ADB - Asian Development Bank

02/10/2026 | Press release | Distributed by Public on 02/10/2026 14:10

Distribution Report by Development Bank (Form DSTRBRPT)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C.  20549
REPORT OF
ASIAN DEVELOPMENT BANK
In respect of the issue of the ADB’s
KZT23,049,200,000
15.50 per cent. Notes due 16 March 2029 payable in United States dollars
Series No.: 1983-00-2
Filed pursuant to Rule 3 of Regulation AD
Dated: 10 February 2026
The following information is filed pursuant to Rule 3 of Regulation AD in respect of the issue of KZT23,049,200,000 15.50 per cent. Notes due 16 March 2029 payable in United States dollars (Series No.: 1983-00-2) (the “Notes”) of the Asian Development Bank (the “ADB”) under its Global Medium-Term Note Program (the “Program”).  Certain information specified in Schedule A to Regulation AD is not available at the date of this report, but when available, will be filed as promptly as possible.
Item 1.
Description of Obligations
The terms and conditions of the Notes are set forth in the Prospectus to the ADB’s Global Medium-Term Note Program dated 9 December 2020 (as amended and supplemented and together with the documents incorporated by reference therein, the “Prospectus”), previously filed under a report of the ADB dated 2 February 2021, and in the Pricing Supplement relating to the Notes dated 10 February 2026 (the “Pricing Supplement”), which is filed herewith.  Certain other information about the ADB is provided in the form of an Information Statement, the latest version of which, dated 24 April 2025, was filed under a report of the ADB dated 24 April 2025.
The global and paying agent of the ADB with respect to the Notes is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom. The calculation agent with respect to the Notes is HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom.
Item 2.
Distribution of Obligations
See the Prospectus, pages 66 to 71 and the Pricing Supplement.
2
As of 10 February 2026, the ADB entered into a Terms Agreement, filed herewith, with HSBC Bank plc (the “Manager”), pursuant to which the ADB has agreed to issue, and the Manager has agreed to purchase, a principal amount of the Notes aggregating KZT23,049,200,000 (payable in U.S.$46,460,794.19) for an issue price of 100 per cent. of the principal amount.  The Notes will be offered for sale subject to issuance and acceptance by the Manager and subject to prior sale.  It is expected that the delivery of the Notes will be made on or about 12 February 2026.  The Manager proposes to offer all the Notes to the public at the public offering price of 100 per cent. of the principal amount of the Notes.
Item 3.
Distribution Spread
See the Pricing Supplement, page 3, and the Terms Agreement.
Price to the Public
Commissions and
Concessions
Proceeds to ADB
Per Unit
100%
0.00%
100%
Total in KZT
KZT23,049,200,000
KZT00
KZT23,049,200,000
Total in U.S.$
U.S.$46,460,794.19
U.S.$00
U.S.$46,460,794.19
Item 4.
Discounts and Commissions to Sub-Underwriters and Dealers
See Item 3.
Item 5.
Other Expenses of Distribution
Item
Amount
Legal Fees
U.S.$17,500*
Listing Fees (Luxembourg)
U.S.$1,741*
Offering Fee to Manager
 U.S.$50,000*
*
Asterisks indicate that expenses itemized above are estimates.
Item 6.
Application of Proceeds
See the Prospectus, page 6.
3
Item 7.
Exhibits
(a)
(i)
Prospectus relating to the Global Medium-Term Note Program dated 9 December 2020, previously filed under a report of the ADB dated 2 February 2021.
(ii)
Pricing Supplement dated 10 February 2026.
(b)
Copy of an opinion of counsel as to the legality of the Notes (to be filed at a later date).
(c)
(i)
Standard Provisions relating to the issuance of Notes by the ADB under the Program dated as of 9 December 2020, previously filed under a report of the ADB dated 2 February 2021.
(ii)
Terms Agreement dated 10 February 2026.
(d)
(i)
Information Statement dated 24 April 2025, previously filed under a report of the ADB dated 24 April 2025.
