Obligation Bulgaria 1.875% ( XS1382693452 ) en EUR

Bulgaria

100.016 % ⇌

Bulgarie

XS1382693452 ( en EUR )

1.875% par an ( paiement annuel )

21/03/2023 - Obligation échue

Prospectus brochure de l'obligation Bulgaria XS1382693452 en EUR 1.875%, échue

100 000 EUR

1 144 000 000 EUR

L'Obligation émise par Bulgaria ( Bulgarie ) , en EUR, avec le code ISIN XS1382693452, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/03/2023

OFFERING CIRCULAR

REPUBLIC OF BULGARIA
12,000,000,000
Global Medium Term Note Programme
Under this Global Medium Term Note Programme (the "Programme"), the Republic of Bulgaria (the "Issuer", the "Republic" or
"Bulgaria") may from time to time issue medium term notes (the "Notes") denominated in any currency agreed between the Republic
and the relevant Dealer (as defined below). The aggregate nominal amount of Notes outstanding at any time under the Programme
will not exceed 12,000,000,000 (or its equivalent in other currencies).
Notes may be issued in bearer or registered form (respectively, "Bearer Notes" and "Registered Notes") as described under "Overview
of the Programme Initial Delivery of Notes". The Notes may be issued on a continuing basis to one or more of the Dealers specified
under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Republic
(each, a "Dealer" and together, the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in
this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than
one Dealer, be to all Dealers agreeing to subscribe for such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of certain of these risks see the
section "Risk Factors" in this Offering Circular.
Application may be made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading
on the Luxembourg Stock Exchange's regulated market, pursuant to the rules and regulations of the Luxembourg Stock Exchange.
This Offering Circular does not constitute a base prospectus pursuant to Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 (the "Prospectus Regulation"). Accordingly, this Offering Circular does not purport to meet the
format and the disclosure requirements of the Prospectus Regulation as regards the format, content, scrutiny and approval of the base
prospectus, and it has not been, and will not be, submitted for approval to any competent authority within the meaning of the Prospectus
Regulation.
The Republic may agree with any Dealer that Notes may be issued in a form not contemplated by the terms and conditions (the
"Conditions") of the Notes herein. This Offering Circular must be read and construed together with any amendment or supplement
to it, as well as the relevant Pricing Supplement relating to the relevant Notes.
The Issuer has been assigned sovereign credit ratings of Baa1 by Moody's Deutschland GmbH ("Moody's"), BBB by S&P Global
Ratings Europe Limited ("S&P") and BBB by Fitch Ratings, a branch of Fitch Ratings Ireland Limited ("Fitch"). The Programme is
expected to be assigned a rating of Baa1 by Moody's France SAS ("Moody's France") and BBB by Fitch. Each of Moody's, Moody's
France, Fitch and S&P are established in the European Economic Area and registered under the Regulation (EC) No. 1060/2009 (as
amended) (the "CRA Regulation"). Each of Moody's, Moody's France, Fitch and S&P appear on the latest update of the list of
registered credit rating agencies on the European Securities and Markets Authority website: http://www.esma.europa.eu. The ratings
of Moody's, Moody's France, Fitch and S&P are endorsed by Moody's Investors Service Ltd, Fitch Ratings Ltd and S&P Global
Ratings UK Limited, respectively, which are each established in the United Kingdom and registered under Regulation (EU) No
1060/2009 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")
(the "UK CRA Regulation"). The rating of certain Series of Notes to be issued under the Programme may be specified in the
applicable Pricing Supplement (as defined below). 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 agency. Whether or not any credit rating applied for in
relation to any relevant Series of Notes will be issued by a credit rating agency established in the European Economic Area and
registered under the CRA Regulation or in the United Kingdom and registered under the UK CRA Regulation will be disclosed in the
relevant Pricing Supplement. Please also refer to "Credit Ratings may not reflect all risks" in the "Risk Factors" section of this Offering
Circular.
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, sold
or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. The Notes may be offered and sold (a) in bearer form
or registered form outside the United States in reliance on Regulation S of the Securities Act and (b) in registered form within
the United States to persons who are qualified institutional buyers ("QIBs") (as defined in Rule 144A ("Rule 144A") of the
Securities Act) in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration
requirements of the Securities Act. Prospective purchasers who are QIBs 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. In addition, until 40
days after the commencement of any offering, an offer or sale of any of the Notes within the United States by any dealer
(whether or not participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale
is made otherwise than in accordance with Rule 144A.

