IsDB Trust Services No.2 SARL Sukuk (Islamic Development Bank) USD150 Million 3.213% 28-Apr-2027 - Final Terms (to be consolidated with XS2470609798)

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1. EXECUTION VERSION FINAL TERMS MIFID II PRODUCT GOVERNANCE – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (as modified or amended from time to time, the SFA) and pursuant to the CMP Regulations 2018, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Trust Certificates are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). 27 December 2022 IsDB Trust Services No.2 SARL Legal entity identifier (LEI): 222100S88XMYHA1E3547 Issue of U.S.$150,000,000 Trust Certificates due 2027 to be consolidated and form a single series with the existing U.S.$1,600,000,000 Trust Certificates due 2027 issued on 28 April 2022 with, inter alia, the benefit of a Guarantee (in respect of the payment obligations arising under the Portfolio of the relevant Series of Trust Certificates) provided by THE ISLAMIC DEVELOPMENT BANK under the U.S.$25,000,000,000 Trust Certificate Issuance Programme The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Trust Certificates in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129) from the requirement to publish a prospectus for offers of the Trust Certificates. Accordingly any person making or intending to make an offer in a Member State of the Trust Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer, the IsDB nor any Dealer has authorised, nor do they authorise, the making of any offer of Trust Certificates in any other circumstances. Part A - Contractual Terms Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Conditions) set forth in the base prospectus dated 19 April 2022 and the supplemental base prospectus dated 13 October 2022 which together constitute a base prospectus (the Base Prospectus) for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Trust Certificates described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus.
2. Full information on the Issuer , the IsDB and the offer of the Trust Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of Euronext Dublin at https://www.euronext.com/en/markets/dublin and during normal business hours at the specified office of the Principal Paying Agent set out in the Base Prospectus. 1 (i) Issuer, Trustee: IsDB Trust Services No.2 SARL (ii) Issuer, Trustee LEI: 222100S88XMYHA1E3547 (iii) Guarantor (in respect of payment The Islamic Development Bank (the IsDB) obligations under the Portfolio): 2 Series Number: 58 (i) Tranche Number: 2 (ii) Date on which the Trust Certificates The Trust Certificates will be consolidated and form will be consolidated and form a single a single series with Tranche 1 of Series 58 (the Series: Original Trust Certificates) on 8 February 2023 3 Specified Currency or Currencies: 4 Aggregate Nominal Amount: 5 6 7 US Dollars (U.S.$) (i) Series: U.S.$1,750,000,000 (ii) Tranche: U.S.$150,000,000 Issue Price: 96.386 per cent. of the Aggregate Nominal Amount of the Tranche plus 61 days' accrued profit of U.S.$ 816,637.50 in respect of the period from, and including, 28 October 2022 to, but excluding, 29 December 2022 (i) Specified Denominations: (this means the minimum integral amount in which Transfer can be made). U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (ii) Calculation Amount: U.S.$1,000 (i) Issue Date: 29 December 2022 (ii) Return Accrual Commencement Date: 28 April 2022 8 Maturity Date: 28 April 2027 9 Periodic Distribution Amount Basis: 3.213 per cent. per annum Fixed Periodic Distribution Amount 10 Dissolution Basis: Dissolution at par
3. 11 12 13 Change of Periodic Distribution Amount Not Applicable or Dissolution Basis : (i) Call Options: Not Applicable (ii) Date Board approval for issuance of Trust Certificates obtained: 27 December 2022 Method of distribution: Non-syndicated PROVISIONS RELATING TO PERIODIC DISTRIBUTION AMOUNTS (IF ANY) PAYABLE 14 15 Fixed Periodic Distribution Amount Provisions Applicable (i) Fixed Amount: U.S.$16.065 per Calculation Amount (ii) Periodic Distribution Date(s): 28 April and 28 October in each year, starting on 28 October 2022 up to and including the Maturity Date (iii) Rate: 3.213 per cent. per annum payable semi-annually in arrear (iv) Return Accumulation Period: Condition 7.5 (Return Accumulation Period) applies (v) Broken Amount(s): Not Applicable (vi) Day Count Fraction: 30/360 (vii) Business Day Convention: Not Applicable Floating Periodic Amount Provisions Distribution Not Applicable PROVISIONS RELATING TO DISSOLUTION 16 Optional Dissolution (Call) Not Applicable 17 Final Dissolution Amount U.S.$1,000 per Calculation Amount 18 Early Dissolution Amount (Tax): Final Dissolution Amount 19 Dissolution Event As listed in sub-paragraphs (a) to (f) inclusive of Condition 14 (Dissolution Events) GENERAL PROVISIONS APPLICABLE TO THE TRUST CERTIFICATES 20 Additional Financial Centre(s) or Not Applicable other special provisions relating to Periodic Distribution Dates: 21 Additional Business Centre(s): Not Applicable 22 RMB Settlement Centre(s): Not Applicable
