Obligation Angola 8.25% ( US035198AB62 ) en USD

Angola

100 % ⇌

Angola

US035198AB62 ( en USD )

8.25% par an ( paiement semestriel )

08/05/2028

Prospectus brochure de l'obligation Angola US035198AB62 en USD 8.25%, échéance 08/05/2028

200 000 USD

1 750 000 000 USD

035198AB6

15/06/2025 ( Dans 48 jours )

L'Angola est un pays d'Afrique australe bordé par la Namibie, la Zambie, la République démocratique du Congo et l'océan Atlantique, riche en ressources naturelles, notamment le pétrole, les diamants et le gaz naturel, mais confronté à des défis de développement socio-économique.

L'Obligation émise par Angola ( Angola ) , en USD, avec le code ISIN US035198AB62, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/05/2028

THE REPUBLIC OF ANGOLA
U.S.$1,750,000,000 8.25 per cent. Notes due 2028
Issue Price: 99.987 per cent.
U.S.$1,250,000,000 9.375 per cent. Notes due 2048
Issue Price: 99.976 per cent.
The U.S.$1,750,000,000 8.25 per cent. Notes due 2028 (the "2028 Notes") and the U.S.$1,250,000,000 9.375 per cent. Notes due 2048 (the "2048 Notes" and, together with the
2028 Notes, the "Notes", and each a "Series") are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A ("Rule 144A") under the United
States Securities Act of 1933 as amended (the "Securities Act") (respectively, the "2028 Restricted Notes" and the "2048 Restricted Notes" and, together, the "Restricted
Notes") and outside the United States in reliance on Regulation S under the Securities Act (respectively, the "2028 Unrestricted Notes" and the "2048 Unrestricted Notes" and,
together, the "Unrestricted Notes").
Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the "UK Listing
Authority") for the Notes to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock
Exchange") for such Notes to be admitted to trading on the London Stock Exchange's regulated market (the "Market"). References in this Prospectus to Notes being "listed"
(and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market
for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (the "Markets in Financial Instruments Directive"). This Prospectus has been approved by the
UK Listing Authority in accordance with Directive 2003/71/EC, as amended (the "Prospectus Directive").
The 2028 Notes will bear interest from and including 9 May 2018 at the rate of 8.25 per cent. per annum payable semi-annually in arrear on 15 June and 15 December in each year
commencing on 15 December 2018. The 2048 Notes will bear interest from and including 9 May 2018 at the rate of 9.375 per cent. per annum payable semi-annually in arrear on
15 June and 15 December in each year commencing on 15 December 2018. Payments on the Notes will be made in U.S. dollars without deduction for, or on account of, taxes
imposed or levied by Angola to the extent described under "Terms and Conditions of the 2028 Notes Taxation" and "Terms and Conditions of the 2048 Notes Taxation".
Interest on each Series of Notes will accrue from and including 9 May 2018 (the "Issue Date"). Unless previously redeemed or purchased and cancelled, the 2028 Notes will be
redeemed at their principal amount on 9 May 2028 and the 2048 Notes will be redeemed at their principal amount on 8 May 2048.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of
the United States and may not be offered or sold, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. The Notes are being offered (a) in the United States to qualified institutional buyers ("QIBs") as defined in, and in reliance on,
Rule 144A under the Securities Act (the "Rule 144A Notes") and (b) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (the
"Regulation S Notes").
An investment in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 4.
The Notes will be offered and sold in the minimum denomination of U.S.$200,000 and denominations which are integral multiples of U.S.$1,000 in excess thereof. Each of the
2028 Unrestricted Notes and the 2048 Unrestricted Notes will initially be represented by interests in a global unrestricted note certificate in registered form (the "2028
Unrestricted Global Note" and the "2048 Unrestricted Global Note", respectively, and, together, the "Unrestricted Global Notes"), without interest coupons, which will be
deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream,
Luxembourg") on the Issue Date. Beneficial interests in the Unrestricted Global Notes will be shown on, and transfer thereof will be effected only through, records maintained by
Euroclear or Clearstream, Luxembourg. The Restricted Notes will initially be represented by a global restricted note certificate in registered form (the "2028 Restricted Global
Note" and the "2048 Restricted Global Note", respectively, and, together, the "Restricted Global Notes" and, together with the Unrestricted Global Notes, the "Global Note
Certificates"), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depositary Trust Company ("DTC") on the
Issue Date. Beneficial interests in the Restricted Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its
participants. See "Clearing and Settlement". Individual definitive note certificates in registered form (the "Individual Certificates") will only be available in certain limited
circumstances as described herein.
The Notes are expected to be rated B by Fitch Ratings Ltd ("Fitch") and B3 by Moody's Investors Service ("Moody's"). All references to Fitch and Moody's in this Prospectus
are to the entities as defined in this paragraph. Each of Fitch and Moody's 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"). A 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 organization.
Global Coordinator
GOLDMAN SACHS INTERNATIONAL
Joint Lead Managers
Deutsche Bank AG, London Branch
Goldman Sachs International
ICBC
Financial Adviser to the Republic
Lion's Head Global Partners

