Obligation Egypta 5.75% ( XS0505265859 ) en USD

Egypta

100 % ▲

Egypte

XS0505265859 ( en USD )

5.75% par an ( paiement semestriel )

29/04/2020 - Obligation échue

Prospectus brochure de l'obligation Egypt XS0505265859 en USD 5.75%, échue

100 000 USD

1 000 000 000 USD

L'Égypte est un pays transcontinental d'Afrique du Nord bordant la mer Méditerranée et la mer Rouge, connu pour ses vestiges antiques, notamment les pyramides de Gizeh et les monuments de la vallée des Rois.

L'Obligation émise par Egypta ( Egypte ) , en USD, avec le code ISIN XS0505265859, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/04/2020

THE ARAB REPUBLIC OF EGYPT
U.S.$1,000,000,000 5.75% Notes due 2020
Issue Price 100%
U.S.$500,000,000 6.875% Notes due 2040
Issue Price 99.059%

The U.S.$1,000,000,000 5.75% Notes due 2020 (the "2020 Notes") and the U.S.$500,000,000 6.875% Notes due 2040 (the "2040 Notes" and,
together with the 2020 Notes, the "Notes") to be issued by The Arab Republic of Egypt (the "Issuer", the "Republic" or "Egypt") will, unless
previously redeemed or cancelled, be redeemed at their principal amount on April 29, 2020, in respect of the 2020 Notes, and April 30, 2040, in
respect of the 2040 Notes. See "Terms and Conditions of the Notes--5. Redemption and Purchase".
The 2020 Notes will bear interest from and including April 29, 2010 at the rate of 5.75% per annum payable semi-annually in arrear on April 29
and October 29 in each year. The first payment of interest will be made on October 29, 2010 for the period from and including April 29, 2010 to
but excluding October 29, 2010. The 2040 Notes will bear interest from and including April 29, 2010 at the rate of 6.875% per annum payable
semi-annually in arrear on April 30 and October 30 in each year. The first payment of interest will be made on October 30, 2010 for the period
from and including April 29, 2010 to but excluding October 30, 2010. Payments on the Notes will be made in U.S. Dollars without deduction for
or on account of any Egyptian withholding taxes and the Issuer will pay additional amounts in respect of such taxes as described under "Terms
and Conditions of the Notes--7. Taxation".

An investment in the Notes involves certain risks.
Prospective investors should consider the factors described
under the section headed "Risk Factors" in this Prospectus.

Application has been made to the Commission de Surveillance du Secteur Financier ("CSSF") in its capacity as competent authority under the
Luxembourg act dated 10 July 2005 on prospectuses for securities to approve this document as a prospectus within the meaning of Article 5.3 of
Directive 2003/71/EC (the "Prospectus Directive"). Application has been made to the Luxembourg Stock Exchange for the Notes to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for purposes of the Investment Services Directive
(Directive 93/22/EEC).
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). Unless they
are registered, the Notes may be offered only in transactions that are exempt from registration under the U.S. Securities Act or the securities laws
of any other jurisdiction. Accordingly, the Notes are being offered only to qualified institutional buyers in the United States in accordance with
Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act. For further
details about eligible offerees and resale restrictions, see "Transfer Restrictions".
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC"), Clearstream
Banking, société anonyme ("Clearstream Luxembourg") or Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear"), as
the case may be, on, or about April 29, 2010.
Morgan Stanley
Global Coordinator
HSBC Morgan
Stanley
Joint Lead Manager
Joint Lead Manager

Banque Misr
National Bank of Egypt
Manager
Manager

The date of this Prospectus is April 26, 2010.

RESPONSIBILITY STATEMENT
The Republic accepts responsibility for the information contained in this Prospectus (the "Prospectus"). To the best of the
knowledge and belief of the Republic (having taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
To the best of the knowledge and belief of the Republic the information contained in this Prospectus is true and accurate in
every material respect and is not misleading in any material respect and this Prospectus, insofar as it concerns such matters,
does not omit to state any material fact necessary to make such information not misleading. The opinions, assumptions,
intentions, projections and forecasts expressed in this Prospectus with regard to the Republic are honestly held by the
Republic, have been reached after considering all relevant circumstances and are based on reasonable assumptions. The
Republic accepts responsibility for the information contained in this Prospectus.
IMPORTANT NOTICE
No person has been authorized to give any information or to make any representation other than those contained in this
document in connection with the offering of the Notes and, if given or made, such information or representations must not
be relied upon as having been authorized by the Republic or the initial purchasers set forth under "Plan of Distribution" (the
"Initial Purchasers"). Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the affairs of the Republic since the
date hereof. This document may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or
in any circumstances in which such an offer or solicitation is not authorized or is unlawful.
The Initial Purchasers have not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Initial Purchasers
or any of them as to the accuracy or completeness of the information contained in this Prospectus or any other information
provided by the Republic in connection with the Notes or their distribution.
This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by the Republic or the Initial Purchasers that any recipient of this Prospectus should purchase any of the
Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Republic.
IN CONNECTION WITH THE ISSUE OF THE NOTES, MORGAN STANLEY & CO. INTERNATIONAL PLC
("MORGAN STANLEY"), AS THE STABILIZING MANAGER (THE "STABILIZING MANAGER") (OR PERSONS
ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES IN EACH SERIES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)
WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IN
EACH SERIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES IN EACH SERIES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES IN EACH SERIES. ANY STABILIZATION ACTION OR
OVER-ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
The Republic is relying on an exemption from registration under the U.S. Securities Act for offers and sales of securities
that do not involve a public offering. By purchasing the Notes, each purchaser will be deemed to have made the
acknowledgements, representations, warranties and agreements described under the heading "Transfer Restrictions" in this
Prospectus. Each prospective investor should understand that it will be required to bear the financial risks of its investment
for an indefinite period of time.
The Republic is not making any representation to any purchaser of Notes regarding the legality of an investment in the
Notes by such purchaser under any legal investment or similar laws or regulations. The contents of this Prospectus are not to
i

be construed as legal, business or tax advice. Each prospective investor should consult with its own attorney, business
advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The
Republic and the Initial Purchasers do not represent that this document may be lawfully distributed, or that any Notes may
be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Republic or the Initial Purchasers (save for the approval of this
document as listing particulars by the Luxembourg Stock Exchange) which would permit a public offering of any Notes or
distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable
laws and regulations, and the Initial Purchasers have represented that all offers and sales by them will be made on the same
terms. Persons into whose possession this Prospectus or any Notes come must inform themselves about and observe any
such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in
the United States. For a description of these and certain further restrictions on offers and sales of the Notes and distribution
of this Prospectus, see "Subscription and Sale" and "Transfer Restrictions".
The Notes have not been registered with, recommended by or approved or disapproved by the United States Securities and
Exchange Commission (the "SEC") or any other federal or state securities commission in the United States nor has the SEC
or any other federal or state securities commission confirmed the accuracy or determined the adequacy of this Prospectus.
Any representation to the contrary is a criminal offense in the United States. The Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under applicable federal or state securities
laws pursuant to a registration statement or an exemption from registration. See "Subscription and Sale" and "Transfer
Restrictions". Investors should be aware that they may be required to bear the financial risks of this investment for an
indefinite period of time.
KINGDOM OF SAUDI ARABIA NOTICE
This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the
Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the "Capital
Market Authority").
The Capital Market Authority does not make any representations as to the accuracy or completeness of this Prospectus, and
expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this
Prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy
of the information relating to the securities. If a prospective purchaser does not understand the contents of this Prospectus,
he or she should consult an authorised financial adviser.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN
FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS
AMENDED ("RSA"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT
AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
ii

PRESENTATION OF INFORMATION
Annual information presented in this Prospectus is based upon July 1 to June 30 periods (which is the fiscal year for the
Republic), unless otherwise indicated. Certain figures included in this Prospectus have been subject to rounding
adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. It should be noted
that certain historic data set out herein may be subject to minor amendment as a result of more accurate and updated
information becoming available. Statistical information reported herein has been derived from official publications of, and
information supplied by, a number of agencies of the Republic, including the Central Agency for Public Mobilization and
Statistics ("CAPMAS"), as well as the Central Bank of Egypt, Egypt's central bank (the "CBE"). Some statistical
information has also been derived from information publicly made available by the International Monetary Fund (the
"IMF"). Certain historical statistical information contained herein is based on estimates that the Republic or its agencies
believe to be based on reasonable assumptions. The Republic's official financial and economic statistics are subject to
review as part of a regular confirmation process. Accordingly, financial and economic information may differ from
previously published figures and may be subsequently adjusted or revised. Certain of the information and data contained in
this Prospectus for all or part of the fiscal year 2008/09 and 2009/10 are preliminary and subject to further adjustment or
revision. While the government of the Republic (the "Government") does not expect revisions to be material, no assurance
can be given that material changes will not be made.
Data Dissemination
Egypt is a subscriber to the IMF's Special Data Dissemination Standard (the "SDDS"), which is designed to improve the
timeliness and quality of information of subscribing member countries. The SDDS requires subscribing member countries
to provide schedules indicating, in advance, the date on which data will be released, the so-called "Advance Release
Calendar". For Egypt, precise dates or "no-later-than dates" for the release of data under the SDDS are disseminated no
later than three months in advance through the Advance Release Calendar, which is published on the Internet under the
IMF's Dissemination Standards Bulletin Board. Summary methodologies of all metadata to enhance transparency of
statistical compilation are also provided on the Internet under the IMF's Dissemination Standard Bulletin Board. The
website is http://dsbb.imf.org/Applications/web/sddscountrycategorylist/?strcode=EGY. The website and any information
on it are not part of this Prospectus.
Certain Conventions
The following terms have the following meanings for the purposes of this Prospectus:
·
Gross domestic product, or "GDP", is a measure of the total value of final products and services produced
in a country in a specific year. Nominal GDP measures the total value of final production in current
prices. Real GDP measures the total value of final production in constant prices of a particular year, thus
allowing historical GDP comparisons that exclude the effect of inflation. In this Prospectus, real GDP
figures are based on constant 2001/02 prices for the years 2004/05 and constant 2006/07 prices thereafter.
·
The inflation rate provides an aggregate measure of the rate of change in the prices of goods and services
in the economy. The Republic measures the inflation rate by the percentage change between two periods
in the consumer price index (the "CPI"), unless otherwise specified. The CPI is based on a basket of
goods and services that reflects the pattern of consumption of Egyptian households. Starting in July 2004,
the Republic has calculated the CPI on the basis of a basket and weights derived from the 1999/2000
income and expenditure survey conducted by CAPMAS. The Government is considering amending the
methodology used to calculate the CPI, including, inter alia, the basket of goods and services used to
calculate the CPI. If and when such amendments are made, CPI figures may not be comparable to those
set forth in this Prospectus.
Exchange Rates
All references in this Prospectus to "Egyptian pounds" and "LE" are to the currency of the Arab Republic of Egypt, and
all references in this Prospectus to "U.S. Dollars", "dollars" and "U.S.$" are to the currency of the United States of
America.
iii

For ease of presentation, the Republic presents certain financial information as translated into U.S. Dollars. Unless
otherwise indicated, such translations have been performed using the weighted average exchange rate for the year to which
the translated amount relates. The CBE calculated this weighted average exchange rate for amounts prior to January 1,
2005 based on the official exchange rate and, since the introduction of the Egyptian interbank market for foreign currency in
December 2004, based on spot transactions in the interbank market. These translations, including translations of Egyptian
Pounds into U.S. Dollars, have been performed solely for your convenience and should not be construed as a representation
that the amounts in question have been, could have been or could be, converted into any particular denomination at any
particular rate or at all.
On April 22, 2010, the market exchange rate (buy rate) as published by the CBE was U.S.$1.00 = LE 5.5266. See
"Monetary System--Foreign Exchange Rates".
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements. These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends",
"may", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or in
relation to discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements are
statements that are not historical facts, including statements about the Republic's beliefs and expectations. These statements
are based on current plans, estimates and projections and, therefore, undue reliance should not be placed on them. Forward-
looking statements speak only as of the date they are made. Although the Government believes that beliefs and expectations
reflected in such forward-looking statements are reasonable, no assurance can be given that such beliefs and expectations
will prove to have been correct.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual
results to differ materially from those expressed in any forward-looking statement. The information contained in this
Prospectus identifies important factors that could cause such differences, including, but not limited to:
·
Adverse external factors, such as the global financial crisis, changes in international commodity prices,
high international interest rates and recession, international terrorism, low economic growth in the
Republic's trading partners, changes in policies of international institutions, credit downgrades or changes
in foreign aid policies. Changes in international commodity prices and high international interest rates
could increase the Republic's current account deficit and budgetary expenditures. Recession,
international terrorism or low economic growth in the Republic's trading partners could decrease exports,
tourism receipts, induce a contraction of the Republic's economy and, indirectly, reduce tax revenues and
other public sector revenues and adversely affect the Republic's fiscal accounts. Changes in the policies
of international institutions, such as the International Monetary Fund or the World Bank, or countries'
foreign aid policies could affect the Republic's future access to funding.
·
Adverse domestic factors, such as a decline in foreign direct investment, increases in domestic inflation,
high domestic interest rates and exchange rate volatility, which could lead to lower economic growth or a
decrease in the Republic's international reserves.
·
Other adverse factors that may affect the Middle East.
ENFORCEMENT OF CIVIL LIABILITIES
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon judgments
of courts in the United States against the Republic. The Republic will irrevocably appoint Ambassador Sameh Shoukry,
Washington, D.C., and each of his successors, as its authorized agent in the United States on whom process may be served
in any action arising out of or based on the Notes, with the exception of any actions arising out of or based on United States
federal or state securities law. The Republic will irrevocably submit to, and accept the non-exclusive jurisdiction of, any
United States federal or New York State court located in the Borough of Manhattan, the City of New York, with respect to
any suit, action or proceeding arising out of or based on the Notes and will irrevocably and unconditionally waive, to the
iv

