Distribution Report by Development Bank (Form DSTRBRPT)

Title and Date. U.S.$ 2,000,000,000 4.500 per cent. Notes due January 21, 2028

Interest Rate/Interest Payment Date. 4.500 per cent per annum payable semi-annually in arrears on January 21 and July 21 in each year, commencing on July 21, 2025, up to and including the Maturity Date. See, Final Terms, Item 15.

Maturity Date. January 21, 2028

Redemption Provisions/Amortization Provisions. The Notes are not redeemable prior to maturity. See Prospectus, Terms and Conditions of the Notes, Condition 5.

Kind and Priority of Liens. Not applicable.

Priority of Obligations. The Notes will constitute direct, unconditional, general and unsecured obligations of the Corporation and will rank pari passu and without any preference among themselves and pari passu with all other outstanding unsecured and unsubordinated obligations for borrowed money of the Corporation. See Prospectus, Terms and Conditions of the Notes, Condition 3.

Amendment of Terms.

Other Material Provisions. Not applicable.

Fiscal/Paying Agent. The Fiscal Agent is the Federal Reserve Bank of New York, 33 Liberty Street, New York, N.Y. 10045.

Distribution of Obligations

Plan of Distribution. See, generally, Prospectus, cover page, pp. 45-47 the Program Agreement, and the Terms Agreement.

Stabilization Provisions. Not applicable.

Responsibility of Each Underwriter/Withholding of Commissions. See generally Program Agreement and Terms Agreement.

Distribution Spread See Final Terms, "Distribution".

Discounts and Commissions to Sub-Underwriters and Dealers. See Item 2(a) above.

Other Expenses of Distribution. Not applicable.

Application of Proceeds. The net proceeds will be used for general operations of the Corporation in accordance with its Articles of Agreement.

Information Statement (October 3, 2024);¹

Prospectus (October 3, 2023);²

Final Terms (January 16, 2025); and

Terms Agreement (January 16, 2025).

Incorporated by reference from filing pursuant to Rule 2(a)(3) of Regulation IFC dated October 3, 2024.

Filed on October 18, 2023

1.  Issuer:

2.  (i) Series Number:

(ii)  Tranche Number:

3.  Specified Currency or Currencies:

4.  Aggregate Nominal Amount:

(i) Series:

(ii)  Tranche:

5.  Issue Price:

6.  (i) Specified Denominations:

(ii)  Calculation Amount:

7.  Issue Date:

8.  Maturity Date:

9.  Interest Basis:

10.  Redemption/Payment Basis:

11.  Change of Interest or Redemption/Payment Basis:

12.  Put/Call Options:

13.  Status of the Notes:

14.  Method of distribution:

15.  Fixed Rate Note Provisions:

(i) Rate of Interest:

(ii)  Interest Payment Date(s):

(iii)  Fixed Coupon Amount:

(iv) Broken Amount:

(v)   Day Count Fraction:

(vi) Determination Dates:

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

16.  Floating Rate Note Provisions:

17.  Zero Coupon Note Provisions:

18.  Index Linked Interest Note/other variable-linked interest Note Provisions:

19.  Dual Currency Note Provisions:

20.  Call Option I:

21.  Automatic Early Redemption:

22.  Put Option:

23.  Final Redemption Amount of each Note:

24.  Capital at Risk Notes:

25.  Early Redemption Amount: Early Redemption Amount(s) of each Note payable on redemption on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

26.  Form of Notes:

Fed Bookentry Notes:

Fed Bookentry Notes available on Issue Date

27.  New Global Note (NGN):

28.  Global Certificate held under the new safekeeping structure (NSS):

29.  Financial Centre(s) or other special provisions relating to payment dates:

30.  Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

31.  Details relating to Partly Paid Notes:

32.  Details relating to installment Notes: amount of each installment, date on which each payment is to be made:

33.  Redenomination, renominalization and reconventioning provisions:

34.  Consolidation provisions:

35.  Additional terms:

36.  Governing law:

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

Barclays Bank PLC

Goldman Sachs International

Nomura International plc

Skandinaviska Enskilda Banken AB (publ)

Australia and New Zealand Banking Group Limited

Banco Santander, S.A.

CastleOak Securities, L.P.

Citigroup Global Markets Limited

Daiwa Capital Markets Europe Limited

Deutsche Bank AG, London Branch

Standard Chartered Bank

U.S.$482,500,000

U.S.$482,500,000

U.S.$482,500,000

U.S.$482,500,000

U.S.$10,000,000

U.S.$10,000,000

U.S.$10,000,000

U.S.$10,000,000

U.S.$10,000,000

U.S.$10,000,000

U.S.$10,000,000

c/o Barclays Bank PLC

1 Churchill Place,

London E14 5HP,

United Kingdom.

Tel: +44 (0) 20 7773 9098

Email: [email protected]

Attn: Debt Syndicate

(ii)  Date of Terms Agreement:

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

38.  If non-syndicated, name and address of Dealer:

39.  Total commission and concession:

40.  Additional selling restrictions:

/s/ Tom Ceusters

1.  LISTING

(i) Listing:

London; Luxembourg

(ii)  Admission to trading:

Application will be made for the Notes to be admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's Regulated Market with effect on or around January 21, 2025.

Application has been made for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from January 21, 2025.

