Obligation Tunisia 4.75% ( XS0190092204 ) en EUR

Société émettrice Tunisia
Prix sur le marché 100 %  ▲ 
Pays  Tunisie
Code ISIN  XS0190092204 ( en EUR )
Coupon 4.75% par an ( paiement annuel )
Echéance 07/04/2011 - Obligation échue



Prospectus brochure de l'obligation Tunisia XS0190092204 en EUR 4.75%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 450 000 000 EUR
Description détaillée 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 tunisienne XS0190092204, émise en EUR pour un montant total de 450 000 000 EUR avec un taux d'intérêt de 4,75%, échéant le 07/04/2011 et remboursée à 100% à sa maturité, a été intégralement remboursée, la taille minimale d'achat étant de 100 000 EUR et la fréquence de paiement des coupons étant annuelle.







OFFERING CIRCULAR
EURO 2,000,000,000
BANQUE CENTRALE DE TUNISIE
Euro Medium Term Note Programme
This Offering Circular supersedes all previous offering circulars and is valid for a period of one year from the
date hereof. Any Notes (as defined below) to be issued after the date hereof under the Programme (as defined below),
which has been supplemented as at the date hereof as described herein, are issued subject to the provisions set out
herein. This does not affect any Notes issued prior to the date hereof.
Under this Euro 2,000,000,000 Euro Medium Term Note Programme (the ``Programme''), Banque Centrale de
Tunisie (the ``Bank'' or the ``Issuer'') may, from time to time, subject to compliance with all relevant laws, regulations
and directives, issue notes (the ``Notes''). The Notes will not be guaranteed by, and will not constitute obligations of,
the Republic of Tunisia (``Tunisia'', the ``State'' or the ``Republic'').
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will
not exceed Euro 2,000,000,000 (or its equivalent in other currencies determined at the time of the agreement to
issue), subject to any duly authorised increase. The Notes may be denominated in U.S. dollars, Japanese yen, Euros
and such other currencies as may be agreed between the Issuer and the relevant Dealers (as defined below).
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 9 and any
additional Dealer appointed under the Programme from time to time pursuant to the terms of an amended and
restated Programme Agreement dated 3 August, 1999 (as may be amended from time to time, the ``Programme
Agreement''), which appointment may be for a specific issue or on an ongoing basis (each a ``Dealer'' and together,
the ``Dealers''). References in this Offering Circular to the ``relevant Dealer'', in the case of an issue of Notes being
(or intended to be) subscribed by more than one Dealer, shall be to all Dealers agreeing to subscribe for such Notes.
The Notes will have maturities as may be agreed between the Issuer and the relevant Dealer and indicated in
the applicable Pricing Supplement and will bear interest on a fixed or floating rate basis. Notes will be issued in Series
(each a ``Series''), with all Notes in a Series having the same maturity date and terms otherwise identical (except in
relation to issue dates, interest commencement dates and related matters). Notes in each Series may be issued in one
or more tranches (each a ``Tranche'') on different issue dates. Details applicable to each particular Series or Tranche
will be supplied in a pricing supplement to this Offering Circular (each a ``Pricing Supplement'') which will contain
the terms of, and pricing details for, each issue of Notes. This Offering Circular may not be used to consummate sales
of Notes unless accompanied by a Pricing Supplement.
Application has been made for the Notes to be listed on the Luxembourg Stock Exchange. The Notes are
expected to be designated as eligible for trading on the Portal Market, a subsidiary of the Nasdaq Stock Market, Inc.
The Programme provides that Notes may be listed on such further stock exchange(s) as may be agreed upon by and
among the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes. Notice of the aggregate nominal
amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche of Notes will be set forth in a Pricing
Supplement which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the
Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
Notes may be issued in bearer and/or registered form (respectively, ``Bearer Notes'' and ``Registered Notes'').
Notes of each Tranche will be represented by either a Temporary Bearer Global Note, a Permanent Bearer Global
Note, a Registered Global Note and/or Definitive Notes (each as defined herein) as indicated in the applicable pricing
supplement. See ``Form of the Notes'' below.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which event a supplement to the Offering Circular, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Notes.
The Programme has been rated by each of Moody's Investors Service, Inc., Standard and Poor's Ratings
Services, a division of McGraw Hill Companies, Inc. and Fitch Inc. Tranches of Notes issued under the Programme
may be rated or unrated. Where a tranche of Notes is rated, such rating will not necessarily be the same as the rating
assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Arranger
Merrill Lynch International
Dealers
ABN AMRO
BNP PARIBAS
Citigroup
Credit Suisse First Boston
Deutsche Bank
Dresdner Kleinwort Wasserstein
Goldman Sachs International
JPMorgan
Merrill Lynch International
Morgan Stanley
SG Corporate & Investment Banking
UBS Investment Bank
The date of this Offering Circular is 17 March 2004.