(ii)
Prospectus and Pricing Supplement (see (a) above).
4
U.K. MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“U.K. MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “U.K. MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.
ADB does not fall under the scope of application of Directive 2014/65/EU (as amended, “MiFID II”) or U.K. MiFIR. Consequently, ADB does not qualify as an “investment firm”, “manufacturer” or “distributor” for the purposes of either MiFID II or U.K. MiFIR.
PRICING SUPPLEMENT
ASIAN DEVELOPMENT BANK
GLOBAL MEDIUM-TERM NOTE PROGRAM
Series No.: 1983-00-2
KZT23,049,200,000
15.50 per cent. Notes due 16 March 2029
payable in United States dollars
Issue price: 100 per cent.
Manager
HSBC
The date of this Pricing Supplement is 10 February 2026.
This pricing supplement (the “Pricing Supplement”) is issued to give details of an issue of KZT23,049,200,000 15.50 per cent. Notes due 16 March 2029 payable in United States dollars (the “Notes”) by the Asian Development Bank (“ADB”) under its Global Medium-Term Note Program and to provide information supplemental to the Prospectus referred to below.
This Pricing Supplement supplements the terms and conditions of the Notes set forth in the Prospectus dated 9 December 2020 (as amended and supplemented and together with the documents incorporated by reference therein, the “Prospectus”) and should be read in conjunction with the Prospectus.  Unless otherwise defined in this Pricing Supplement, capitalized terms used herein have the meanings given to them in the Prospectus.
The issue of the Notes was authorized pursuant to a global borrowing authorization of the Board of Directors of ADB dated 2 December 2025.
This Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation, and no action is being taken to permit an offering of the Notes or the distribution of this Pricing Supplement in any jurisdiction where such action is required.
The Notes are not required to be and have not been registered under the U.S. Securities Act of 1933, as amended.  The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission nor has the Commission or any state securities commission passed upon the accuracy or adequacy of this Pricing Supplement.  Any representation to the contrary is a criminal offense in the United States.
The distribution of this Pricing Supplement or the Prospectus and the offer and sale of the Notes may be restricted by law in certain jurisdictions.  Persons into whose possession this Pricing Supplement or the Prospectus comes are required by ADB and the Manager to inform themselves about and to observe any such restrictions.  For a description of certain restrictions on offers and sales of Notes and on the distribution of this Pricing Supplement or the Prospectus, see “Plan of Distribution” in the Prospectus.
The Notes are not the obligation of any government.
2
TERMS AND CONDITIONS
The following items are the particular terms and conditions of the Notes to which this Pricing Supplement relates.  In case of any conflict between such terms and conditions and the terms and conditions set forth in the Prospectus, the terms and conditions set forth in this Pricing Supplement shall govern.
General Provisions
1.
Issuer:
Asian Development Bank (“ADB”).
2.
Series Number:
1983-00-2.
3.
(i)
 Specified Currency (Condition 1(c)):
Kazakhstan tenge (“KZT”), the lawful currency of the Republic of Kazakhstan.
(ii)
Specified Principal Payment Currency if different from Specified Currency (Condition 1(c)):
United States dollars (“U.S.$” or “U.S. dollars”).
(iii)
Specified Interest Payment Currency if different from Specified Currency (Condition 1(c)):
U.S.$.
(iv)
Alternative Currency (Condition 7(i)) (if applicable):
Not applicable.
4.
Aggregate Nominal Amount:
KZT23,049,200,000 payable in U.S.$.
5.
(i)
 Issue Price:
100 per cent. of the Aggregate Nominal Amount.
(ii)
 Net proceeds:
KZT23,049,200,000 (payable in U.S.$46,460,794.19 using the U.S.$/KZT exchange rate of 496.10).
6.
Specified Denominations (Condition 1(a)):
KZT100,000, payable in U.S.$.
7.
(i)
 Issue Date (Condition 5(d)):
12 February 2026.
(ii)
 Interest Commencement Date (if different from the Issue Date) (Condition 5(d)):
Not applicable.