2.  RATINGS

Ratings:

The Notes to be issued are expected to be rated:

Standard & Poor's Financial Services LLC: AAA

Moody's Investors Service, Inc.: Aaa

USE OF PROCEEDS

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

OPERATIONAL INFORMATION

Intended to be held in a manner which would allow Eurosystem eligibility:

ISIN Code:

Common Code:

CUSIP:

Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking S.A. and The Depository Trust Company and the relevant identification number(s):

Delivery:

Names and addresses of additional Paying Agent(s) (if any):

GENERAL

Applicable TEFRA exemption:

The undersigned agree to purchase from you (the "Corporation") the Corporation's U.S.$2,000,000,000 4.500 per cent. Notes due January 21, 2028 (the "Notes") described in the Final Terms, dated as of the date hereof in the form of Annex I hereto (the "Final Terms") at 9:00 a.m. New York City time on January 21, 2025 (the "Settlement Date") at an aggregate purchase price of U.S.$1,995,340,000 (which is 99.767% of the aggregate nominal amount of the Notes) on the terms set forth herein and in the Standard Provisions, dated as of October 11, 2021 (as amended from time to time, the "Standard Provisions"), incorporated herein by reference. In so purchasing the Notes, each of the undersigned understands and agrees that it is not acting as an agent of the Corporation 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, the term "Time of Sale" refers to January 14, 2025, 5:29 p.m. London time and the term "Dealers" refers to the undersigned. All other terms defined in the Prospectus, the Final Terms relating to the Notes and the Standard Provisions shall have the same meaning when used herein.

The Corporation represents and warrants to the undersigned that the representations, warranties and agreements of the Corporation set forth in Clause 2 of the Standard Provisions (with the term "Prospectus" revised to read the "Prospectus as amended and supplemented with respect to Notes at the date hereof") are true and correct on the date hereof. The Corporation has not committed or earmarked the proceeds of the Notes for lending to, or financing activities with, a specific person or organization.

The obligation of each of the undersigned to purchase Notes hereunder is subject to the accuracy, on the date hereof and on the Settlement Date, of the Corporation's representations and warranties contained in Clause 2 of the Standard Provisions and to the Corporation's performance and observance of all applicable covenants and agreements contained therein, in each case with respect to the Notes. The obligation of each of the undersigned to purchase Notes hereunder is further subject to the receipt by the undersigned of an officer's certificate of the Corporation substantially in the form referred to in Clause 6(a) of the Standard Provisions, dated as of the Settlement Date.

The Corporation agrees that it will issue the Notes and each of the undersigned severally and not jointly agrees to purchase the Notes at the purchase price specified above (being equal to the issue price of 99.867 per cent. less a combined management and underwriting fee and selling concession of 0.10 per cent. of the nominal amount of the Notes.

Payment for and delivery of the Notes shall be made each against the other on the Settlement Date. The Notes shall be delivered in book-entry form to the following account at the Federal Reserve Bank of New York, for further credit to Barclays Bank PLC: ABA No. 021000018 Account NYC/BARCGBLDN; and payment of the purchase price specified above shall be delivered in immediately available funds to the Corporation's account at the Federal Reserve Bank of New York: ABA No. 021 082 162.

The Corporation hereby appoints each of the undersigned as a Dealer under the Standard Provisions solely for the purpose of the issue of Notes to which this Terms Agreement relates. Each of the undersigned accepts such appointment, whereupon it 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.

In consideration of the Corporation appointing each of the undersigned as a Dealer under the Standard Provisions solely with respect to this issue of Notes, each of the undersigned hereby undertakes for the benefit of the Corporation and each of the other Dealers that, in relation to this issue of Notes, it will perform and comply with all of the duties and obligations expressed to be assumed by a Dealer under the Standard Provisions; provided, however, that Barclays Bank PLC, Goldman Sachs International, Nomura International plc, and Skandinaviska Enskilda Banken AB (publ) shall pay the costs and expenses pursuant to Section 4.7 of the Standard Provisions on behalf of the Dealers.

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

For purposes hereof, the notice details of each of the undersigned are set out in Schedule II hereto.

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

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

each of Goldman Sachs International and Skandinaviska Enskilda Banken AB (publ) (each an "EU Manufacturer" and together the "EU Manufacturers") acknowledges to each other EU Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms and any announcements in connection with the Notes; and

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

Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

each of Barclays Bank PLC, Goldman Sachs International, and Nomura International plc (each a "UK Manufacturer" and together the "UK Manufacturers") acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms and announcements in connection with the Notes; and

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

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

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.

/s/ Mirrette Grant

/s/ Edward Markham

/s/ Guy Luscombe

/s/ Linn Siljelov

/s/ Johanna Schmidt

/s/ Alexander Gowing

/s/ Ignacio Bas

/s/ Claudia D'Yquem Illa Guix

/s/ Itai Benosh

/s/ Noor Mallam

/s/ Kimi Nagai

/s/ Katrin Wehle

/s/ Neal Ganatra

/s/ Salman Ansari

/s/ Tom Ceusters

Dealer

Barclays Bank PLC

Goldman Sachs International

Nomura International plc

Skandinaviska Enskilda Banken AB (publ)

Australia and New Zealand Banking Group Limited

Banco Santander S.A.

CastleOak Securities, L.P.

Citigroup Global Markets Limited

Daiwa Capital Markets Europe Limited

Deutsche Bank AG, London Branch

Standard Chartered Bank

Total: