Obligation Tunisia 6.375% ( XS2023699874 ) en EUR

Tunisia

100 % ▲

Tunisie

XS2023699874 ( en EUR )

6.375% par an ( paiement annuel )

14/07/2026

Prospectus brochure de l'obligation Tunisia XS2023699874 en EUR 6.375%, échéance 14/07/2026

100 000 EUR

700 000 000 EUR

15/07/2025 ( Dans 123 jours )

La Tunisie est un pays d'Afrique du Nord bordé par la Méditerranée, connu pour son histoire riche, sa culture diversifiée et ses paysages variés, allant des plages sablonneuses aux montagnes et aux déserts.

L'Obligation émise par Tunisia ( Tunisie ) , en EUR, avec le code ISIN XS2023699874, paye un coupon de 6.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/07/2026

Banque Centrale de Tunisie
acting on behalf of
The Republic of Tunisia
700,000,000 6.375% Notes due 2026
Issue Price: 99.314%
The 700,000,000 6.375% Notes due 2026 (the "Notes") are being issued by Banque Centrale de Tunisie (the "Bank") acting on behalf of The Republic of
Tunisia (the "Issuer"). The Issuer will pay interest on the Notes annually in arrear on 15 July in each year, commencing on 15 July 2020. Payments on the
Notes will be made without deduction for or on account of taxes imposed by The Republic of Tunisia or any political subdivision thereof or any authority
therein or thereof having power to tax, to the extent described under "Terms and Conditions of the Notes--Taxation".
Unless previously purchased and cancelled, the Notes will be redeemed at their principal amount, together with accrued interest, on 15 July 2026.
The Bank is acting solely as agent of The Republic of Tunisia in connection with the issue of the Notes. Accordingly, the obligations of the Issuer under the
Notes and all related documents are not obligations of the Bank itself (and the Notes do not represent a liability of the Bank itself) but are obligations of The
Republic of Tunisia (and the Notes accordingly represent a liability of The Republic of Tunisia). The Bank has not waived immunity with respect to its own
assets or any other immunity available to it.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any State or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act. For a summary of certain restrictions on resale, see "Transfer
Restrictions" and "Subscription and Sale".
The Notes will be offered and sold outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and within the United
States to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"). Prospective purchasers are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN
FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES.
The Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 (the
"Luxembourg Act") relating to prospectuses for securities has approved this Prospectus for the purposes of Directive 2003/71/EC, as amended or superseded
(the "Prospectus Directive"), and application has been made to the Luxembourg Stock Exchange for listing of the Notes on the official list of the
Luxembourg Stock Exchange (the "Official List") and for admission to trading of the Notes on the Luxembourg Stock Exchange's regulated market. By
approving this Prospectus, the CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the quality and solvency of The
Republic of Tunisia in line with the provisions of Article 7(7) of the Luxembourg Act. References in this Prospectus to the Notes being "listed" (and all related
references) shall mean that the Notes have been listed on the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the
Council on markets in financial instruments.
The Notes are expected to be rated B2 by Moody's Investors Service Ltd. ("Moody's") and B+ by Fitch Ratings Ltd. ("Fitch"). Each of Moody's and Fitch is
established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009
on credit rating agencies (the "CRA Regulation"). As such, each of Moody's and Fitch is included in the latest update of the list of registered credit rating
agencies published by the European Securities and Markets Authority on its website: http://www.esma.europa.eu/page/List-registered-and-certified-CRAs in
accordance with the CRA Regulation as of the date of this Prospectus. A credit rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
The Notes will be offered and sold in registered form in denominations of 100,000 or any amount in excess thereof which is an integral multiple of 1,000.
The Notes that are offered and sold in reliance on Regulation S (the "Unrestricted Notes") will be represented by beneficial interests in a global note (the
"Unrestricted Global Note") and the Notes that are offered and sold in reliance on Rule 144A (the "Restricted Notes") will be represented by beneficial
interests in a global note (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes"), in each case in registered form
and without interest coupons attached, which will in each case be registered in the name of Citivic Nominees Limited, as nominee for, and will be deposited on
or about 15 July 2019 (the "Issue Date") with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream,
Luxembourg"). Interests in the Restricted Global Note will be subject to certain restrictions on transfer. Beneficial interests in the Global Note will be shown
on, and transfers thereof will be effected only through, records maintained by Euroclear, Clearstream, Luxembourg and their respective participants. Except in
the limited circumstances as described herein, certificates will not be issued in exchange for beneficial interests in the Global Notes.
GLOBAL COORDINATOR
Citigroup
JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS

Citigroup
NATIXIS
Standard Chartered Bank
The date of this Prospectus is 11 July 2019.