3
8.
Maturity Date or Redemption Month (Condition 6(a)):
16 March 2029 (which may be subject to adjustment as set out under “Applicable Disruption Event Provisions” in the Appendix).
9.
Interest Basis (Condition 5):
Fixed Rate (Condition 5(a)) (further particulars specified below).
10.
Redemption/Payment Basis (Condition 6(a)):
Redemption at par, provided that the Final Redemption Amount shall be payable in U.S.$ determined in accordance with paragraph 23 below.
11.
Change of Interest or Redemption/Payment Basis:
Not applicable.
12.
Put/Call Options (Conditions 6(e) and (f)):
Not applicable.
13.
Status of the Notes (Condition 3):
Senior.
14.
Listing:
Luxembourg Stock Exchange.
15.
Method of distribution:
Non-syndicated.
Provisions Relating to Interest Payable
16.
Fixed Rate Note Provisions (Condition 5(a)):
Applicable.
(i)
Rate(s) of Interest:
15.50 per cent. per annum, payable semi-annually in arrear.
(ii)
 Interest Payment Date(s):
18 March and 18 September of each year, commencing on 18 September 2026 up to and including the Maturity Date, adjusted in accordance with the applicable Business Day Convention (each may be subject to adjustment as set out under “Applicable Disruption Event Provisions” in the Appendix).
(iii)
 Interest Period End Date(s):
18 March and 18 September of each year, from and including 18 September 2026 up to and including the Maturity Date.
4
(iv)
Interest Period End Date(s) adjustment:
Unadjusted.
(v)
Business Day Convention:
Following Business Day Convention.
(vi)
Fixed Coupon Amount(s):
KZT7,750.00 per Specified Denomination payable in U.S.$ on each Interest Payment Date, except for the first Interest Payment Date on 18 September 2026 and the last Interest Payment Date on the Maturity Date which are subject to the Broken Amounts as per paragraph 16(vii) below, provided that the Fixed Coupon Amount shall be payable in U.S.$ in accordance with paragraph 16(xii) below.
(vii)
Broken Amount(s):
KZT9,300.00 and KZT7,663.89 per Specified Denomination payable in U.S.$ on 18 September 2026 and the Maturity Date, respectively, provided that the Broken Amounts shall be payable in U.S.$ in accordance with paragraph 16(xii) below.
(viii)
Relevant Financial Center:
Astana, Republic of Kazakhstan.
(ix)
Additional Business Center(s) (Condition 5(d)):
London, United Kingdom and New York, United States.
(x)
Day Count Fraction (Condition 5(d)):
30E/360.
(xi)
Determination Date(s):
Not applicable.
(xii)
Other terms relating to the method of calculating interest for Fixed Rate Notes:
The Fixed Coupon Amount or Broken Amount, as applicable, will be paid on each relevant Interest Payment Date in U.S.$ converted from KZT at the applicable KZT Rate (as defined in the Appendix) on the Scheduled KZT Valuation Date (as defined in the Appendix) in respect of the Interest Payment Date.
5
The Fixed Coupon Amount per Specified Denomination payable in U.S.$ shall be KZT7,750.00 and the Broken Amounts per Specified Denomination payable in U.S.$ on 18 September 2026 and the Maturity Date shall be KZT9,300.00 and KZT7,663.89, respectively, in each case, divided by the KZT Rate (as defined in the Appendix). Such amount being rounded to the nearest cent, with U.S.$0.005 being rounded upwards.
The resulting figure shall then be multiplied by 230,492 to arrive at the total Fixed Coupon Amount or Broken Amount, as applicable, with respect to the relevant Interest Payment Date.
17.
Floating Rate Note Provisions (Condition 5(b)):
Not applicable.
18.
Zero Coupon/Deep Discount Note Provisions (Conditions 5(c) and 6(c)):
Not applicable.
19.
Index-Linked Interest Note Provisions:
Not applicable.
20.
Dual Currency Note Provisions:
Not applicable.
Provisions Relating to Redemption
21.