The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains or
incorporates all information with respect to the Issuer, Tunisia and the Notes to be issued by it which is
material in the context of the Programme and the issue and offering of the Notes thereunder, that the
information contained in this Offering Circular is true and accurate in all material respects and is not
misleading in any material respect, that this Offering Circular does not omit to state any material fact
necessary to make such information, in light of the circumstances under which it was made, not
misleading in any material respect, that the opinions or intentions expressed in this Offering Circular are
honestly held and that there are no other facts the omission of which makes this Offering Circular as a
whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect. The Issuer accepts responsibility for the information contained in this Offering Circular.
The Luxembourg Stock Exchange assumes no responsibility for the correctness of any of the
statements made or opinions or reports contained in this Offering Circular. Admission to the
Luxembourg Stock Exchange is not to be taken as an indication of the merits of the Issuer or the Notes.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see ``Documents Incorporated by Reference'' below). This Offering
Circular shall, save as specified herein, be read and construed on the basis that such documents are so
incorporated and form part of this Offering Circular.
The Dealers have not independently 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 Dealers as to the accuracy or completeness of the information contained in this Offering
Circular or any other information provided by the Issuer in connection with the Programme or the Notes
or their distribution. The statements made in this paragraph are made without prejudice to the
responsibility of the Issuer under the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Offering Circular or the Programme Agreement or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer, the Fiscal
Agent or any of the Dealers.
Neither this Offering Circular nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii)
should be considered as a recommendation or constituting an invitation or an offer by the Issuer or any of
the Dealers that any recipient of this Offering Circular or any other information supplied in connection
with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuer and Tunisia.
The delivery of this Offering Circular does not at any time imply that the information contained
herein concerning the Issuer or Tunisia is correct at any time subsequent to the date hereof or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the
date indicated in the document containing the same. The Dealers expressly do not undertake to review
the financial condition or affairs of the Issuer or Tunisia during the life of the Programme. Investors
should review, inter alia, the documents deemed incorporated herein by reference when deciding
whether or not to purchase any Notes.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in
certain jurisdictions. The Issuer and the Dealers 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 Issuer or the Dealers (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 Offering Circular nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
2


result in compliance with any applicable laws and regulations and the Dealers have represented that all
offers and sales by them will be made on the same terms. Persons into whose possession this Offering
Circular or any Notes come must inform themselves about and observe any such restrictions. In
particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes
in the United States and the United Kingdom. For a description of these and certain further restrictions
on offers and sales of the Notes and distribution of this Offering Circular, see ``Subscription and Sale''
below.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933,
as amended (the ``Securities Act''), and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in
accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. Unless otherwise provided with respect to a particular Series (as
defined on page 19) of Registered Notes, the Registered Notes of each Tranche of such Series sold
outside the United States in reliance on Regulation S under the Securities Act will be represented by a
Permanent Global Note in registered form, without interest coupons (a ``Regulation S Global Note''),
deposited with a custodian for, and registered in the name of a nominee of the common depositary (the
``Common Depositary'') for Euroclear Bank S.A./N.V., as operator of the Euroclear System
(``Euroclear'')
and
Clearstream
Banking,
socie´te´
anonyme,
Luxembourg
(``Clearstream,
Luxembourg'') for the accounts of their respective participants. Prior to expiry of the period that ends
40 days after completion of the distribution of each Tranche of Notes, as certified by the relevant Dealer,
in the case of a non-syndicated issue, or the lead manager, in the case of a syndicated issue (the
``Distribution Compliance Period''), beneficial interests in the Regulation S Global Note may not be
offered or sold to, or for the account or benefit of, a U.S. person and may not be held otherwise than
through Euroclear and Clearstream, Luxembourg. The Registered Notes of each Tranche of such Series
sold in private transactions to qualified institutional buyers within the meaning of Rule 144A under the
Securities Act (``QIBs'') will be represented by a Rule 144A Global Note in registered form, without
interest coupons (a ``Registered Global Note'', and, together with a Regulation S Global Note,
``Registered Global Notes''), deposited with a custodian for, and registered in the name of a nominee of,
The Depositary Trust Company (``DTC''). Registered Notes in definitive form will, at the request of the
holder (save to the extent otherwise indicated in the applicable Pricing Supplement), be issued in
exchange for interests in the Registered Global Notes upon compliance with the procedures for exchange
as described in ``Form of the Notes''.
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission (the ``SEC'') or any state securities commission in the United States nor has the SEC or any
state securities commission passed upon the accuracy or the adequacy of this Offering Circular. Any
representation to the contrary is a criminal offence in the United States.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER RSA 421-B
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 HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSONS, 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.
3