This Prospectus is dated 3 May 2018

This Prospectus comprises a prospectus for the purposes of the Prospectus Directive and for the purpose of giving
information with regard to the Republic and the Notes. The Republic accepts responsibility for the information contained in
this Prospectus and confirms that (having taken all reasonable care to ensure that such is the case) the information contained
in this Prospectus is to the best of its knowledge in accordance with the facts and contains no omission likely to affect the
import of such information.
The Republic has not authorized the making or provision of any representation or information regarding the Republic or the
Notes other than as contained in this Prospectus. Any other representation or information given or provided should not be
relied upon as having been authorized by the Republic or the Joint Lead Managers. Each person contemplating making an
investment in the Notes must make its own investigation and analysis of the creditworthiness of the Republic and its own
determination of the suitability of any such investment, with particular reference to its own investment objectives and
experience and any other factors which may be relevant to it in connection with such investment.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any
implication that there has been no adverse change, or event reasonably likely to involve any adverse change, in the condition
(financial or otherwise) of the Republic since the date of this Prospectus.
This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Notes by any person in any
jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this Prospectus and the offer or sale
of the Notes in certain jurisdictions is restricted by law. This Prospectus may not be used for, or in connection with and does
not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or
solicitation is not authorized or is unlawful. Persons into whose possession this Prospectus may come are required by the
Republic and the Joint Lead Managers to inform themselves about and to observe such restrictions. Further information with
regard to restrictions on offers, sales and deliveries of the Notes and the distribution of this Prospectus and other offering
material relating to the Notes is set out under "Subscription and Sale", "Summary of Provisions relating to the Notes while in
Global Form", "Clearing and Settlement" and "Transfer Restrictions".
None of the Joint Lead Managers, Lion's Head Global Partners (the "Financial Adviser") or any of their respective
directors, affiliates, advisers or agents has made an independent verification of the information contained in this Prospectus in
connection with the issue or offering of the Notes and no representation or warranty, express or implied, is made by the Joint
Lead Managers, the Financial Adviser or any of their respective directors, affiliates, advisers or agents with respect to the
accuracy or completeness of such information. Nothing contained in this Prospectus is, is to be construed as, or shall be relied
upon as, a promise, warranty or representation, whether to the past or the future, by the Joint Lead Managers, the Financial
Adviser or any of their respective directors, affiliates, advisers or agents in any respect. The contents of this Prospectus are
not, are not to be construed as and should not be relied on as, legal, business or tax advice and each prospective investor
should consult its own legal and other advisers for any such advice relevant to it.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Republic and the Joint Lead Managers to
inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of the Notes and on the distribution of this Prospectus and other offering material relating to the Notes, see
"Subscription and Sale".
Prospective purchasers of the Notes should consult their tax advisers as to the consequences under the tax laws of the
country of which they are resident for tax purposes and the tax laws of Angola of acquiring, holding and disposing of the
Notes and receiving payments of principal, interest and/or other amounts under the Notes.
IN CONNECTION WITH THE ISSUE OF EACH SERIES OF NOTES, GOLDMAN SACHS INTERNATIONAL (THE
"STABILIZATION MANAGER") OR ANY PERSON ACTING ON THE STABILIZATION MANAGER'S BEHALF,
MAY OVER-ALLOT NOTES OF THE RELEVANT SERIES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES OF THE RELEVANT SERIES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT NECESSARILY OCCUR.
ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES OF THE RELEVANT SERIES IS MADE AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES OF SUCH SERIES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES OF SUCH SERIES. ANY STABILIZATION ACTION OR OVER-ALLOTMENTS MUST BE
CONDUCTED IN FULL COMPLIANCE WITH APPLICABLE LAWS AND RULES.

