) under the Securities and Futures Act, Chapter 289 of Singapore, as amended (“ SFA ”). As the Issuer is an international financial institution in which Singapore holds membership, pursuant to Section 279 of the SFA, Subdivisions (2) and (3) of Division 1 of Part XIII of the SFA shall not apply to an offer of the Notes to persons in Singapore and, accordingly, no prospectus is required to be registered with the MAS in relation to any such offer of the Notes.

7 General

Each Dealer will be required to acknowledge that no action has been or will be taken in any jurisdiction by the Issuer, Dealers, Arrangers or any Lead Manager that would permit a public offering of Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Each Dealer will be required to further acknowledge that it will comply with all applicable laws and regulations in any jurisdiction in which it may offer, sell or deliver Notes.

Persons into whose hands this Information Memorandum or any Pricing Supplement comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or have in their possession or distribute such offering material, in all cases at their own expense.

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Directory

Issuer

Asian Development Bank

6 ADB Avenue Mandaluyong City 1550 Metro Manila Philippines

Attention: Funding Division, Treasury Department Telephone: +632 632 4444 Fax: +632 632 4120

Arrangers

Royal Bank of Canada (ABN 86 076 940 880 and AFSL 246521)

Level 47 2 Park Street Sydney NSW 2000 Australia

Attention: Head of Debt Capital Markets Telephone: +61 2 9033 3033 Fax: +61 2 9264 2855

Westpac Banking Corporation

(ABN 33 007 457 141 and AFSL 233714)

Level 2, Westpac Place 275 Kent Street Sydney NSW 2000 Australia

Attention: Executive Director, Debt Securities Telephone: +61 2 8253 4574 Fax: +61 2 8254 6937

Registrars and Issuing and Paying Agents

Reserve Bank of Australia

Citigroup Pty Limited

(ABN 88 004 325 080)

65 Martin Place Sydney NSW 2000 Australia

Attention: The Registrar Telephone: +61 2 9551 9820 Fax: +61 2 9551 8007

Level 16 120 Collins Street Melbourne VIC 3000 Australia

Attention: Agency and Trust Telephone: +61 3 8643 9952 Facsimile: +61 3 8643 9551

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