TABLE OF CONTENTS
PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES .. .. .. ..
5
JURISDICTION AND ENFORCEMENT .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
6
DOCUMENTS INCORPORATED BY REFERENCE .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
7
GENERAL DESCRIPTION OF THE PROGRAMME .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
8
SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES
9
FORM OF THE NOTES .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
13
FORM OF THE PRICING SUPPLEMENT.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
16
DTC INFORMATION ­ REGISTERED NOTES .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
22
TERMS AND CONDITIONS OF THE NOTES .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
24
USE OF PROCEEDS .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
47
THE BANK .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
48
THE BANKING SYSTEM .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
63
THE REPUBLIC OF TUNISIA .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
70
THE TUNISIAN ECONOMY .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
76
FOREIGN TRADE AND BALANCE OF PAYMENTS .. .. .. .. .. .. .. .. .. .. .. .. .. ..
101
PUBLIC FINANCE .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
109
PUBLIC DEBT
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
113
INTERNAL DEBT OF THE REPUBLIC OF TUNISIA .. .. .. .. .. .. .. .. .. .. .. .. .. ..
117
TAXATION.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
122
SUBSCRIPTION AND SALE .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
127
GENERAL INFORMATION .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
131
IN CONNECTION WITH THE ISSUE AND DISTRIBUTION OF ANY TRANCHE OF
NOTES, THE DEALER (IF ANY) DISCLOSED AS THE STABILISING MANAGER IN THE
APPLICABLE PRICING SUPPLEMENT OR ANY PERSON ACTING FOR HIM MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES OF A SERIES (AS DEFINED BELOW) OF WHICH SUCH TRANCHE
FORMS PART AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL
FOR A LIMITED PERIOD. HOWEVER, THERE MAY BE NO OBLIGATION ON THE
STABILISING MANAGER OR ANY AGENT OF HIS TO DO THIS. SUCH STABILISING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN
END AFTER A LIMITED PERIOD.
4


PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES
All references in this document to ``Tunisian dinars'', ``dinars'' or ``TD'' are to the currency of the
Republic of Tunisia, references to ``U.S. dollars'', ``U.S.$'', and ``$'' are to the currency of the United
States of America, references to ``Japanese yen'', ``JPY'' and ``¥'' are to the currency of Japan; references
to ``GBP'' are to the currency of the United Kingdom; and references to ``EUR'', ``Euro'' and ``A'' are to
the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Communities, as amended by the Treaty on European
Union. References in this document to ``billions'' are to thousands of millions, to ``Tunisia'', the ``State''
or the ``Republic'' are to the Republic of Tunisia and to the ``Government'' are to the Government of
Tunisia.
For ease of presentation, certain financial information relating to the Republic and the Bank
included herein is presented in U.S. dollars. Except as otherwise stated in this Offering Circular, 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 presents the average annual exchange rate of dinar against certain major
currencies in each of the years indicated.
Average Annual Exchange Rates(1)
(TD per unit of currency indicated)
1999
2000
2001
2002
2003
USD .. .. .. .. .. .. .. .. .. .. ..
1.1884
1.3716
1.4390
1.4212
1.2877
1,000 JPY .. .. .. .. .. .. .. .. ..
10.4891
12.6904
11.7993
11.3004
11.0600
EURO .. .. .. .. .. .. .. .. .. ..
1.2646
1.2633
1.2877
1.3418
1.4573
(1) Average annual interbank rates
On 4 March, 2004, the closing U.S. dollar/Tunisian dinar rate of exchange as reported by the Bank
was TD 1.2528 = U.S.$1.00, the closing Japanese yen/Tunisian dinar rate of exchange was
TD 11.2636 = JPY1,000 and the closing Euro/Tunisian dinar rate of exchange as reported by the Bank
was TD 1.5282 = Euro 1.00.
Certain monetary amounts included in this Offering Circular 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.
5