ii

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.

iii

NOTICE TO INVESTORS
Because of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer,
resale, pledge or other transfer of the Notes offered hereby. Each purchaser of the Restricted Notes offered hereby will be
deemed to have represented, agreed and acknowledged that:
1.
It is (a) a QIB within the meaning of Rule 144A, (b) acting for its own account, or for the account of a QIB,
(c) not formed for the purpose of investing in the Republic and (d) aware, and each beneficial owner of such
Notes has been advised, that the sale of such Notes to it is being made in reliance on Rule 144A.
2.
It understands that the Restricted Notes have not been and will not be registered under the Securities Act and
may not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A to a person
that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the
account of a QIB or (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S
under the Securities Act, in each case in accordance with any applicable securities laws of any State or another
jurisdiction of the United States.
3.
It understands that the Restricted Notes, unless otherwise agreed between the Republic and the Fiscal Agent in
accordance with applicable law, will bear a legend to substantially the following effect:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, THAT IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QIB, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE
AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE NOTES.
4.
The Republic, the Registrar (as defined in "Terms and Conditions of the 2028 Notes" and in "Terms and
Conditions of the 2048 Notes"), the Joint Lead Managers and their affiliates, and others will rely upon the truth
and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of the
acknowledgements, representations or agreements deemed to have been made by it by its purchase of Restricted
Notes is no longer accurate, it shall promptly notify the Republic and the Joint Lead Managers. If it is acquiring
any Restricted Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole
investment discretion with respect to each of those accounts and that it has full power to make the foregoing
acknowledgements, representations and agreements on behalf of each account.
5.
It understands that the Restricted Notes will be evidenced by the Restricted Global Notes. Before any interest
in a Restricted Global Note may be offered, sold, pledged or otherwise transferred to a person who takes
delivery in the form of an interest in a Unrestricted Global Note, it will be required to provide a Paying and
Transfer Agent (as defined in "Terms and Conditions of the 2028 Notes" and in "Terms and Conditions of the
2048 Notes") with a written certification (in the form provided in the relevant Fiscal Agency Agreement (as
defined in "Terms and Conditions of the Notes")) as to compliance with applicable securities laws.
This Prospectus has been prepared by the Republic for use in connection with the offer and sale of the Notes outside
the United States, the resale of the Notes in the United States in reliance on Rule 144A under the Securities Act and
the admission of the Notes to the Official List and to trading on the Market. The Republic and the Joint Lead
Managers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason. This
Prospectus does not constitute an offer to any person in the United States or to any U.S. person other than any QIB
and to whom an offer has been made directly by one of the Joint Lead Managers or its U.S. broker-dealer affiliate.
Distribution of this Prospectus by any non-U.S. person outside the United States or by any QIB in the United States to
any U.S. person or to any other person within the United States, other than any QIB and those persons, if any,
retained to advise such non-U.S. person or QIB with respect thereto, is unauthorized and any disclosure without the
prior written consent of the Republic of any of its contents to any such U.S. person or other person within the United
States, other than any QIB and those persons, if any, retained to advise such non-U.S. person or QIB, is prohibited.

iv

PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in EEA. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET
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 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.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Republic has agreed that any claim, dispute or difference of whatever nature arising under, out of or in connection with
the Notes (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual
obligations arising out of or in connection with the Notes) (a "Dispute"), shall be referred to and finally settled by arbitration
in accordance with the LCIA Rules (the "Rules"), with the seat of arbitration being in London, England, and the language of
arbitration being English. However, the Republic has also agreed that at any time before any Noteholder has nominated an
arbitrator to resolve any Dispute or Disputes pursuant to the above (i.e., through Arbitration), the Noteholders, at their sole
option, may elect by notice in writing (an "Election Notice") to the Republic that such Dispute(s) shall instead be resolved in
the courts as stated below. Following any such election, no arbitral tribunal shall have jurisdiction in respect of such
Dispute(s).
The Republic has further agreed for the benefit of the Noteholders that in the event that any of the Noteholders serves an
Election Notice in respect of any Dispute(s) pursuant to the above, the English courts shall have exclusive jurisdiction to hear
and determine any such Dispute(s) arising from or connected with the Notes (the "Proceedings") and that the Republic may
not commence proceedings for the determination of any such Dispute(s) in any other jurisdiction. The Republic has agreed
that if any of the Noteholders serves an Election Notice, the courts of England shall be the most appropriate and convenient
courts to settle a dispute and, accordingly, that it will not argue to the contrary. Further, the Republic has agreed that
following the service of an Election Notice by the Noteholders, nothing in the above shall (or shall be construed so as to)
limit the right of the Noteholders to bring Proceedings for the determination of any Dispute(s) in the courts of England or in
any other court of competent jurisdiction, nor shall the bringing of such Proceedings in any one or more jurisdictions
preclude the bringing of Proceedings by the Noteholders in any other jurisdiction (whether concurrently or not) if and to the
extent permitted by law. The Republic has appointed Sociedade Nacional De Combustiveis De Angola Ltd. ("Sonangol
UK") of Merevale House, Brompton Place, London, SW3 1QE, as its agent on whom process may be served in any action
arising out of or based on the Notes in an English court and has further undertaken that, in the event of Sonangol UK ceasing
so to act or ceasing to be located in England, it will appoint another person as its agent for service of process in England in
respect of any Proceedings. Angolan courts have exclusive jurisdiction to resolve any dispute in connection with property
located in Angola. If the enforcement proceedings involve seizure of the Republic's assets located in Angola, such
proceedings must be brought before Angolan courts. If proceedings in relation to the Notes are commenced in Angola, any
process must be served on the Republic's Attorney General.
Article 41 of the Angolan Civil Code provides that the creation, perfection and enforcement of contracts between the parties,
as well as the contractual liability arising from such contracts are governed by the law chosen by the parties, provided that
such election has an effective link with a relevant element of the contract or is otherwise supported by a bona fide interest of
the parties. However, Article 22 of the Angolan Civil Code provides that a foreign law elected in accordance with those rules
will not be upheld if it involves a violation of a fundamental principle of Angolan public order or breaches a mandatory
Angolan principle or rule, even if the foreign law is validly chosen. The capacity, powers and authority to enter into an
agreement and bind the Angolan parties, as well as any related mandatory approvals, authorizations and permits, are subject
to Angolan law. The Angolan conflict of law provisions also determine that the creation, assignment and cancellation of
rights of possession, ownership and other related rights, including guarantees, over movable or immovable property are
governed by the lex rei sitae. In view of the above, the choice of the laws of England to govern the Notes may be deemed
valid, binding and enforceable against the Republic and in any proceeding for the enforcement of its obligations under the
Notes in Angola, the Angolan courts would give effect thereto, subject to the compliance with the above requirements.