IMPORTANT NOTICES
This document comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the purposes
of the Luxembourg Act.
References in this Prospectus to the "Issuer" are to the Banque Centrale de Tunisie acting on behalf of The Republic of
Tunisia for the purposes of issuing the Notes as described in this Prospectus.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Issuer (having made all reasonable enquiries and 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 and completeness of such information.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, The Republic of Tunisia,
Citigroup Global Markets Limited (the "Global Coordinator") or the Joint Lead Managers (as defined in "Subscription
and Sale") to subscribe or purchase any of the Notes. The distribution of this Prospectus and the offering of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to
inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see
"Subscription and Sale".
No person is authorised in connection with the offering of the Notes to give any information or to make any
representation regarding the Issuer, The Republic of Tunisia or the Notes not contained in this Prospectus and any
information or representation not so contained must not be relied upon as having been authorised by or on behalf of the
Issuer, The Republic of Tunisia, the Global Coordinator or the Joint Lead Managers. A potential investor should
carefully evaluate the information provided herein in light of the total mix of information available to it, recognising
that neither the Issuer nor The Republic of Tunisia nor any other person can provide any assurance as to the reliability
of any information not contained in this document. Neither the delivery of this Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs
of The Republic of Tunisia since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial, political and/or economic position
of The Republic of Tunisia since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in connection with
the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
To the fullest extent permitted by law, the Global Coordinator and the Joint Lead Managers accept no responsibility
whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by the Global
Coordinator or a Joint Lead Manager or on their behalf in connection with the Issuer, The Republic of Tunisia or the
issue and offering of the Notes or accept any responsibility for any act or omission of the Issuer or any other person
(other than the Global Coordinator or the relevant Joint Lead Manager, as applicable) in connection with the issue and
offering of the Notes. Each of the Global Coordinator and the Joint Lead Managers accordingly disclaims all and any
liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in
respect of this Prospectus or any such statement. The Fiscal Agent, the Registrar, the Paying Agents and the Transfer
Agents referred to herein make no representation regarding this Prospectus or the Notes.
MiFID II Product Governance: Solely for the purposes of each 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 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 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
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
IN CONNECTION WITH THE ISSUE OF THE NOTES, NATIXIS AS STABILISING MANAGER (THE
"STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY
OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE
OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
i

THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF
THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE NOTES 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 AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF SUCH NOTES. ANY STABILISATION ACTION OR OVER
ALLOTMENT SHALL BE CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
NOTICE TO BAHRAIN RESIDENTS
In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Prospectus and related
offering documents may only be offered in registered form to existing account holders and accredited investors as
defined by the Central Bank of Bahrain (the "CBB") in the Kingdom of Bahrain where such investors make a minimum
investment of at least U.S.$100,000 or any equivalent amount in other currency or such other amount as the CBB may
determine.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central
Bank and Financial Institutions Law 2006 (decree Law 64 of 2006). This Prospectus and related offering documents
have not been and will not be registered as a prospectus with the CBB. Accordingly, no securities may be offered, sold
or made the subject of an invitation for subscription or purchase nor will this Prospectus or any other related document
or material be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly
or indirectly, to persons in the Kingdom of Bahrain, other than to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered the Prospectus or related offering documents and it has not in any
way considered the merits of the securities to be offered for investment, whether in or outside the Kingdom of Bahrain.
Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and information
contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from
reliance upon the whole or any part of the content of this document. No offer of securities will be made to the public in
the Kingdom of Bahrain and this Prospectus must be read by the addressee only and must not be issued, passed to, or
made available to the public generally.
NOTIFICATION UNDER SECTION 309B(1)(c) OF THE SECURITIES AND FUTURES
ACT (CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO
TIME (THE "SFA")
In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations
2018 (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP
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).

ii

PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES
All references in this document to "Tunisian Dinars", "Dinars", "millimes" or "TD" are to the currency of The
Republic of Tunisia, references to "U.S. Dollars", "U.S.$", "USD", and "$" are to the currency of the United
States of America, references to "Japanese Yen" or "JPY" are to the currency of Japan and references to "EUR"
"" or "Euro" are to the currency introduced at the start of the third stage of the European economic and monetary
union pursuant to the Treaty establishing the European Community, as amended. References in this document to
the "Government" are to the Government of The Republic of Tunisia.
For ease of presentation, certain financial information relating to The Republic of Tunisia or the Bank included
herein is presented in U.S. Dollars. Except as otherwise stated in this Prospectus, any amounts stated in U.S.
Dollars as of a stated date or for a stated period were converted from Dinars into U.S. Dollars at the rate of
exchange either prevailing on such date or calculated at the average rate of exchange for such period, as the case
may be. However, these translations should not be construed as representations that the Tunisian Dinar amounts
actually represent such U.S. Dollar amounts or could be converted into U.S. Dollars at the rate indicated or any
other rate.
The following table sets forth the average annual exchange rate of the Dinar against certain major currencies in
each of the years indicated:
Average Annual Exchange Rates(1)

2014
2015
2016
2017
2018

(TD per unit of currency unless otherwise indicated)

USD ...............................................................
1.7001
1.9623
2.1472
2.4195
2.6469
JPY(2) .............................................................
16.0005
16,1265
19.6675
21.3218
23.7811
EUR ...............................................................
2.2531
2.1770
2.3740
2.7238
3.1272
________________
Notes:
(1) The annual average of the daily interbank rates on the Tunisian interbank foreign exchange market as published by the Bank.
(2) TD/1,000 yen.
The following table sets forth the monthly exchange rate of the Tunisian Dinar against the U.S. Dollar and the Euro
in 2018 and 2019:
Average Monthly Exchange Rates(1)
Month
U.S. Dollar
Euro

January 2018 ...............................................................................
2.4625
2.9601
February 2018 .............................................................................
2.4245
2.9761
March 2018 ..................................................................................
2.4270
2.9814
April 2018 ....................................................................................
2.4276
2.9948
May 2018 .....................................................................................
2.5163
3.0258
June 2018 .....................................................................................
2.6013
3.0936
July 2018 ......................................................................................
2.6548
3.1395
August 2018 .................................................................................
2.7575
3.1708
September 2018 ................................................................
2.7763
3.2374
November 2018 ................................................................
2.8380
3.2580
December 2018 ................................................................
2.9101
3.3077
January 2019 ................................................................................
2.9725
3.3846
February 2019 ..............................................................................
3.0203
3.4468
March 2019 ..................................................................................
3.0527
3.4647
April 2019 ....................................................................................
3.0291
3.4088
May 2019 .....................................................................................
2.9898
3.3428
________________
Note:
(1) The monthly average of the daily interbank rates on the Tunisian interbank foreign exchange market as published by the Bank.
iii

On 27 June 2019, the daily average U.S. Dollar/Tunisian Dinar rate of exchange as reported by the Bank was
TD 2.8779 = U.S.$1.00, the daily average Japanese Yen/Tunisian Dinar rate of exchange as reported by the Bank
was TD 26.6786 = JPY1,000 and the daily average Euro/Tunisian Dinar rate of exchange as reported by the Bank
was TD 3.2709 = 1.00.
GDP growth figures are calculated by dividing GDP at constant market prices for the current year by GDP at
current market prices for the previous year.
Certain monetary amounts included in this Prospectus have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede
them.
Statistical information reported herein has been derived from official publications of, and information supplied by,
a number of agencies of The Republic of Tunisia (including the Bank). Unless otherwise stated, all annual
information, including budget information, is based on calendar years.

iv

JURISDICTION AND ENFORCEMENT
The Republic of Tunisia is a sovereign state, and the Bank is an instrumentality of the state acting on behalf of The
Republic of Tunisia for the purposes of issuing the Notes. As a result, it may be difficult for investors to obtain or
realise judgments against The Republic of Tunisia in the English courts or the courts of any other country. In
connection with the offering to which this Prospectus relates, The Republic of Tunisia and the Bank (acting solely
in its capacity as agent for The Republic of Tunisia in respect of the Notes) have irrevocably submitted to the non-
exclusive jurisdiction of the courts of England for purposes of any suit, action or proceeding arising out of or in
connection with the Fiscal Agency Agreement, the Deed of Covenant and/or the Notes and that accordingly any
suit, action or proceedings arising out of, or in connection therewith (together referred to as "Proceedings") may
be brought in such courts. The Republic of Tunisia and the Bank (acting solely in its capacity as agent for The
Republic of Tunisia in respect of the Notes) have also irrevocably waived any objection which either of them may
have to the laying of the venue of any such Proceedings in any such courts and any claim that any such
Proceedings have been brought in an inconvenient forum.
In addition, to the extent that The Republic of Tunisia may, in any jurisdiction, claim or acquire for itself or its
assets immunity (sovereign or otherwise) from jurisdiction, suit, execution, attachment (whether in aid of execution
before judgment or otherwise) or other legal process (whether through service or notice or otherwise), the Bank,
acting on behalf of The Republic of Tunisia, has irrevocably agreed for the benefit of the investors in the Notes not
to claim, and has irrevocably waived, such immunity, to the fullest extent permitted by the laws of such
jurisdiction. However, the waiver of immunity does not extend to (i) present or future "premises of the mission" as
such term is defined in the Vienna Convention on Diplomatic Relations signed in 1961, or "consular premises" as
such term is defined in the Vienna Convention on Consular Relations signed in 1963 or (ii) military property or
military assets of The Republic of Tunisia, in each case under the control of a military authority or defence agency
of The Republic of Tunisia or (iii) property located in The Republic of Tunisia dedicated to a public or
governmental use (as opposed to a commercial use) by The Republic of Tunisia.
Under Article 37 of the Public Accounting Code of The Republic of Tunisia, the property, assets and receivables of
The Republic of Tunisia, public establishments and local administrations are immune from attachment or
execution, regardless of their use. There is no judicial precedent in Tunisia as to whether a waiver of immunity
from attachment and execution on property, assets or receivables of The Republic of Tunisia located in Tunisia,
such as that contained in Condition 18(c) of the Notes, is valid as a matter of Tunisian law.
If any Noteholder wishes to bring any Proceedings, it must bring such Proceedings directly against The Republic of
Tunisia, rather than the Bank. Such Proceedings may be brought against The Republic of Tunisia in the courts of
England and, to the extent described above, The Republic of Tunisia will not assert immunity in any such
Proceedings.
Tunisian law permits The Republic of Tunisia and state-owned entities such as the Bank to choose a law other than
Tunisian law to govern their commercial and private transactions and also to submit to a jurisdiction other than the
jurisdiction of the Tunisian courts, to settle any dispute or to opt for arbitration. A Tunisian judge will therefore
order the enforcement in The Republic of Tunisia of foreign judgments without re-examining the merits of a claim,
except that enforcement of foreign judgments may be denied if (i) the underlying claim is subject to the exclusive
jurisdiction of Tunisian courts, (ii) a prior Tunisian judgment has already been rendered with regard to the relevant
claim, (iii) the foreign judgment is contrary to principles of Tunisian public policy, (iv) the foreign judgment to be
enforced has been cancelled in the jurisdiction where it has been rendered, or (v) the jurisdiction where the
judgment has been rendered does not apply reciprocity rules in its relationship with The Republic of Tunisia. In
addition, Tunisian courts have jurisdiction in respect of any proceedings relating to civil non-contractual claims
where the underlying actions have taken place, or the damage has been suffered, in the territory of The Republic of
Tunisia, notwithstanding any provision to the contrary in the Notes or in any documents executed in connection
with the issuance of the Notes. See "Risk Factors--Risks relating to The Republic of Tunisia--The Republic of
Tunisia is a sovereign state, and it may therefore be difficult for investors to obtain or realise judgments of courts
in other countries against The Republic of Tunisia".

v

FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Prospectus constitute forward-looking statements. Statements that are not
historical facts are forward-looking statements. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue"
or similar terminology. These statements are based on the Bank's and the Government's current plans, objectives,
assumptions, estimates and projections. Investors should therefore not place undue reliance on those statements.
Forward-looking statements speak only as of the date that they are made and neither the Issuer nor The Republic of
Tunisia undertakes to update any forward-looking statements in light of new information or future events. Forward-
looking statements involve inherent risks and uncertainties. The Bank cautions that a number of important factors could
cause actual results to differ materially from those contained in any forward-looking statement. In addition to the factors
described in this Prospectus, including those discussed under "Risk Factors", the following factors, among others, could
cause future results to differ materially from those expressed in any forward-looking statements made in this
Prospectus:
External factors, such as:

regional security concerns in the Middle East and North Africa ("MENA"), including the spillover effect of
conflicts in Libya, Syria and Iraq and the increase in terrorist activity in the region;

changes in international commodity prices or prevailing interest rates, which could adversely affect The
Republic of Tunisia's balance of payments and budget deficit;

a recession or low economic growth in The Republic of Tunisia's trading partners, in particular any economic
slowdown in the European Union (the "EU"), which accounted for 61.6% of Tunisian foreign trade in 2016,
62.2% in 2017 and 61.3% of Tunisian foreign trade in 2018; or

changes in the level of support by The Republic of Tunisia's multilateral and bilateral creditors or changes in the
terms on which such creditors provide financial assistance to The Republic of Tunisia or any of its agencies or
fund new or existing projects.
Internal factors, such as:

instances of terrorism or continuing political and socio-economic unrest in The Republic of Tunisia and a failure
by the new Government to successfully address the underlying causes of the 14 January 2011 Revolution (as
defined below), such as high unemployment among university graduates, poverty among parts of the population,
as well as significant existing regional disparities in wealth within The Republic of Tunisia; or

a decline in foreign direct investment ("FDI"), a decline in foreign currency reserves, increases in domestic
inflation, exchange rate volatility, or a significant increase in the level of domestic and external debt, which
could lead to lower economic growth or a decrease in the Bank's and The Republic of Tunisia's foreign currency
reserves.

vi

TABLE OF CONTENTS
IMPORTANT NOTICES ................................................................................................................................... i
PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES ..................................... iii
JURISDICTION AND ENFORCEMENT ........................................................................................................ v
FORWARD-LOOKING STATEMENTS ........................................................................................................ vi
RISK FACTORS ............................................................................................................................................... 1
OVERVIEW .................................................................................................................................................... 20
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 25
PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM AND CLEARING AND
SETTLEMENT ARRANGEMENTS.............................................................................................................. 41
TRANSFER RESTRICTIONS........................................................................................................................ 44
USE OF PROCEEDS ...................................................................................................................................... 46
THE REPUBLIC OF TUNISIA ...................................................................................................................... 47
THE TUNISIAN ECONOMY ........................................................................................................................ 64
FOREIGN TRADE AND BALANCE OF PAYMENTS ............................................................................. 102
PUBLIC FINANCE ....................................................................................................................................... 116
PUBLIC DEBT ............................................................................................................................................. 131
THE BANK AND THE BANKING SYSTEM ............................................................................................ 149
TAXATION .................................................................................................................................................. 175
SUBSCRIPTION AND SALE ...................................................................................................................... 179
GENERAL INFORMATION........................................................................................................................ 182

vii

RISK FACTORS
An investment in the Notes involves risks. Accordingly, prospective investors should carefully consider, amongst other
things, the risks described below, as well as the detailed information set out elsewhere in this Prospectus, and reach
their own views before making an investment decision. The risks and uncertainties described below are not the only
risks and uncertainties related to The Republic of Tunisia and the Notes. Additional risks and uncertainties not
presently known or currently believed to be immaterial could also impair the ability to make payments on the Notes. If
any of the following risks actually materialise, the financial condition and prospects of The Republic of Tunisia could
be materially adversely affected. If that were to happen, the trading price of the Notes could decline and The Republic
of Tunisia may be unable to make payments due on the Notes, and investors may lose all or part of their investment.
Risks relating to Investments in Emerging Markets
Investing in securities involving emerging markets generally involves a higher degree of risk than more developed
markets
Generally, an investment in emerging markets, such as Tunisia, is only suitable for sophisticated investors who fully
appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets. Investors are
urged to consult their own legal and financial advisers before making an investment in the Notes. Such risks include,
but are not limited to, potentially higher volatility and more limited liquidity in respect of the Notes, a narrow export
base, a less-diversified economy, infrastructure challenges that may limit the prospects for economic growth, significant
socio-economic challenges, greater political risk and a generally higher likelihood of significant changes in the political
and economic environment. Tunisia's budget deficits and other weaknesses characteristic of emerging market
economies make it susceptible to future adverse effects. Emerging markets can also experience significant governance
challenges, such as corruption and misuse of public funds, than more mature markets, which could affect the ability of
governments and their instrumentalities, such as those in Tunisia, to meet their obligations vis-à-vis investors. Any of
these factors, as well as volatility in the markets for securities similar to the Notes, may adversely affect the value or
liquidity of the Notes.
Disruptions experienced during previous years in the international capital markets have also led to reduced liquidity and
increased credit risk premiums for certain market participants and have resulted in financing being unavailable for
certain entities. Emerging markets may be particularly susceptible to disruptions in the capital markets and the reduced
availability of credit or the increased cost of debt, which could result in emerging markets issuers, such as Tunisia,
experiencing financial difficulty. In addition, the availability of credit within emerging markets is significantly
influenced by levels of investor confidence in such markets as a whole and so any factors that impact market confidence
(for example, a decrease in credit ratings or state or central bank intervention) could affect the price or availability of
funding within any of these markets.
International investors' reactions to events occurring in one emerging market country or region sometimes appear to
lead to a "contagion" effect, in which an entire region or class of investment is disfavoured by such investors. If such a
"contagion" effect occurs, Tunisia could be adversely affected by negative economic, security or financial
developments in other emerging market countries or regions. Tunisia has been adversely affected by "contagion" effects
in the past, including the recent events in Libya, violence involving the terrorist organisation known as the
"Islamic State" ("Daesh") and other recent events of volatility in the MENA region, as well as global events, such as
the Eurozone crisis and the global financial crisis. No assurance can be given that it will not be affected by similar
events in the future. Certain emerging markets, including Turkey and Argentina, are currently experiencing economic
adverse events, including depreciations of the local currency and rising inflation. Such events may reduce investors'
interest in emerging markets in general, including Tunisia, and there can be no assurance that Tunisia will not be
affected by investors' reactions to the negative economic conditions in Turkey, Argentina or elsewhere or more
generally if a "contagion" effect occurs.
As a consequence, an investment in the Notes, which reflects the sovereign risk of The Republic of Tunisia, carries
risks that are not typically associated with investing in more mature markets. These risks may be compounded by
incomplete, unreliable or unavailable economic and statistical data on Tunisia, including elements of information
provided in this Prospectus. Prospective investors should also note that emerging economies, such as the Tunisian
economy, are subject to rapid change. Accordingly, prospective investors should exercise particular care in evaluating
the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate.