fullest extent permitted by law, any objection which the Republic may have based on improper venue or forum non
conveniens to the conduct of any such suit, action or proceeding in any such court.
To the extent that the Republic may in any jurisdiction claim or acquire for itself or its assets immunity (sovereign or
otherwise) from suit, execution, attachment or other legal process (whether through service or notice or otherwise), the
Republic irrevocably agrees for the benefit of holders of Notes not to claim, and irrevocably waives such immunity, to the
fullest extent permitted by the laws of such jurisdiction (other than immunity from pre-judgment attachment or any action
arising out of or based on United States federal or state securities law, which is expressly not waived). The waiver of
immunity, to the extent contemplated herein, will have the fullest scope permitted under the Foreign Sovereign Immunities
Act of 1976 of the United States and is intended to be irrevocable for the purposes of such act, but such waiver shall
otherwise constitute a limited and specific waiver for the purposes of the Fiscal Agency Agreement (as defined herein) and
the Notes and under no circumstances shall such waiver be interpreted as a general waiver by the Republic or a waiver of
immunity in respect of (a) property used by a diplomatic or consular mission of the Republic, (b) property of a military
character and under the control of a military authority or defense agency of the Republic or (c) property located in the
Republic and dedicated to a public or governmental use (as distinct from property dedicated to a commercial use) by the
Republic.
Enforcement of foreign court judgments in the Republic is subject to the following conditions:
·
the foreign courts rendering the relevant judgment must offer reciprocal treatment to judgments obtained
in the courts of the Republic; if such reciprocal treatment is not offered by the foreign court where the
judgment is obtained, the Republic's courts will re-examine the merits of the case;
·
the courts of the Republic are not exclusively competent to hear the dispute the subject of the foreign
judgment, and the foreign courts are shown to have been competent to hear the dispute in accordance with
their own respective laws;
·
the parties to the dispute were duly notified and properly represented in the proceedings;
·
the foreign judgment is final, non-appealable and conclusive in accordance with relevant law; and
·
the foreign judgment does not conflict with a prior Egyptian judgment on the same subject matter and is
not contrary to public order in the Republic.
Egyptian counsel to the Republic have advised that there is no treaty between the Republic and the United States or between
the Republic and the United Kingdom, nor are they aware of any Egyptian court decision that was enforced by the courts of
the United States or the United Kingdom which would satisfy the first criterion above.