v

The Republic is a sovereign state. To the extent that the Republic may in any jurisdiction claim for itself or its assets or
revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other
legal process in respect of any Proceedings and to the extent that such immunity (whether or not claimed) may be attributed
in any such jurisdiction to the Republic or its assets or revenues, the Republic has agreed not to claim and has irrevocably
waived such immunity to the full extent permitted by the laws of such jurisdiction (and consented generally for the purposes
of the United Kingdom State Immunity Act 1978 to the giving of any relief or the issue of any process in connection with any
Proceeding). The execution, offer, issue and delivery of the Notes and the execution and delivery of the Fiscal Agency
Agreement and of the Deed of Covenant (as defined herein) of each Series of Notes, and the performance by the Republic of
its obligations thereunder and the exercise of its rights thereunder constitute private and commercial acts rather than
governmental or public acts. The waiver shall otherwise constitute a limited and specific waiver for the purposes of the Fiscal
Agency Agreement and the Deed of Covenant of each Series of Notes and the Notes. Furthermore, certain issues relating to
the authorization and issuance of the Notes have involved exercise by the Angolan authorities of their sovereign or legislative
powers. As a matter of Angolan law, the Republic cannot, and does not, waive its rights to interpret, inter alia, decrees of the
National Assembly or Government authorizing issuance of the Notes, the Fiscal Agency Agreement or the Deed of Covenant
of each Series of Notes. Further, under the Terms and Conditions of either Series of Notes, the Republic has not waived
immunity from execution or attachment in respect of: (a) assets that have been expressly recognized as belonging to the
public domain of the Republic (domínio publico), which may not be sold, encumbered or pledged in any way in accordance
with the laws of the Republic; (b) assets which constitute private domain assets expressly assigned to a public purpose
(domínio privado indisponível do Estado) in accordance with Article 823 of the Angolan Civil Procedure Code (Codígo de
Processo Civil) and Law 18/10 of 6 August - the Public Assets Law, which are not available for enforcement unless the same
is in respect of a debt guaranteed by a registrable security; (c) military assets belonging to the Republic and assets or property
under the control of a military authority or defense agency of the Republic; (d) assets belonging to any diplomatic mission or
consulate of the Republic that do not otherwise belong to the public domain (domínio publico) or fall under article 823 of the
Angolan Civil Procedure Code (Codígo de Processo Civil) and Law 18/10 of 6 August - the Public Assets Law; (e) assets of
the National Bank or other monetary authority of the Republic which are assigned to a public purpose; (f) properties
belonging to the cultural heritage of the Republic or which are a part of its archives and are not intended for sale; or (g) assets
that form part of an exhibition of scientific, cultural or historical interest and which are not intended for sale. Furthermore,
the Republic has not consented to service or waived sovereign immunity with respect to actions brought against it under the
U.S. federal securities laws or any state securities laws. In the absence of a waiver of immunity by the Republic with respect
to such actions, it may not be possible to obtain a judgement in such an action brought in a U.S. court against the Republic
unless such court were to determine that the Republic is not entitled under the Foreign Sovereign Immunities Act of 1976 of
the United States to sovereign immunity with respect to such action.
In respect of foreign arbitral awards, in 2016, the Republic of Angola approved, by means of Resolution No. 38/2016, of 12
August 2016, its accession to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards
(the "NY Convention"), and the instrument of accession to the NY Convention was deposited and, therefore, the NY
Convention entered into force for Angola on 4 June 2017. Therefore, any foreign arbitral awards against the Republic in
relation to the Fiscal Agency Agreement, the Deed of Covenant of each Series of Notes or the Notes will be recognised and
enforced by the Angolan courts provided that the requirements imposed by applicable laws of the Republic of Angola are
satisfied, and that:
· within the framework of the reciprocity principle, the arbitral award has been made in the territory of another
contracting party to the NY Convention (as it is the case of England) and which is recognized by Angola;
· the party applying for recognition and enforcement submits its application together with a duly authenticated
original award or a duly certified copy thereof and the original or duly certified copy of the written agreement
between the parties undertaking to submit to arbitration;
· the above documents are translated into Portuguese language by a certified translator and legalised at the
Angolan Embassy in the country where the award was made; and

vi

· after the recognition by the Angolan Supreme Court, the enforcement request is submitted and conducted by the
common jurisdiction courts following the proceedings set out in the Civil Procedure Code.
Any judgment against the Republic in relation to the Fiscal Agency Agreement, the Deed of Covenant of each Series of
Notes or the Notes in the English courts will only be recognized and enforced in Angola after such judgment has been
validated and recognized by the Angolan Supreme Court. Enforcement of foreign court judgments in Angola is subject to the
following conditions:
· the foreign judgment must be legible and genuine on its face;
· the foreign judgment must be final, non-appealable and conclusive in accordance with relevant laws;
· the Angolan courts must have no jurisdiction to hear the dispute, and the foreign court which rendered the
judgment must have such jurisdiction;
· the foreign proceedings were conducted in accordance with the applicable procedures and the parties to the
dispute had been duly notified and properly represented in the proceedings;
· no concurrent proceedings are pending in an Angolan court;
· the foreign judgment does not conflict with a prior Angolan or foreign judgment in the same matter;
· the foreign judgment is not contrary to the public policy of Angola or to the Angolan conflict of laws; and
· where a foreign judgment is handed down against an Angolan citizen, the same must not offend provisions of
Angolan private law when the decision should have been determined under Angolan law pursuant Angolan
conflict of law rules.
Angola is not party to the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents.
Therefore, as a matter of Angolan law, any document executed by the Republic outside Angola must be notarized, translated
into Portuguese language and legalized at the Angolan Embassy in the country of execution to be entirely enforceable before
Angolan courts. Likewise, any document executed by the Republic in Angola must be notarized and legalized in Angola in
order to be enforceable outside Angola. Each of the Fiscal Agency Agreement, Deed of Covenant of each Series of Notes and
Notes have been translated into Portuguese, notarized and legalized. Physical copies of these documents in English are
available to holders of the Notes from the Fiscal Agent.