JURISDICTION AND ENFORCEMENT
The Issuer is an instrumentality of a foreign state. Consequently, it may be difficult for investors to
obtain or realise upon judgments against the Issuer in the English courts. The Issuer has 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 Notes, the Receipts
and/or Coupons (each as defined below) 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
Issuer has irrevocably waived any objection which it 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 Issuer 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 Issuer irrevocably agrees for the benefit of the Noteholders not to claim, and irrevocably
waives, such immunity, to the fullest extent permitted by the laws of such jurisdiction. The ability to
enforce foreign judgments in Tunisia is dependant, among other factors, on such judgments not violating
the principles of Tunisian public policy and is subject to compliance with applicable procedures under
Tunisian Law. See ``Condition 20''.
The Notes will be obligations of the Issuer only and will not constitute obligations of the Republic.
6


DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering
Circular:
(a)
the most recently published audited annual financial statements of the Issuer, and
(b)
all supplements and amendments to this Offering Circular circulated by the Issuer from time
to time in accordance with the provisions of the Programme Agreement described below,
except that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular
to the extent that a statement contained in any such subsequent document which is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise).
In addition, such documents will be available free of charge from the principal office in Luxembourg
of Deutsche Bank Luxembourg S.A. in its capacity as listing agent (the ``Luxembourg Listing Agent'') for
the Notes listed on the Luxembourg Stock Exchange.
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock Exchange or
any other relevant stock exchange, so long as any Note remains outstanding, prepare a supplement to the
Offering Circular upon the Issuer becoming aware that (i) there has been a significant change affecting
any matter contained in this Offering Circular or (ii) a significant new matter has arisen, the inclusion of
information in respect of which would have been required to be in the Offering Circular if it had arisen
before the Offering Circular was issued. In the event that a supplement to the Offering Circular is
produced pursuant to such undertakings a copy of such supplement will accompany this Offering
Circular. Any such supplement to the Offering Circular will also be available from the specified office of
the Fiscal Agent and the Luxembourg Listing Agent in Luxembourg. See ``General Information ­
Documents Available''.
If the terms of the Programme are modified or amended in a manner which would make this
Offering Circular, as supplemented, materially inaccurate or misleading, a new Offering Circular will be
prepared.
7


GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may, from time to time, issue Notes denominated in U.S. dollars,
Japanese yen, Euro or in any other currency, subject to the terms more fully set forth herein. A summary
of the terms and conditions of the Programme and the Notes appears below. The applicable terms of any
Notes will be agreed upon by and between the Issuer and the relevant Dealer prior to the issue of the
Notes and will be set forth in the Terms and Conditions of the Notes endorsed on, or incorporated by
reference into, the Notes, as modified and supplemented by the applicable Pricing Supplement attached
to, or endorsed on, such Notes, as more fully described under ``Form of the Notes'' below.
This Offering Circular and any supplement will only be valid for listing Notes on the Luxembourg
Stock Exchange in an aggregate nominal amount of the Notes which, when added to the aggregate
nominal amount then outstanding of all Notes previously or simultaneously issued under the Programme,
does not exceed Euro 2,000,000,000 or its equivalent in other currencies. For the purpose of calculating
the Euro equivalent of the aggregate nominal amount of Notes issued under the Programme from time
to time:
(a)
the Euro equivalent of Notes denominated in another Specified Currency (as defined below)
shall be determined, at the discretion of the Issuer, either as of the date on which agreement is
reached for the issue of Notes or on the first preceding day on which commercial banks and
foreign exchange markets are open for business in London, in each case on the basis of the
spot rate for the sale of the Euro against the purchase of such Specified Currency in the
London foreign exchange market quoted by any leading international bank selected by the
Issuer on the relevant day of calculation; and
(b)
the Euro equivalent of Zero Coupon Notes (as defined below) shall be calculated in the
manner specified above by reference to the net proceeds received by the Issuer for the
relevant issue.
8


SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by the more detailed information provided elsewhere in this Offering Circular and, in relation to
the terms and conditions of any particular Tranche of Notes, by the applicable Pricing Supplement.
Words and expressions used in this Summary and not otherwise defined shall have the meanings ascribed
to such words and expressions in ``Form of the Notes'' and ``Terms and Conditions of the Notes'' below.
References to a specific ``Condition'' shall be deemed to refer to the relevant Condition set forth in the
Terms and Conditions of the Notes.
Issuer:
Banque Centrale de Tunisie
Description:
Euro Medium Term Note Programme
Arranger:
Merrill Lynch International
Dealers:
ABN AMRO Bank N.V.
BNP PARIBAS
Citigroup Global Markets Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
Dresdner Bank AG London Branch
Goldman Sachs International
Merrill Lynch International
J.P. Morgan Securities Ltd.
Morgan Stanley & Co. International Limited
Socie´te´ Ge´ne´rale
UBS Limited
Pursuant to the terms of the Programme Agreement, the Issuer may
issue to persons other than Dealers and may terminate the appointment
of any Dealer or appoint further Dealers for a particular Tranche of
Notes or as Dealers to the Programme.
Fiscal Agent and Principal
Paying Agent:
Deutsche Bank AG London
Registrar, Transfer Agent,
Paying Agent and Exchange
Agent:
Deutsche Bank Trust Company Americas
Paying Agent and Transfer
Agent in Luxembourg and
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Size:
Up to Euro 2,000,000,000 (or its equivalent in other currencies
calculated as described in ``General Description of the Programme'')
outstanding at any time, subject to any duly authorised increase.
Distributions:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
U.S. dollars, Japanese yen and Euro and, subject to compliance with all
relevant laws, regulations and directives, such other currencies as may
be agreed between the Issuer and the relevant Dealer(s) and specified in
the applicable Pricing Supplement (each a ``Specified Currency''). Each
issue of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements
apply will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements (see
``Subscription and Sale'' below).
9


Issuance in Series:
Notes will be issued in Series, with all Notes in a Series having the same
maturity date and terms otherwise identical (except in relation to issue
dates, interest commencement dates and related matters). The Notes in
each Series may be issued in one or more Tranches on different issue
dates.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer(s) as indicated in the applicable Pricing Supplement, subject to
such minimum or maximum maturities as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the Issuer or the relevant Specified
Currency.
Notes with a Maturity of Less
Notes with a maturity of less than one year from the date of issue will, if
than One Year:
the proceeds of the issue are accepted in the United Kingdom,
constitute deposits for the purposes of the prohibition on accepting
deposits contained in section 19 of the Financial Services and Markets
Act 2000 unless they are issued to a limited class of professional
investors and have a denomination of at least GPB100,000 or its
equivalent, see ``Subscription and Sale''.
Amortisation:
If specified in the Pricing Supplement the Notes will be redeemed in the
Amortisation Amounts and on the Amortisation Dates set forth in the
applicable Pricing Supplement.
Issue Price:
Notes may be issued at an issue price which is at par or at a discount to,
or at a premium over, par.
Form of the Notes:
The Notes will be issued in bearer or registered form as described in
``Form of the Notes'' below. Bearer Notes may not be delivered in
exchange for Registered Notes.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
upon by the Issuer and the relevant Dealer(s) (as indicated in the
applicable Pricing Supplement) and on redemption.
Interest will be calculated on the basis of the Fixed Coupon Amount
specified in the applicable Pricing Supplement, or in the case of interest
required to be calculated for a period of other than a full year, on the
basis of the Fixed Day Count Fraction specified in the applicable Pricing
Supplement.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i)
on the same basis as the floating rate under a notional interest-rate
swap transaction in the relevant Specified Currency governed by
an agreement in the form of the Interest Rate and Currency
Exchange Agreement incorporating the 2000 ISDA Definitions
(as published by the International Swaps and Derivatives
Association, Inc., and as amended and updated as at the Issue
Date of the first Tranche of the Notes of the relevant Series, the
``ISDA Definitions''); or
(ii)
on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the Issuer and the
relevant Dealer(s), as indicated in the applicable Pricing
Supplement.
The margin (if any) relating to such floating rate (the ``Margin'') will be
as set forth in the applicable Pricing Supplement.
10