v

TABLE OF CONTENTS
Page
RESPONSIBILITY STATEMENT............................................................................................................................................i
IMPORTANT NOTICE .............................................................................................................................................................i
KINGDOM OF SAUDI ARABIA NOTICE............................................................................................................................ ii
NOTICE TO NEW HAMPSHIRE RESIDENTS..................................................................................................................... ii
PRESENTATION OF INFORMATION................................................................................................................................. iii
FORWARD-LOOKING STATEMENTS ................................................................................................................................iv
ENFORCEMENT OF CIVIL LIABILITIES ...........................................................................................................................iv
SUMMARY...............................................................................................................................................................................1
RISK FACTORS .......................................................................................................................................................................6
USE OF PROCEEDS ..............................................................................................................................................................10
THE ARAB REPUBLIC OF EGYPT .....................................................................................................................................11
THE ECONOMY ....................................................................................................................................................................20
EXTERNAL SECTOR............................................................................................................................................................42
MONETARY SYSTEM..........................................................................................................................................................49
PUBLIC FINANCE.................................................................................................................................................................61
PUBLIC SECTOR DEBT .......................................................................................................................................................72
TERMS AND CONDITIONS OF THE NOTES ....................................................................................................................80
FORMS OF THE NOTES .......................................................................................................................................................90
GLOBAL CLEARANCE AND SETTLEMENT ....................................................................................................................93
TAXATION.............................................................................................................................................................................97
PLAN OF DISTRIBUTION..................................................................................................................................................100
TRANSFER RESTRICTIONS..............................................................................................................................................103
GENERAL INFORMATION................................................................................................................................................105

vi

SUMMARY
This summary must be read as an introduction to this Prospectus and the exhibits hereto, and any decision to invest in the
Notes should be based on a consideration of this Prospectus and the exhibits hereto, as a whole. Where a claim relating to
the information contained in this Prospectus is brought before a court in a Member State, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of translating this
Prospectus before the legal proceedings are initiated.
Overview of the Republic
Egypt is located in North Africa, bordering the Mediterranean Sea, the Red Sea, Libya, the Gaza Strip, Israel and Sudan.
With a population of 72.6 million according to the latest census conducted in 2006 (the "2006 Census"), Egypt is the most
populous country in the Middle East and the second most populous country on the African continent.
The Republic's current constitution, which was approved by referendum in 1971 and most recently amended in 2007, states
that Egypt is a democratic state based on citizenship, guaranteeing the equality of all citizens before the law. The
constitution provides for three independent branches of government: an executive branch headed by the President, a
bicameral legislative branch consisting of the People's Assembly (the lower house) and the Shoura Council (the upper
house) and the judicial branch comprising of the Courts of Justice.
The Government has undertaken an ambitious structural reform program, which includes measures to liberalize foreign
trade, encourage domestic and foreign investment, privatize state-owned entities, strengthen the balance sheets of state-
owned banks, enhance private sector development and maintain macroeconomic stability. Such reforms have contributed to
an improvement in the fiscal performance of the Republic, including a decline of the gross domestic budget sector debt from
101% of GDP as at June 30, 2005 to 65.9% as at December 31, 2009.
During the past five years, the Egyptian economy has grown significantly. The annual real GDP growth rate increased by
4.5% in 2004/05, 6.8% in 2005/06, 7.1% in 2006/07, 7.2% in 2007/08 and 4.7% in 2008/09. For the period from June to
December 2009, real GDP grew by 4.8%, as compared to the corresponding period in 2008.
Between 1991 and 2003, the exchange rate of the Egyptian Pound was pegged to the U.S. Dollar. In January 2003, the CBE
abandoned the U.S. Dollar peg and the Egyptian Pound now floats freely against foreign currencies. In the period from
June 2003 to March 2010, the value of the Egyptian Pound, calculated on a monthly average basis, has appreciated against
the U.S. Dollar from U.S.$1.00 = LE 6.03 to U.S.$1.00 = LE 5.47, or 9.3%.
Net Foreign Direct Investment ("Net FDI") increased from U.S.$6.1 billion in 2005/06 to U.S.$13.2 billion in 2007/08,
primarily as a result of investments in oil and gas sectors. Net FDI decreased to U.S.$8.1 billion in 2008/09, primarily as a
result of the global financial crisis.
1

Selected Economic Information

2004/05
2005/06
2006/07
2007/08
2008/09(1)
Domestic Economy:

Nominal GDP (LE billions) ............................................. 538.5 617.7 744.8 895.5
1,038.6
Real GDP (LE billions)(2)................................................. 425.2 454.3 744.8 798.1 835.4
Real GDP Growth Rate (%)(2)(3) ...................................... 4.5 6.8 7.1 7.2 4.7
Consumer Price Index (%)(4) ........................................... 11.4 4.2 11.0 11.7 16.2