- i -

Arrangers and Dealers
BNP PARIBAS
Citigroup
HSBC
J.P. Morgan
Société Générale
UniCredit
Corporate & Investment Banking

17 January 2023

- ii -

IMPORTANT NOTICES
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 out in the relevant Pricing Supplement which, with respect to Notes to be listed on the
Luxembourg Stock Exchange will be filed with the Luxembourg Stock Exchange prior to listing. Copies
of any Pricing Supplement in relation to Notes to be listed on the Luxembourg Stock Exchange will also
be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other
or further stock exchanges or markets as may be agreed between the Republic and the relevant Dealer. The
Republic may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer, having made all reasonable enquiries, confirms that this Offering Circular and the relevant
Pricing Supplement contains all information with respect to the Issuer and the relevant Notes which is
material in the context of the issue and offering of the Notes, and the information contained in this Offering
Circular is true and accurate in every material respect and is not misleading in any material respect, that the
opinions and intentions expressed in this Offering Circular are honestly held and that there are no other
facts in relation to the Issuer or the Notes the omission of which would, in the context of the issue or offering
of the Notes, make any statement herein misleading in any material respect, whether of fact or opinion. The
Issuer accepts responsibility for the information contained in this Offering Circular, together with each
Pricing Supplement, accordingly.
The Republic has not authorised the making or provision of any representation or information regarding
the Republic or the Notes other than as contained in this Offering Circular or as approved for such purpose
by the Republic. Any such representation or information should not be relied upon as having been
authorised by the Republic.
None of the Dealers has separately verified the information contained in this Offering Circular.
Accordingly, no representation, warranty or undertaking, express or implied, is made (to the fullest extent
permitted by law) and no responsibility or liability is accepted by any of the Dealers, nor any of their
affiliates, holding companies, subsidiaries, associated undertakings or controlling persons, nor any of their
respective directors, officers, partners, employees, agents, representatives or advisers, as to the accuracy or
completeness of the information contained in this Offering Circular or any Pricing Supplement or any other
information provided by the Republic in connection with the Republic, the Programme or the issue and
offering of Notes thereunder. No Dealer accepts any liability whether arising in tort or contract or otherwise
in relation to the information contained in this Offering Circular or any other information provided by the
Republic or any such statement.
Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery
of any Notes shall in any circumstances constitute a representation that there has been no adverse change,
or any event reasonably likely to involve any adverse change, in the condition (financial, economic or
otherwise) or affairs of the Republic since the date of this Offering Circular. The Dealers expressly do not
undertake to review the condition (financial, economic or otherwise) or affairs of the Republic during the
life of the Programme or to advise any investor in the Notes of any information coming to their attention.
Neither this Offering Circular nor any other information supplied in connection with the Programme or any
Notes: (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation 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.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Republic or
any Dealer to subscribe for or purchase, any Notes. Each potential investor contemplating purchasing any
Notes should make its own independent investigation and analysis of the condition and affairs, and its own
appraisal 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.
The above disclaimers shall apply (without limitation) to all parts of this Offering Circular, including any
supplement to it, and to any Pricing Supplement. Neither the Dealers nor any of their affiliates, holding
companies, subsidiaries, associated undertakings or controlling persons, nor any of their respective

