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Parta-Contractualterms Final Terms dated 25 February 2015 and amended and restated on 18 February 2016 International Finance Corporation Issue of RWF 3,511,000,.000 9.00 per cent. Notes due February 27,2018 payable in United States Dollars under its Global Medium-Term Note Program PARTA-CONTRACTUALTERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated June 3, 2008. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Prospectus. Full information on International Finance Corporation (the "Corporation") and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Prospectus. The Prospectus may be obtained (without charge) from the office of the Corporation at International Finance Corporation, 2121 Pennsylvania Avenue, N.W., Washington D.C. 20433 and is available for viewing at the website of the Corporation (www.ifc.org) and copies may be obtained from the website of the Luxembourg Stock Exchange (www.bourse.lu). THE NOTES ARE NOT AN OBLIGATION OF THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT OR OF ANY GOVERNMENT. 1 Issuer: International Finance Corporation 2 (i) Series Number: 1403 (ii) Tranche Number: 3 Specified Currency or Currencies: Rwandan Franc ("RWF") provided that all payments in respect of the Notes will be made in United States Dollars ("USD") 4 Aggregate Nominal Amount: (i) Series: RWF 3,511,000,000 (ii) Tranche: RWF 3,511,000,000 5 Issue Price: 100 per cent. of the Aggregate Nominal Amount 6 (i) Specified Denominations: RWF 1,000,000 (ii) Calculation Amount: RWF 1,000,000 7 (i) Issue Date: February 27, 2015 (ii) Interest Commencement Date: February 27,2015 8 Maturity Date: February 27, 2018, subject to adjustment in accordance with the Modified Following Business Day Convention 9 Interest Basis: 9.00 per cent. per annum Fixed Rate (further particulars specified below) 10 Redemption/Payment Basis: Redemption at par, payable in USD 11 Change of Interest or See Items 15 and 22 Redemption/Payment Basis: 12 Put/Call Options: Not Applicable 13 Status of the Notes: Senior, unsubordinated 14 Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15 Fixed Rate Note Provisions: Applicable (i) Rate of Interest: 9.00 per cent. per annum payable semi-annually in arrear (ii) Interest Payment Dates: Each February 27 and August 27 in each year from and including August 27, 2015 to and including the Maturity Date, subject to adjustment in accordance with the Modified Following Business Day Convention with the interest amount unadjusted. (iii) Fixed Coupon Amount(s): An amount per Calculation Amount (i) calculated as follows: RWF 1,000,000 * 9% * Day Count Fraction ("Fixed RWF Coupon Amount"), and (ii) payable in USD and determined by the Calculation Agent, on each relevant Rate Fixing Date in accordance with the following formula: Fixed RWF Coupon Amount divided by Reference Rate (as defined in Item 15(vii) below) on such Rate Fixing Date. (iv) Broken Amount(s): Not Applicable (v) Day Count Fraction: ActuaU360, adjusted (vi) Determination Dates: Not Applicable (vii) Other terms relating to the "Reference Rate" means in respect of each Rate Fixing method of calculating interest Date, the USD/RWF arithmetic mean of buying and selling for Fixed Rate Notes: exchange rates of RWF against USD, as displayed on the website of the Central Bank of Rwanda and expressed as the amount of Rwandan Franc per one USD, on that Rate Fixing Date. "Rate Fixing Date" means the Scheduled Rate Fixing Date, subject to Valuation Postponement. 2 "Scheduled Rate Fixing Date" means the date which is two Fixing Business Days prior to an Interest Payment Date or the Maturity Date, subject to adjustment in accordance with the Preceding Business Day Convention, or such other date on which an amount in respect of the Notes is due and payable. If the Scheduled Rate Fixing Date is an Unscheduled Holiday, the Rate Fixing Date shall be adjusted in accordance with the Following Business Day Convention, subject to the Deferral Period for Unscheduled Holiday set out below. "Unscheduled Holiday" means a day that is not a Fixing Business Day and the market was not aware of such fact (by means of a public announcement or by reference to other publicly available information) until a time later than 9:00 a.m. local time in Kigali, two Fixing Business Days prior to the relevant Rate Fixing Date. "Deferral Period for Unscheduled Holiday" means, in the event the Scheduled Rate Fixing Date is postponed due to the occurrence of an Unscheduled Holiday, and if the Rate Fixing Date has not occurred on or before the 14th calendar day after the Scheduled Rate Fixing Date (any such period being a "Deferral Period"), then the next day after the Deferral Period that would have been a Fixing Business Day but for the Unscheduled Holiday, shall be deemed to be the Rate Fixing Date. "Price Source Disruption Event" means it becomes impossible to obtain the Reference Rate on a Rate Fixing Date. In the event of a Price Source Disruption Event, the Calculation Agent shall apply each of the following "Price Source Disruption Fallbacks" for the determination of the Reference Rate, in the following order, until the Reference Rate can be determined: 1. Fallback Reference USD/RWF Bloomberg Price close (CMPL) 2. Valuation (As defined below) Postponement 3. Calculation Agent (As defined below) Determination of the Reference Rate 3 "USDIRWF Bloomberg close (CMPL)" means that the Reference Rate for a given Rate Fixing Date will be the USD/RWF Bloomberg close mid rate (Composite London), which is expressed as the amount of Rwandan Francs per one USD, for settlement in two Fixing Business Days, as published on Bloomberg page USDRWF Curncy at approximately 18.00 , or as soon thereafter as practicable, on such date. "Fixing Business Day" means any day 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 Kigali. "Valuation Postponement" means that the Reference Rate will be determined on the Fixing Business Day first succeeding the day on which the Price Source Disruption Event ceases to exist, unless the Price Source Disruption Event continues to exist (measured from the date that, but for the occurrence of the Price Source Disruption Event, would have been the Rate Fixing Date) for a consecutive number of calendar days equal to the Maximum Days of Postponement. In such event, the Reference Rate will be determined on the next Fixing Business Day after the Maximum Days of Postponement (which will be deemed to be the applicable Rate Fixing Date) in accordance with the next applicable Price Source Disruption Fallback. "Maximum Days of Postponement" means 14 Calendar Days. "Calculation Agent Determination of Reference Rate" means that the Calculation Agent will determine the Reference Rate (or a method for determining the Reference' Rate), taking into consideration all available information that in good faith it deems relevant. Adjustments to Interest Payment Date and Maturity Date: If a Scheduled Rate Fixing Date is adjusted in accordance with the Following Business Day Convention due to an Unscheduled Holiday or if Valuation Postponement applies, then the Interest Payment Date or Maturity Date relating to such Scheduled Rate Fixing Date shall be as soon as practicable, but in no event later than two (2) Payment Business Day(s) after the date on which the Reference Rate for such Interest Payment Date or Maturity 4 Date is determined. If any Interest Payment Date or Maturity Date is adjusted in accordance with the preceding sentence, then such adjustment (and the corresponding payment obligations to be made on such dates) shall apply only to such Interest Payment Date or the Maturity Date, as applicable, and no further adjustment shall apply to the amount of interest payable. "Payment Business Day" means any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York City and Kigali. Cumulative Events Notwithstanding anything to the contrary, in no event shall the total number of consecutive calendar days during which either (i) valuation. is deferred due to an Unscheduled Holiday, or (ii) a Valuation Postponement shall occur (or any combination of (i) and (iij), exceed 14 consecutive calendar days in the aggregate. Accordingly, (x) if, upon the lapse of any such 14 calendar day period, an Unscheduled Holiday shall have occurred or be continuing on the day following such period that otherwise would have been a Fixing Business Day, then such day shall be deemed to be a Rate Fixing Date, and (y) if, upon the lapse of any such 14 calendar day period, a Price Source Disruption Event shall have occurred or be continuing on the day following such period on which the Reference Rate otherwise would be determined, then Valuation Postponement shall not apply and the Reference Rate shall be determined in accordance with the next Price Source Disruption Fallback. "Calculation Agent" means Citibank NA 16 . Floating Rate Note Provisions: Not Applicable 17 Zero Coupon Note Provisions: Not Applicable 18 Index Linked Interest Note/other Not Applicable variable-linked interest Note Provisions: 19 Dual Currency Note Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 20 Call Option: Not Applicable 21 Put Option: Not Applicable 5 22 Final Redemption Amount of each Note: RWF 1,000,000 per Calculation Amount. The Final Redemption Amount per Calculation Amount will be payable in USD and determined by the Calculation Agent as follows, on the Rate Fixing Date prior to the Maturity Date: 1,000,000 divided by Reference Rate (as defined in Item 15 above).
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