Balance of Payments (in U.S.$ millions):
Exports of Goods (FOB).................................................. 13,833 18,455 22,018 29,356 25,169
Imports of Goods (CIF) ...................................................
(24,193) (30,441) (38,308) (52,771) (50,342)
Current Account Balance(5).............................................. 2,911 1,752 2,269 888
(4,424)
Overall Balance(5) ............................................................ 4,478 3,253 5,282 5,420
(3,378)
Net International Reserves(5)............................................ 19,302 22,931 28,559 34,572 31,310
Months of Import Coverage(6).......................................... 9.6 9.0 8.9 7.9 7.5
Gross External Debt/GDP (%)(7)...................................... 31.1 27.6 22.8 20.1 17.0
Gross External Government Debt/GDP (%).................... 19.6 17.6 14.9 12.9 13.9

Public Finance (LE billions):

Total Revenues ................................................................
110,864 151,266 180,215 221,404 282,505
Total Expenditure ............................................................
161,611 207,811 222,029 282,290 351,500
Overall Balance ...............................................................
(51,643)
(50,385) (54,697) (61,122) (71,826)
Overall Deficit (% of GDP)............................................. 9.6 8.2 7.3 6.8 6.9
Primary Deficit (% of GDP) ............................................ 3.5 2.2 0.9 1.2 1.8
__________
Notes:
(1) Preliminary
data.
(2)
Real GDP is calculated using constant prices using the 2001/02 as the base year for the years 2004/05 and 2005/06 and 2006/07 as the base year
thereafter.
(3)
Percentage from previous years.
(4)
Annual rate of change.
(5)
As at June 30 of the relevant year.
(6)
Imports of goods.
(7)
Includes external debt of public and private sectors.

2

Summary of the Offering
The following is a summary of certain information contained elsewhere in this Prospectus. It does not purport to be
complete and is qualified in its entirety by the more detailed information appearing elsewhere in this Prospectus.
Prospective investors should also carefully consider the information set forth in "Risk Factors" below prior to making an
investment decision. Capitalized terms not otherwise defined in this summary have the same meaning as in the terms and
conditions of the Notes (the "Conditions"). See "Terms and Conditions of the Notes" for a more detailed description of the
Notes.
Issuer ................................................... . The Arab Republic of Egypt.
2020 Notes

2020 Notes.................................... U.S.$1,000,000,000 principal amount of 5.75% Notes due 2020.
2020 Notes Maturity Date............ April 29, 2020.
2020 Notes Interest ...................... 5.75% per year, computed on the basis of a 360-day year of twelve 30-day months.
2020 Notes Interest Payment
The Republic will pay interest semi-annually in arrear on April 29 and October 29 of each
Dates............................................. year, commencing on October 29, 2010.
See "Terms and Conditions of the Notes--4. Interest."
2020 Notes Offer Price ................ 100% of the principal amount.
2040 Notes

2040 Notes.................................... U.S.$500,000,000 principal amount of 6.875% Notes due 2040.
2040 Notes Maturity Date............ April 30, 2040.
2040 Notes Interest ...................... 6.875% per year, computed on the basis of a 360-day year of twelve 30-day months.
2040 Notes Interest Payment
The Republic will pay interest semi-annually in arrear on April 30 and October 30 of each
Dates............................................. year, commencing on October 30, 2010.
See "Terms and Conditions of the Notes--4. Interest."
2040 Notes Offer Price ................ 99.059% of the principal amount.
Redemption ......................................... The Republic may not redeem the Notes before maturity. At maturity, the Republic will
redeem the Notes at par.
See "Terms and Conditions of the Notes--5. Redemption, Purchase and Cancellation".
Denominations .................................... The Notes will be offered and sold, and may only be transferred, in minimum principal
amounts of U.S.$100,000 and integral multiples of U.S.$1,000.
Status ................................................... The Notes will be direct, unconditional, unsecured (subject to a negative pledge undertaking)
and unsubordinated obligations of the Republic. The Notes will rank equally among
themselves and with all other unsecured and unsubordinated External Indebtedness (as
defined in the Conditions) of the Republic.
See "Terms and Conditions of the Notes--2. Status."
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