Call Option (Condition 6(e)):
Not applicable.
22.
Put Option (Condition 6(f)):
Not applicable.
23.
Final Redemption Amount:
Aggregate Nominal Amount; provided, however, that the Final Redemption Amount will be paid in U.S.$ on the Maturity Date converted from KZT at the applicable KZT Rate (as defined in the Appendix) on the relevant Scheduled KZT Valuation Date (as defined in the Appendix).
The Final Redemption Amount per Specified Denomination payable in U.S.$ shall be: KZT100,000 divided by the applicable KZT Rate (as defined in the Appendix). Such amount being rounded to the nearest cent, with U.S.$0.005 being rounded upwards.
6
The resulting figure shall then be multiplied by 230,492 to arrive at the total Final Redemption Amount payable on the Maturity Date.
(i)
Alternative Payment Mechanism (Conditions 7(a) and (c)):
Not applicable.
(ii)
Long Maturity Note (Condition 7(f)):
Not applicable.
(iii)
Variable Redemption Amount (Condition 6(d)):
Not applicable.
24.
Early Redemption Amount:
(i)
Early Redemption Amount(s) payable on an Event of Default (Condition 9) and/or the method of calculating the same (if required or if different from that set out in the Conditions):
In the event that the Notes become due and payable as provided in Condition 9 (such date being an “Early Redemption Payment Date” which may be subject to adjustment as set out under “Applicable Disruption Event Provisions” in the Appendix), the Early Redemption Amount with respect to each Specified Denomination will be a U.S.$ amount equal to the Redemption Amount that is determined in accordance with “23. Final Redemption Amount” above plus accrued and unpaid interest, if any, as determined in accordance with “16. Fixed Rate Note Provisions (Condition 5(a))”; provided that for purposes of such determination, the “Scheduled KZT Valuation Date” shall be the date that is no later than two (2) Relevant Business Days prior to the Early Redemption Payment Date, which may be subject to adjustment as set out under “Applicable Disruption Event Provisions” in the Appendix.
(ii)
Unmatured Coupons to become void (Condition 7(f)):
Not applicable.
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Additional General Provisions Applicable to the Notes
25.
Form of Notes:
Registered Notes.
(i)
Definitive Registered Notes:
Registered Global Note available on Issue Date; not exchangeable for individual Definitive Registered Notes.
(ii)
New Safekeeping Structure (NSS Form):
No.
26.
Talons for future Coupons to be attached to definitive Bearer Notes (and dates on which such Talons mature):
Not applicable.
27.
Details relating to Partly Paid Notes:  amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of ADB to forfeit the Notes and interest due on late payment:
Not applicable.
28.
Details relating to Installment Notes:
Not applicable.
29.
Redenomination, renominalization and reconventioning provisions:
Not applicable.
30.
Consolidation provisions:
Not applicable.
31.
Other terms or special conditions:
Not applicable.
Distribution
32.
(i)
 If syndicated, names of  Managers:
Not applicable.
(ii)
 Stabilizing Manager (if any):
Not applicable.
(iii)
 Commissions and Concessions:
U.S.$50,000.
33.
If non-syndicated, name of Dealer:
HSBC Bank plc
34.
Additional selling restrictions:
The following paragraph shall be deemed to be set out under the heading “Republic of Kazakhstan” in the section entitled “Plan of Distribution” in the Prospectus:
8
“The Dealer represents, warrants and agrees that it has not offered, sold or otherwise transferred and will not offer, sell or otherwise transfer the Notes as part of its initial distribution or at any time thereafter to or for the benefit of any person (including legal entities) resident, incorporated, established or having their usual residence in the Republic of Kazakhstan or to any person located within the territory of the Republic of Kazakhstan, unless to the extent otherwise permitted by the laws or regulations of the  Republic of Kazakhstan.”
Operational Information
35.
 (i) ISIN:
XS3295608643.
(ii)
CUSIP:
Not applicable.
(iii) CINS:
Not applicable.
(iv)
Other: 
Not applicable.
