Form DSTRBRPT EUROPEAN BANK FOR RECONS

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January 29, 2025 11:44 AM EST

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549

REPORT OF
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

In respect of the issue of
TRY 350,000,000 28.00 per cent. Notes due 27 September 2027 (to be consolidated and form a single series with the Bank’s TRY 1,100,000,000 28.00 per cent. Notes due 27 September 2027 issued on 27 September 2022, the Bank’s TRY 900,000,000 28.00 per cent. Notes due 27 September 2027 issued on 27 November 2023, the Bank’s TRY 250,000,000 28.00 per cent. Notes due 27 September 2027 issued on 18 October 2024 and the Bank’s TRY 350,000,000 28.00 per cent. Notes due 27 September 2027 issued on 29 November 2024)

by the European Bank for Reconstruction and Development pursuant to its

EUR 60,000,000,000 Global Medium Term Note Programme

Filed pursuant to Rule 3 of Regulation EBRD
Dated 29 January 2025

The following information is filed pursuant to Rule 3 of Regulation EBRD in respect of the issue of the Turkish Lira (“TRY”) 350,000,000 28.00 per cent. Notes due 27 September 2027 (the “Notes”) (to be consolidated and form a single series with the Bank’s TRY 1,100,000,000 28.00 per cent. Notes due 27 September 2027 issued on 27 September 2022, the Bank’s TRY 900,000,000 28.00 per cent Notes due 27 September 2027 issued on 27 November 2023, the Bank’s TRY 250,000,000 28.00 per cent. Notes due 27 September 2027 issued on 18 October 2024 and the Bank’s TRY 350,000,000 28.00 per cent. Notes due 27 September 2027 issued on 29 November 2024) of the European Bank for Reconstruction and Development (the “Bank”) pursuant to the Bank’s EUR 60,000,000,000 Global Medium Term Note Programme. As authorized by Rule 4 of Regulation EBRD, certain information is to be provided in the form of an Offering Circular dated 3 July 2012, as supplemented by the Supplementary Offering Circular dated 22 July 2019, the Supplementary Offering Circular dated 13 June 2024 and a Pricing Supplement dated 29 January 2025 (together, the “Offering Circular”).

Item 1.

Description of Obligations

The Notes, the terms of which are described in the Offering Circular, will constitute direct and unsecured obligations of the Bank and will rank pari passu without any preference among themselves, and, subject to certain conditions set forth in the Offering Circular, equally with all its other unsecured and unsubordinated obligations. Citibank, N.A. will act as Agent and Registrar of the Bank in respect of the Notes.

Item 2.

Distribution of Obligations

Further to a Purchaser’s Confirmation dated 29 January 2025 (the “Purchaser’s Confirmation”) provided by Goldman Sachs International (“Goldman Sachs”) pursuant to a Programme Agreement dated 3 July 2012 (the “Programme Agreement”), Goldman Sachs has agreed to purchase the Notes. The obligations of Goldman Sachs are subject to certain conditions as set forth in the Purchaser’s Confirmation and the Programme Agreement.

Item 3.

Distribution Spread

Price to the Public

Selling Discounts and
Commissions

Net Proceeds to the Bank

Per Unit

94.11%⁽¹⁾

N/A

94.11%⁽¹⁾

Total

TRY 329,385,000⁽¹⁾

N/A

TRY 329,385,000⁽¹⁾⁽²⁾

(1) Plus 126 days’ accrued interest on the principal amount of the Notes from and including 27 September 2024 to but excluding 31 January 2025 in the amount of TRY 33,830,300.

(2) Aggregate proceeds of the Bank will be TRY 363,215,300 payable in U.S. dollars in the amount of USD 10,179,801.01 (including 126 days’ accrued interest on the principal amount of the Notes from and including 27 September 2024 to but excluding 31 January 2025 in the amount of TRY 33,830,300).

Item 4.

Discounts and Commissions to Sub-Underwriters and Other Dealers

None.

Item 5.

Other Expenses of Distribution

Goldman Sachs has agreed to pay the fees and expenses of its own legal advisers, the fees and expenses of the Agent and any paying agents, the fees and expenses of Cleary Gottlieb Steen & Hamilton LLP, legal advisers to the Bank in connection with the necessary United States filing, all expenses in connection with the issue, authentication, packaging and initial delivery of the Notes and the preparation of the registered notes, the preparation and printing of the Notes (except definitive notes), the relevant Pricing Supplement and any amendments or supplements thereto, if any, and the cost of any publicity agreed by the Bank in connection with the issue of the Notes, as set forth in the Purchaser’s Confirmation.

Item 6.

Application of Proceeds

The net proceeds to the Bank from the sale of the Notes will be included in the ordinary capital resources of the Bank and used in its ordinary operations as described in the Offering Circular.

Item 7.

Exhibits

(a)

The Deed of Covenant dated 3 July 2012.*

(b)

Copy of an opinion of counsel as to the legality of the Notes dated 3 July 2012.*

(c)

(i)

The Programme Agreement dated 3 July 2012.*

(ii)

The Purchaser’s Confirmation dated 29 January 2025.

(iii)