- iii -

directors, officers, employees, agents, partners or advisers shall be liable for any direct, indirect or
consequential loss or damage suffered by any person as a result of relying on any statement contained in
this Offering Circular, including any supplement to it, any Pricing Supplement or any other information
supplied in connection with the Programme or any Notes.
The distribution of this Offering Circular and the offering, sale and delivery of Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Offering Circular comes are required by the
Republic and the Dealers to inform themselves about and to observe any such restrictions. For a description
of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Offering Circular,
any Pricing Supplement and any other offering material relating to the Notes, see "Subscription and Sale".
Neither the Republic nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes
in circumstances in which an obligation arises for the Republic or any Dealer to supplement this Offering
Circular or any other document for such offer.
In this Offering Circular, unless otherwise specified, references to "U.S.$", "U.S. dollars", "USD" and
"dollars" are to the lawful currency for the time being of the United States of America, references to
"BGN", "Lev" and "Leva" are to the lawful currency for the time being of the Republic and references to
"Euro", "euro", "EUR" and "" are to the single currency introduced at the start of the third stage of
European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No. 974/98
of 3 May 1998 on the introduction of the euro, as amended.
Unless otherwise stated, all annual information, including budgetary information, is based on calendar
years. Figures included in this Offering Circular have been subject to rounding adjustments; accordingly,
figures shown for the same item of information may vary, and figures which are totals may not be
arithmetical aggregate of their components.
Statistical data appearing in this Offering Circular has been extracted or compiled from the records,
statistics and other official public sources of information in Bulgaria, and has not been independently
verified or checked by any Dealer. Similar statistics may be obtainable from other sources, although the
underlying assumptions and methodology, and consequently the resulting data may vary from source to
source. While there have been significant steps taken to improve the accuracy of the statistics, it is inevitable
in the context of a transition economy that there is a degree of uncertainty as to the accuracy or reliability
of the statistics when compared with those produced by countries that have for many years been preparing
market economy statistics. In addition, the statistics may not be calculated on a basis that is fully in
accordance with international standards, and the statistics have in the past been, and may in the future be,
subject to significant revision. Certain statistical data appearing in this Offering Circular may not have been
restated to reflect inflation. Investors should be aware that distortions caused by inflation are present in
such statistics and that period-to-period comparisons may not be meaningful.
Bulgaria is a sovereign state. Consequently, it may be difficult for investors to obtain judgments of courts
in countries outside Bulgaria against Bulgaria. Enforcement of such judgments in Bulgaria may be refused
in certain circumstances in the absence of an applicable treaty facilitating such enforcement. See "Risk
Factors--Risks relating to Notes generally--Enforcement of Liabilities".
In making an investment decision, investors must rely on their own examination of the Republic and the
terms of the Notes being offered, including the merits and risks involved. The Notes have not been approved
or disapproved by the United States Securities and Exchange Commission or any other securities
commission or other regulatory authority in the United States, nor have the foregoing authorities approved
this Offering Circular or confirmed the accuracy or determined the adequacy of the information contained
in this Offering Circular. Any representation to the contrary is unlawful.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable
Pricing Supplement 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, stabilisation may not occur.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche of Notes 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 relevant Tranche of Notes and 60 days after the
date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be

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conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation
Manager(s)) in accordance with all applicable laws and rules.
U.S. INFORMATION
This Offering Circular may be submitted on a confidential basis in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of certain Notes
which may be issued under the Programme. Its use for any other purpose in the United States is not
authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its
contents disclosed to anyone other than the prospective investors to whom it is originally submitted.
Any Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by
the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury regulations promulgated
thereunder.
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act in reliance on Rule 144A under the Securities Act or any other
applicable exemption. Any U.S. purchaser of Registered Notes is hereby notified that the offer and sale of
any Registered Notes to it may be made in reliance upon the exemption from the registration requirements
of Section 5 of the Securities Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Restricted Global Certificate or any Notes issued in
registered form in exchange or substitution therefor (together "Legended Notes") will be deemed, by its
acceptance or purchase of any such Legended Notes, to have made certain representations and agreements
intended to restrict the resale or other transfer of such Notes as set out in "Subscription and Sale" and
"Transfer Restrictions".
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to the UK Financial Conduct Authority ("FCA") Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.