36.
Common Code:
329560864.
37.
Details of benchmarks administrators and registration under Benchmarks Regulation:
Not applicable.
38.
Any clearing system(s) other than Euroclear, Clearstream, Luxembourg and DTC and the relevant identification number(s):
Not applicable.
39.
Delivery:
Delivery against payment.
40.
Additional Paying Agent(s) (if any):
Not applicable.
41.
Governing Law:
English.
42.
Intended to be held in a manner which would allow Eurosystem eligibility:
Not applicable.
Listing Application
This Pricing Supplement comprises the details required to list the issue of Notes described herein pursuant to the listing of the Global Medium-Term Note Program of ADB.
9
Material Adverse Change Statement
There has been no material adverse change in the financial position or prospects of ADB since the date of the financial statements included in the Information Statement of ADB, which was most recently published on 24 April 2025.
Recent Developments
On 30 November 2025, the Governors’ voting period closed with support from 61 members representing more than 75% of the voting power, approving the first amendment to the Charter, which removes the lending limitation in Article 12, para. 1. On 1 December 2025, the ADB Secretary certified the adoption of the amendment through a formal notice to members. The amendment will take effect for all members on 1 March 2026.
On 2 February 2026, Hae Kyong Yu succeeded Bruce Gosper as Vice-President for Administration and Corporate Management.
Responsibility
ADB accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Prospectus referred to above, contains all information that is material in the context of the issue of the Notes.
ASIAN DEVELOPMENT BANK
By:
 /s/ LEI WANG
Name:   LEI WANG
Title:     Assistant Treasurer
10
APPENDIX
Provisions Relating to U.S. Dollar Payments
The terms referenced below shall have the following specified meanings:
“Calculation Agent” means HSBC Bank plc.
“KZT Rate” means the U.S.$/KZT spot rate (i.e. the rate at which banks buy KZT and sell U.S.$), expressed as the amount of Kazakhstan tenge per one U.S. dollar, as published or reported on the Reference Page or, where unavailable, on a Replacement Page at approximately 4:00 p.m. Astana time on the Scheduled KZT Valuation Date (as defined below).
If a Disruption Event occurs on any Scheduled KZT Valuation Date, then the KZT Rate for such Scheduled KZT Valuation Date shall be determined in accordance with the Disruption Provisions below.
“Reference Page” https://nationalbank.kz/en/exchangerates/ezhednevnye-oficialnye-rynochnye-kursy-valyut (also published on Bloomberg on the page KZT NBKZ Curncy ).
“Replacement Page” means the page on which a rate equivalent to the originally specified KZT Rate is published or reported, as determined by the Calculation Agent (acting in its sole discretion, in good faith and a commercially reasonable manner), when the KZT Rate is not available for any reason on the Reference Page. A rate shall be equivalent if it is produced using the same underlying data and methodology as the rate published or reported on the Reference Page and produces the same rate for the applicable Rate Fixing Date that would have been published or reported on the Reference Page if it was available on the applicable Rate Fixing Date.
“Scheduled KZT Valuation Date” means the second Business Day prior to the relevant  Interest Payment Date, Maturity Date, Early Redemption Payment Date or any other date on which an amount in respect of the Notes is due and payable, as the case may be; provided that, in the event of a Disruption Event, the relevant Scheduled KZT Valuation Date shall be adjusted in accordance with a KZT Valuation Postponement.
Disruption Provisions
A “Disruption Event” shall occur if the KZT Rate is not available for any reason on the Reference Page or a Replacement Page on any Scheduled KZT Valuation Date, then the Calculation Agent shall determine that a Disruption Event has occurred.
“KZT Valuation Postponement” means that for the purposes of obtaining the KZT Rate in the event of a Disruption Event, the KZT Rate will be determined on the Business Day first succeeding the day on which the Disruption Event ceases to exist, subject to the Disruption Provisions.