4. 23 Form of Trust Certificates : Global Trust Certificate registered in the name of a nominee for a common safekeeper for Euroclear and Clearstream, Luxembourg (that is, held under the NSS) DISTRIBUTION 24 If syndicated, names of Managers: Not Applicable 25 If non-syndicated, name of Dealer: Natixis 26 U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable 27 Prohibition of Sales to EEA Retail Not Applicable Investors: 28 Prohibition of Sales to UK Retail Not Applicable Investors: PROVISIONS IN RESPECT OF THE PORTFOLIO 29 Details of Transaction Account: IsDB Trust Services No.2 SARL Transaction Account No: 89599002 with HSBC Bank plc for Series No.: 58 Signed on behalf of IsDB Trust Services No.2 SARL: Claudio Chirco By: ................................................................. Manager Duly authorised Signed on behalf of the Islamic Development Bank: By: ................................................................ Duly authorised
5. 23 Form of Trust Certificates : Global Trust Certificate registered in the name of a nominee for a common safekeeper for Euroclear and Clearstream, Luxembourg (that is, held under the NSS) DISTRIBUTION 24 If syndicated, names of Managers: Not Applicable 25 If non-syndicated, name of Dealer: Natixis 26 U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable 27 Prohibition of Sales to EEA Retail Not Applicable Investors: 28 Prohibition of Sales to UK Retail Not Applicable Investors: PROVISIONS IN RESPECT OF THE PORTFOLIO 29 Details of Transaction Account: IsDB Trust Services No.2 SARL Transaction Account No: 89599002 with HSBC Bank plc for Series No.: 58 Signed on behalf of IsDB Trust Services No.2 SARL: By: ................................................................. Duly authorised Signed on behalf of the Islamic Development Bank: Zakky Bantan, Manager, Capital Markets Division, Treasury Department, IsDB By: ................................................................ Duly authorised
6. Part B – Other Information 1 2 LISTING (i) Listing: Euronext Dublin and Nasdaq Dubai (ii) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Trust Certificates to be admitted to trading on each of the Euronext Dublin’s regulated market and Nasdaq Dubai with effect from 29 December 2022. RATINGS Ratings: The Trust Certificates to be issued are expected to be rated: S & P: AAA Moody's: Aaa Fitch: AAA 3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save for any fees payable to the Dealer and save as discussed in "Subscription and Sale" of the Base Prospectus, so far as the Issuer or the IsDB is aware, no person involved in the offer of the Trust Certificates has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer or the Guarantor and their affiliates in the ordinary course of business for which they may receive fees. 4 ESTIMATED TOTAL EXPENSES Estimated total expenses related to the admission to trading: 5 U.S.$9,050 YIELD (Fixed Periodic Certificates only) Distribution Indication of yield: 4.132 per cent. per annum Amount Trust The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 7 OPERATIONAL INFORMATION (i) ISIN: Until the Trust Certificates are consolidated, become fungible with and form a single series with the Original Trust Certificates, the Trust Certificates will have the temporary ISIN XS2571923429. After that, the Trust Certificates will have the same ISIN as the Original Trust Certificates, which is XS2470609798.
7. (ii) Common Code: Until the Trust Certificates are consolidated, become fungible with and form a single series with the Original Trust Certificates, the Trust Certificates will have the temporary Common Code 257192342. After that, the Trust Certificates will have the same Common Code as the Original Trust Certificates, which is 247060979. (iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): Not Applicable (iv) Delivery: Delivery against payment (v) Names and addresses of initial paying agent(s): HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom (vi) Names and addresses of additional paying agent(s) (if any): Not Applicable (vii) Intended to be held in a manner which would allow Eurosystem eligibility: 8 Yes. Note that the designation "yes" simply means that the Trust Certificates are intended upon issue to be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper and does not necessarily mean that the Trust Certificates will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. USE AND ESTIMATED NET AMOUNT OF PROCEEDS The net proceeds shall be used by the Issuer in accordance with the section of the Base Prospectus titled "Use of Proceeds". The net proceeds that the IsDB receives from the Issuer will be used by the IsDB for general corporate purposes. The estimated net amount of the proceeds is U.S.$145,208,137.50.