- v -

BENCHMARK REGULATION
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmark Regulation"). If any such reference rate does constitute a benchmark, the Pricing
Supplement will indicate whether or not the benchmark is provided by an administrator included in the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
(Register of administrators and benchmarks) of the Benchmark Regulation. Transitional provisions in the
Benchmark Regulation may have the result that the administrator of a particular benchmark is not required
to appear in the register of administrators and benchmarks at the date of the Pricing Supplement. The
registration status of any administrator under the Benchmark Regulation is a matter of public record and,
save where required by applicable law, the Issuer does not intend to update the Pricing Supplement to reflect
any change in the registration status of the administrator.
FORWARD LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. All statements other than statements of
historical fact included in this Offering Circular regarding, among other things, Bulgaria's economy, fiscal
condition, politics, debt or prospects may constitute forward-looking statements. In addition, forward-
looking statements generally can be identified by the use of forward-looking terminology such as "may",
"will", "expect", "project", "predict", "aim", "intend", "estimate", "anticipate", "believe", "continue",
"could", "should", "would" or similar expressions or the negative thereof or other variations thereof or
comparable terminology or discussions of strategy, plans or intentions, involve a number of risks and
uncertainties. Although the Issuer believes that expectations reflected in its forward-looking statements are
reasonable as at the date of this Offering Circular, there can be no assurance that such expectations will
prove to have been correct. The Issuer undertakes no obligation to update the forward-looking statements
contained in this Offering Circular or any other forward-looking statement it may make. Forward-looking
statements involve inherent risks and uncertainties.
For the Issuer, in addition to the factors described in this Offering Circular, including, but not limited to,
those discussed under "Risk Factors", the following factors, among others, could cause future conditions
to differ materially from those expressed in any forward-looking statements made herein:
External factors, such as:
·
the impact of the international economic and political environment on the Bulgarian economy,
including liquidity in the international financial markets and volatility in international equity, debt
and foreign exchange markets;
·
interest rates in financial markets outside Bulgaria;
·
the impact of any changes in the credit ratings of Bulgaria;
·
the impact of regional political conditions;
·
the impact of the ongoing COVID-19 pandemic;
·
the impact of changes in the international prices of commodities;
·
economic conditions in Bulgaria's major export markets; and
·
the impact of the war in Ukraine.
Internal factors, such as:
·
general economic and business conditions in Bulgaria;
·
the level of unemployment; and
·
the ability of Bulgaria to effect key economic reforms.

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EXCHANGE RATES
On 1 July 1997 the Lev was fixed to the German Mark ("DEM") at a rate of BGN 1,000 for DEM 1.
Effective 5 July 1999, following the redenomination of the Lev the official exchange rate of the Lev to the
DEM was set at BGN 1 for DEM 1. Following the introduction of the Euro as the single currency for the
euro area on 1 January 1999, the fixed exchange rate was set at BGN 1.95583 for 1 EUR based on the
official exchange rate of conversion of the DEM to the EUR. For convenience, the economic and financial
information in the Offering Circular is presented in Euro.
The following table sets out both the Lev to U.S. dollar exchange rate and the U.S. dollar to Euro exchange
rate for the last day of the periods indicated; also set out below are the average exchange rates for the same
periods:

2017
2018
2019
2020
2021
2022

(BGN per U.S.$)1
Year or period end .........................
1.63081
1.70815
1.74099
1.59386
1.72685
1.83371
Average for year or period ............
1.73545
1.65704
1.74703
1.71632
1.65377
1.86014

(U.S.$ per EUR)2
Year or period end .........................
1.1993
1.1450
1.1234
1.2271
1.1326
1.0666
Average for year or period ............
1.1297
1.1810
1.1195
1.1422
1.1827
1.0530
_______________
Notes:
1
Source: Bulgarian National Bank.
2
Source: European Central Bank.

- vii -

CONTENTS

Page
OVERVIEW OF THE PROGRAMME ....................................................................................................... 1
RISK FACTORS .......................................................................................................................................... 8
USE OF PROCEEDS ................................................................................................................................. 25
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 26
SUMMARY OF PROVISIONS RELATING TO NOTES IN GLOBAL FORM ..................................... 58
FORM OF PRICING SUPPLEMENT ....................................................................................................... 64
THE REPUBLIC OF BULGARIA ............................................................................................................ 76
THE ECONOMY ....................................................................................................................................... 94
PUBLIC FINANCE ................................................................................................................................. 117
MONETARY AND FINANCIAL SYSTEM ........................................................................................... 141
BALANCE OF PAYMENTS AND FOREIGN TRADE ......................................................................... 170
INDEBTEDNESS .................................................................................................................................... 184
CLEARING AND SETTLEMENT.......................................................................................................... 191
TRANSFER RESTRICTIONS ................................................................................................................ 195
TAXATION ............................................................................................................................................. 199
CERTAIN ERISA CONSIDERATIONS ................................................................................................. 208
SUBSCRIPTION AND SALE ................................................................................................................. 211
GENERAL INFORMATION .................................................................................................................. 214