Applicable Disruption Event Provisions
(a) In the event that a KZT Valuation Postponement occurs, the relevant Interest Payment Date, Maturity Date, Early Redemption Payment Date, or any other date on which an amount is payable, as the case may be, shall be postponed by an equivalent number of day(s) that the relevant Scheduled KZT Valuation Date is so postponed.
(b) In the event that a KZT Valuation Postponement occurs, and if the Scheduled KZT Valuation Date has not occurred on or before the 14th consecutive calendar day after the initial Scheduled KZT Valuation Date (any such period being a “Deferral Period”) then:
(i)          The next day after the Deferral Period that is a Business Day in the event of a continuing Disruption Event, shall be deemed to be the Scheduled KZT Valuation Date (the “Postponed KZT Valuation Date”).
(ii)         The Calculation Agent shall be entitled to determine the KZT Rate on such Postponed KZT Valuation Date, acting in good faith and in a commercially reasonable manner, having taken into account all available information that it deems relevant.
(iii)      For the avoidance of doubt, no additional interest or other additional amounts shall be payable by the Issuer in the event that the relevant  Interest Payment Date, Maturity Date or Early Redemption Payment Date, or any other date on which an amount is payable, as the case may be, is postponed.
(c) Notwithstanding anything herein to the contrary, in no event shall the total number of consecutive calendar days during which a KZT Valuation Postponement shall occur exceed 14 consecutive calendar days in the aggregate. Accordingly, if, upon the lapse of any such 14 calendar day period, a Disruption Event shall have occurred or be continuing on the day following such period, then KZT Valuation Postponement shall not apply and the KZT Rate shall be determined on the next Business Day following the Deferral Period.
(d) The Calculation Agent shall, in each case, as soon as reasonably practicable, give notice to the Noteholders, the Issuer, the Global Agent and the clearing systems of:
(i)          The occurrence of a Disruption Event;
(ii)         The date on which a Disruption Event ceases to exist and the Postponed KZT Valuation Date (if any) commences; and/or
(iii)        The fact that the KZT Rate is to be determined by the Calculation Agent on the Postponed KZT Valuation Date, acting in good faith and in a commercially reasonable manner, having taken into account all available information that it deems relevant.
ISSUER
Asian Development Bank
6 ADB Avenue
Mandaluyong City
1550 Metro Manila
Philippines
GLOBAL AGENT
Citibank, N.A., London Branch
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
LUXEMBOURG LISTING AGENT
BNP Paribas, Luxembourg Branch
60 Avenue J.F. Kennedy
L-1855 Luxembourg
LEGAL ADVISERS TO THE MANAGER
As to English law
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
USA
TERMS AGREEMENT NO. 1983-00-2
under the
ASIAN DEVELOPMENT BANK
GLOBAL MEDIUM-TERM NOTE PROGRAM
KZT23,049,200,000 15.50 per cent. Notes due 16 March 2029
payable in United States dollars
10 February 2026
Asian Development Bank
6 ADB Avenue, Mandaluyong City
1550 Metro Manila
Philippines
Attention: Assistant Treasurer, Client Solutions Division
HSBC Bank plc (the “Manager”) agrees to purchase from the Asian Development Bank (“ADB”) its KZT23,049,200,000 15.50 per cent. Notes due 16 March 2029 payable in United States dollars (the “Notes”) described in the pricing supplement dated as of the date hereof relating thereto (the “Pricing Supplement”) and the related Prospectus dated 9 December 2020 (as amended and supplemented and together with the documents incorporated by reference therein, the “Prospectus”) at 10:00 a.m., London time, on 12 February 2026 (the “Settlement Date”) at an aggregate purchase price of KZT23,049,200,000 payable in United States dollars  in the amount of U.S.$46,460,794.19 on the terms set forth herein and in the Standard Provisions dated as of 9 December 2020 (the “Standard Provisions”) relating to the issuance of Notes by ADB.  The Standard Provisions are incorporated herein by reference.  In so purchasing the Notes, the Manager understands and agrees that it is not acting as an agent of ADB in the sale of the Notes.
When used herein and in the Standard Provisions as so incorporated, the term “Notes” refers to the Notes as defined herein.  All other terms defined in the Prospectus, the Pricing Supplement relating to the Notes and the Standard Provisions shall have the same meanings when used herein.
ADB represents and warrants to, and agrees with, the Manager that the representations and warranties of ADB set forth in Section 2(a) of the Standard Provisions are true and correct as though made at and as of the date hereof and will be true and accurate as though made at and as of the Settlement Date.
The Manager warrants and covenants that this Terms Agreement has been duly authorized, executed and delivered by it, and that such execution and delivery does not, and the performance by it of its obligations hereunder will not, contravene any provision of applicable law or its articles of association or equivalent constitutive documents or any judgment, order or decree of any governmental body, regulatory agency or court having jurisdiction over it.  The Manager warrants and covenants to ADB that the warranties of the Manager set forth in Section 2(b) of the Standard Provisions are true and correct as though made at and as of the date hereof and will be true and accurate as of the Settlement Date.
The obligation of the Manager to purchase Notes hereunder is subject to the continued accuracy, on each date from the date hereof to and including the Settlement Date, of ADB’s representations and warranties contained in the Standard Provisions and to ADB’s performance and observance of all applicable covenants and agreements contained herein and therein.  The obligation of the Manager to purchase Notes hereunder is further subject to the additional conditions (if applicable) set forth in Section 6 of the Standard Provisions, including the receipt by the Manager of the documents referred to in Sections 6(c)(i) and (vi) of the Standard Provisions.
Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “U.K. MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the U.K. MiFIR Product Governance Rules:
(a)  the Manager (the “U.K. Manufacturer”) understands the responsibilities conferred upon it under the U.K. MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Pricing Supplement and any announcements in connection with the Notes; and
(b) ADB notes the application of the U.K. MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Notes by the U.K. Manufacturer and the related information set out in the Pricing Supplement in connection with the Notes.
.
ADB certifies to the Manager that, as of the Settlement Date, (i) ADB has performed all of its obligations under the Standard Provisions and this Terms Agreement required to be performed or satisfied on or prior to the Settlement Date and (ii) the Prospectus, as supplemented by the Pricing Supplement, contains all material information relating to the assets and liabilities, financial position, and net income of ADB, and nothing has happened or is expected to happen that would require the Prospectus, as supplemented by the Pricing Supplement, to be further supplemented or updated.
The following additional terms shall apply to the issue and purchase of Notes:
1.            ADB agrees that it will issue the Notes and the Manager agrees to purchase the Notes at the aggregate purchase price specified above.
2.            Payment for the Notes shall be made on the Settlement Date by the Manager to Citibank, N.A., London Branch for transfer in immediately available funds to an account designated by ADB. Delivery of the Notes shall be made to Citibank Europe plc, as common depositary for Euroclear and Clearstream, Luxembourg, for the account of the Manager.
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3.            ADB hereby appoints the Manager as a Dealer under the Standard Provisions solely for the purpose of the issue of Notes to which this Terms Agreement pertains.  The Manager shall be vested, solely with respect to this issue of Notes, with all authority, rights and powers of a Dealer purchasing Notes as principal set out in the Standard Provisions, a copy of which it acknowledges it has received, and this Terms Agreement.  The Manager acknowledges having requested and received, or waived receipt of, a copy of the Prospectus and the Global Agency Agreement, duly executed by the parties thereto.
4.           In consideration of ADB appointing the Manager as a Dealer solely with respect to this issue of Notes, the Manager hereby undertakes for the benefit of ADB that, in relation to this issue of Notes, it will perform and comply with all of the duties and obligations specified to be assumed by a Dealer under the Standard Provisions.
5.            The Manager acknowledges that such appointment is limited to this particular issue of Notes and is not for any other issue of notes of ADB pursuant to the Standard Provisions and that such appointment will terminate upon this issue of Notes, but without prejudice to any rights (including, without limitation, any indemnification rights), duties or obligations of the Manager that have arisen prior to such termination.