1

Risks relating to The Republic of Tunisia
Regional and international considerations have negatively affected, and could continue to negatively affect,
Tunisia's security and economy
Tunisia is located in a region that has been subject to on-going political instability and security concerns, especially in
recent years. Political instability in the Middle East and Northern Africa region has generally increased since the
terrorist attacks of 11 September 2001, the U.S.-led intervention in Iraq, the ongoing conflict in Syria, the threat of
Daesh and the instability and conflict in Libya, which is a neighbour of Tunisia.
Since the "Arab Spring" began, a number of Arab countries have experienced significant political and military
upheaval, conflict and revolutions leading to the departure of long-time rulers in Tunisia, as well as in Egypt, Yemen
and Libya. In particular, the ongoing conflict in Syria has been the subject of significant international attention and
intervention, including by the Russian and Turkish military, and its impact and resolution are difficult to predict. Any
further escalation of this conflict, additional international military intervention in Syria or a more aggressive stance by
parties to the conflict could be a further destabilising factor for the region. The instability caused by the ongoing
conflict has been exacerbated by periodic terrorist attacks by Daesh and groups claiming affiliation with Daesh in
Tunisia, Libya, Syria and Iraq, as well as in other countries, which has, in turn, increased the security challenges faced
by Tunisia, as well as other countries in the region and beyond.
In March 2015, Daesh claimed responsibility for a terrorist attack at the Bardo Museum in Tunis in which 21 foreign
tourists and one Tunisian policemen were killed and 52 persons were injured (the "Bardo Museum Terrorist
Attack"). In June 2015, Daesh claimed responsibility for a terrorist attack on a hotel beach in Sousse in which 38
European tourists were killed and 39 persons were wounded (the "Sousse Terrorist Attack"). Daesh also claimed
responsibility for a further attack on a bus carrying security guards in Tunis in December 2015 in which 12 persons
were killed and another 12 were injured (the "Tunis Bus Terrorist Attack"). A state of emergency was declared
following the Tunis Bus Terrorist Attack, which was most recently extended for a one-month period in May 2019 and
remains in effect. The Tunisian border with Libya at Ras-Jdeir was closed in March 2016 following an attack on an
army base and police station in the eastern town of Ben Guerdane, and has been subsequently closed on a number of
occasions since then. More recently, in July 2016, the Ras-Jdeir border crossing was closed to vehicle traffic as a result
of an attack, and the alternate Sehiba-Wazin crossing was temporarily restricted by the Tunisian army. On 29 August
2016, Islamic militants attacked an army patrol in the Kasserine region, killing three soldiers and wounding seven
others. In August 2017, two soldiers on patrol in Kasserine were wounded by an improvised explosive device. In July
2018, Islamic militants killed six members of Tunisia's security forces in Jendouba province. In May 2019, the UN
placed 26 Tunisian citizens and three organisations, including, inter alia, al Quaeda in the Islamic Maghreb, on its
terrorist blacklist. On 27 June 2019, one policeman was killed and eight people (including three civilians) were injured
in two suicide bombings in central Tunis targeted at a police patrol car and the headquarters of the Government's Anti-
Terrorism Brigade. Daesh has claimed responsibility for these attacks.
Although the Government has increased its counterterrorism efforts since the 14 January Revolution and introduced a
new anti-terrorism law in July 2015, the occurrence of additional terrorist attacks or the continuation of the events
described in "--Tunisia has been affected by, and will continue to be affected by, the ongoing conflict in Libya" below,
or the outbreak of new events in the region could further strain political stability in the region and the Government's
finances. These events have had, and are likely to continue to have, a material adverse impact on the Tunisian economy,
including, but not limited to, declines in tourism flows (which have historically been an important source of foreign
receipts). Any of the foregoing could also lead to a reduction and increased difficulty in attracting FDI to Tunisia, as
well as the diversion of Government resources towards increased military and security spending (which, in turn, has
reduced, and may continue to reduce, overall economic growth and increase Tunisia's budget deficit). See "--The
Tunisian economy faces significant challenges, which has increased pressure on Tunisia's public finances and has led
to rising current account deficits and Government budget deficits--Reduction in tourism receipts".
Tunisia has faced significant political unrest since December 2010
Tunisia experienced an intensive, pacific campaign of civil resistance beginning in December 2010. Widespread
demonstrations were precipitated by high unemployment, corruption, a lack of freedom of speech and other political
freedoms and deteriorating living conditions and led, following four weeks of street protests, to the ousting of President
Ben Ali on 14 January 2011, when he resigned after fleeing to Saudi Arabia, ending 23 years in power (the
"14 January 2011 Revolution"). The 14 January 2011 Revolution resulted in significant changes to Tunisia's political
system. The previous parliament, consisting of the Chamber of Deputies and Chamber of Advisers, was dissolved and,
on 23 October 2011, elections were held for the newly created 217-seat National Constituent Assembly, which saw the
moderate Islamic party, the Ennahda Movement (the "Ennahda Movement") win 89 of the 217 seats. In response to
calls for reform following the 14 January 2011 Revolution, the National Constituent Assembly was granted a mandate
to draft a new constitution. Despite the successful parliamentary elections, the then-Government continued to face

2