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Pricing Supplement.
Words and expressions defined in "Terms and Conditions of the Notes" and "Summary of Provisions
Relating to Notes in Global Form" shall have the same meanings in this overview.
Issuer:
Republic of Bulgaria
Legal Entity Identifier (LEI):
529900PG0XCL4LICL838
Description:
12,000,000,000 Global Medium Term Note Programme
Arrangers:
BNP Paribas
Citigroup Global Markets Europe AG
HSBC Bank plc
J.P. Morgan SE
Société Générale
UniCredit Bank AG
Dealers:
BNP Paribas
Citigroup Global Markets Europe AG
HSBC Bank plc
J.P. Morgan SE
Société Générale
UniCredit Bank AG
and any other Dealers appointed in accordance with the
Dealer Agreement from time to time for a specific issue of
Notes.
Fiscal Agent, Paying Agent,
Citibank N.A., London Branch
Exchange Agent, Transfer Agent
and Calculation Agent:
Paying Agent and Transfer Agent:
Citibank Europe plc
Registrar:
Citigroup Global Markets Europe AG
Listing Agent:
Banque Internationale à Luxembourg S.A.
Certain Restrictions:
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 from time
to time. See "Subscription and Sale" and "Transfer
Restrictions".
Initial Delivery of Notes:
Bearer Notes:
On or before the issue date for each Tranche, if the relevant
Global Note is stated in the applicable Pricing Supplement
to be issued in New Global Note ("NGN") form, the Global
Note will be delivered to a common safekeeper (the
"Common Safekeeper") for Euroclear and Clearstream,
Luxembourg. On or before the issue date for each Tranche,
if the relevant Global Note is not issued in NGN form, the
Global Note representing Bearer Notes shall be deposited
with a common depositary (the "Common Depositary") for
- 1 -

Euroclear and Clearstream, Luxembourg, or if agreed to be
delivered outside a clearing system, be deposited as agreed
between the Republic, the Fiscal Agent and the relevant
Dealer.
Registered Notes:
Registered Notes which are sold in "offshore transactions"
within the meaning of Regulation S ("Unrestricted Notes")
will initially be represented by a permanent registered global
certificate (each an "Unrestricted Global Certificate")
which may on the issue date of each Tranche (a) (i) in the
case of Registered Notes intended to be held under the New
Safekeeping Structure ("NSS"), be delivered to the Common
Safekeeper for Euroclear and Clearstream, Luxembourg; or
(ii) in the case of Registered Notes not intended to be held
under the NSS, be deposited with the Common Depositary
for Euroclear and Clearstream, Luxembourg; (b) in the case
of Registered Notes intended to be cleared through The
Depository Trust Company ("DTC"), be deposited with a
custodian (the "Custodian") for, and registered in the name
of a nominee for, DTC; or (c) in the case of Registered Notes
intended to be cleared through a clearing system other than,
or in addition to, Euroclear and/or Clearstream, Luxembourg
and/or DTC, or delivered outside a clearing system, be
deposited as agreed between the Republic, the Fiscal Agent
and the relevant Dealer.
Registered Notes which are sold in the United States to QIBs
in reliance on Rule 144A or another exemption from, or
transaction not subject to, the registration requirements of
the Securities Act ("Restricted Notes) will initially be
represented by a permanent registered global certificate
(each a "Restricted Global Certificate" and, together with
the
Unrestricted
Global
Certificate,
the
"Global
Certificates") which may on the issue date of each Tranche
(a) in the case of Registered Notes intended to be cleared
through Euroclear and Clearstream, Luxembourg, be
deposited with the Common Depositary or Common
Safekeeper (as the case may be) on behalf of Euroclear and
Clearstream, Luxembourg, (b) in the case of Registered
Notes intended to be cleared through DTC, be deposited
with the Custodian for, and registered in the name of a
nominee for, DTC or (c) in the case of Registered Notes
intended to be cleared through a clearing system other than,
or in addition to, Euroclear and/or Clearstream, Luxembourg
and/or DTC, or delivered outside a clearing system, be
deposited as agreed between the Republic, the Fiscal Agent
and the relevant Dealer.
In the case of any Registered Notes cleared through DTC,
interests in the relevant Global Certificate(s) will be shown
on, and transfers thereof will be effected only through,
records maintained by DTC and its participants.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis. The Notes will be issued in series (each, a
"Series") having one or more issue dates and on terms
otherwise identical (or identical other than in respect of the
first payment of interest). Each Series may be issued in
- 2 -