6.           The Manager represents, warrants and agrees that it has not offered, sold or otherwise transferred and will not offer, sell or otherwise transfer the Notes as part of its initial distribution or at any time thereafter to or for the benefit of any person (including legal entities) resident, incorporated, established or having their usual residence in the Republic of Kazakhstan or to any person located within the territory of the Republic of Kazakhstan, unless to the extent otherwise permitted by the laws or regulations of the Republic of Kazakhstan.
7.            The Manager represents, warrants and agrees that:
(a)         it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to ADB; and
(b)         it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
8.            For purposes hereof, the notice details of the Manager are as follows:
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Attention: Head of DCM Legal
Telephone:+44 20 7991 8888
Electronic Mailing
  Address:    [email protected]
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9.            All notices and other communications hereunder shall be in writing and shall be transmitted in accordance with Section 10 of the Standard Provisions.
10.           ADB agrees to pay a management and underwriting fee in the amount of U.S.$50,000 to the Manager upon presentation of an official invoice.
The Standard Provisions and this Terms Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England.
Except for the rights of Indemnified Parties to enforce the indemnities provided under Section 7 of the Standard Provisions, a person who is not a party to this Terms Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Standard Provisions or this Terms Agreement.  Any date or period specified in the Standard Provisions or this Terms Agreement may be postponed or extended by mutual agreement between ADB and the Manager but, as regards any date or period originally fixed or so postponed or extended, time shall be of the essence.  The Standard Provisions and this Terms Agreement, and any documents entered into pursuant thereto, constitute the entire agreement between ADB and the Manager in relation to the subject matter thereof and supersede and extinguish, and each of ADB and the Manager in entering into this Terms Agreement and such other documents agrees that it does not rely on and shall have no remedy in respect of, all prior drafts and all prior agreements, understandings, undertakings, arrangements, representations and warranties (of any nature whatsoever, of any person whether party to this Terms Agreement or not and whether written or oral) in relation to such subject matter other than as expressly set out in the Standard Provisions and this Terms Agreement, save that nothing herein shall exclude or limit any liability or remedy arising as a result of fraud or affect or diminish ADB’s or the Manager’s liability under Section 7 of the Standard Provisions.
With respect to any legal action or proceedings (“Proceedings”) arising out of or in connection with this Terms Agreement, each of the parties irrevocably submits to the exclusive jurisdiction of the courts of England, provided, however, that in accordance with Article 50, paragraph 2 of the Agreement Establishing the Asian Development Bank (the “Charter”), no action shall be brought against ADB by any member of ADB, or by any agency or instrumentality of a member, or by any entity or person directly or indirectly acting for or deriving claims from a member, or from any entity or instrumentality of a member, and that, in accordance with Article 50, paragraph 3 of the Charter, the property and assets of ADB shall, wheresoever located and by whomsoever held, be immune from all forms of seizure, attachment or execution before the delivery of final judgment against ADB.
ADB hereby irrevocably appoints Law Debenture Corporate Services Limited at 8th Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom as its agent in England to receive, for it and on its behalf, service of process in any Proceedings in England.  If for any reason such process agent ceases to be able to act as such or no longer has an address in London, ADB irrevocably agrees to appoint a substitute process agent and shall immediately notify the Manager of such appointment in accordance with Section 10 of the Standard Provisions and this Terms Agreement.  Nothing shall affect the right to serve process in any manner permitted by law.
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Nothing in this Terms Agreement shall be construed as an express or implied waiver, renunciation or other modification of any immunities, privileges or exemptions of ADB accorded under the Charter, international convention or any applicable law.
This Terms Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts together shall constitute one and the same instrument.
HSBC BANK PLC 

By:
 /s/ Elizabeth Newton
Name: Elizabeth Newton
Title: Senior Legal Counsel
[Signature continued on following page.]
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CONFIRMED AND ACCEPTED, as of the
date first written above:
ASIAN DEVELOPMENT BANK
By:
/s/ LEI WANG
Name:
LEI WANG
Title:
Assistant Treasurer
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