vii

FORWARD-LOOKING STATEMENTS
This Prospectus contains statements that may be considered to be "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates",
"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 Republic 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 the following:
· Adverse external factors, such as:
· changes in international commodity prices, particularly oil, or prevailing interest rates, which could
adversely affect Angola's balance of payments, external reserves and budgetary expenditures;
· changes in the monetary policy applicable to the members of the International Monetary Fund which
could affect inflation and/or growth rates;
· recession or low economic growth in Angola's trading partners or changes in the terms on which
international financial institutions provide financial assistance to Angola or fund new or existing projects,
which could decrease exports, adversely affect Angola's economy and, indirectly, reduce tax and other
public sector revenues, so adversely affecting Angola's budget;
· the impact of changes in the credit rating of Angola;
· civil strife, wars, insurrections, and terrorism; or
· adverse events in other emerging market countries, which could dampen foreign investment or adversely
affect the trading price of the Notes.
· Adverse domestic factors, such as:
· a decline in foreign direct investment, increases in domestic inflation, high domestic interest rates,
exchange rate volatility or an increase in the level of domestic and external debt, which could lead to
lower economic growth or a decrease in Angola's international reserves; or
· trade and political disputes between Angola and its trading partners and other political factors in Angola,
which could affect the timing and structure of economic reforms, the climate for foreign direct investment
and the pace, scale and timing of privatizations.
The sections of this Prospectus entitled "Risk Factors", "The Republic of Angola" and "The Economy" contain a more
complete discussion of the factors that could adversely affect the Republic. In light of these risks, uncertainties and
assumptions, the forward-looking events described in this Prospectus may not occur.
The Republic does not undertake any obligation to update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise, except as may be required by law or applicable regulations. All subsequent
written and oral forward-looking statements attributable to the Republic or to persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Annual information presented in this Prospectus is based upon 1 January to 31 December 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 the sum of the figures which precede them.
Statistical Information
Statistical information reported herein has been derived from official publications of, and information supplied by, a number
of agencies and ministries of the Republic including by the Banco Nacional de Angola (the "BNA"), the Ministry of
Economy and Planning, the Ministry of Mineral Resources and Petroleum, the Ministry of Finance, Sociedade Nacional de
Combustiveis de Angola ("Sonangol") and the Angolan National Institute of Statistics. Some statistical information has also
been derived from information made publicly available by the International Monetary Fund (the "IMF"), the International
Bank for Reconstruction and Development (the "World Bank"), the Organization of Petroleum Exporting Countries
("OPEC") and other third parties. Where information has been so sourced, the source is stated where it appears in this
Prospectus. The Republic confirms that such information has been accurately reproduced and that, so far as it is aware, and is
able to ascertain from information published by such third parties, no facts have been omitted which would render the
reproduced information inaccurate or misleading. Similar statistics may be obtainable from other sources, but the date of
publication, underlying assumptions, methodology and, consequently, the resulting data may vary from source to source. In
addition, statistics and data produced by a ministry or an agency of the Republic may differ from similar statistics and data
produced by other agencies or ministries due to differing underlying assumptions or methodology. For example, the
Republic's official gross domestic product ("GDP") data presented in this Prospectus for 2016, 2017 and 2018 is produced
by the Ministry of Economy and Planning and the Republic's official GDP data for 2015 and prior years is produced by the
Angolan National Institute of Statistics, though the BNA from time to time includes GDP data in its publications that are
based on its own underlying assumptions and methodologies that differ from those used by the Ministry of Economy and
Planning. Certain historical statistical information contained herein is provisional or otherwise based on estimates that the
Republic and/or its agencies believe to be based on reasonable assumptions. Executed and approved statistical information
for the 2017 fiscal performance indicators presented in this Prospectus is expected to be approved once the 2019 National
Budget is approved. The Republic's official financial and economic statistics are subject to internal review as part of a
regular confirmation process. Accordingly, financial and economic information may be subsequently adjusted or revised and
such adjustments or revisions will not be reflected in this Prospectus. While the Republic does not expect revisions to be
material, no assurance can be given that material changes will not be made. See "Risk Factors Statistics published by
Angola and appearing in this Prospectus may be more limited in scope and published less frequently and differ from those
produced by other sources" and " Estimated and projected financial and statistical data may be based on imprecise or
incorrect assumptions and, along with historical financial statistical data, are subject to period review and revision".
The IMF's General Data Dissemination Standards
Angola participates in the IMF's General Data Dissemination System ("GDDS") which is designed to guide all member
countries in the provision of their economic and financial data to the public. Data covered includes the real, fiscal, financial
and the external sectors as well as socio-demographic data.
By participating in the GDDS, Angola has undertaken to:
· use the GDDS as a framework for statistical development;
· designate a country coordinator; and
· provide metadata to the IMF describing the current practices and plans for short- and long-term improvements in
these practices.
A summary of the methodology under which Angola prepares its metadata is found on the internet under the IMF's
Dissemination Standards Bulletin Board. Angola's metadata may be found on the IMF's website at
http://dsbb.imf.org/Pages/GDDS/CtyCtgList.aspx?ctycode=AGO. Information obtained from the above mentioned website is
not incorporated by reference in this Prospectus, and is therefore not part of this Prospectus.
Unless otherwise specified, all references in this Prospectus to (i) "Angolan Kwanza", "Kwanza" and "AOA" are to the
currency of the Republic, (ii) "U.S. dollars", "USD" and "U.S.$" are to the currency of the United States of America, and

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(iii) "euro", "Euro" "EUR" or "" are the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty establishing the European Community, as amended.

The BNA's end of period foreign exchange reference rate for U.S. dollars on 6 April 2018 was AOA 218.249 = U.S.$1.00
and the BNA's end of period foreign exchange reference rate for euro on 6 April 2018 was AOA 267.094 = 1.00.
All references in this Prospectus to GDP are to nominal GDP, unless otherwise stated. Nominal GDP figures are based on
current prices. All references in this Prospectus to GDP growth are to real GDP growth, unless otherwise stated. Real GDP
and expenditure numbers relating to the Republic in this Prospectus are based on 2002 constant prices.
The Republic's GDP for any given year in this Prospectus is calculated at market prices which includes indirect taxes on
products. Sectoral contribution to GDP, whether expressed as percentage contribution to GDP of a sector of the economy or
real GDP growth of such sector, is calculated at factor cost which excludes indirect taxes on products, unless otherwise
stated. Comparison of statistical information calculated in accordance with different methodologies may not be possible.
The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their original
language in order that the correct technical meaning may be ascribed to them under applicable law.

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