Obligation Egypt 7.5% ( US038461AL31 ) en USD

Egypt

95 % ⇌

Egypte

US038461AL31 ( en USD )

7.5% par an ( paiement semestriel )

31/01/2027

Prospectus brochure de l'obligation Egypt US038461AL31 en USD 7.5%, échéance 31/01/2027

31/07/2024 ( Dans 76 jours )

L'Obligation émise par Egypt ( Egypte ) , en USD, avec le code ISIN US038461AL31, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2027

BASE PROSPECTUS
THE ARAB REPUBLIC OF EGYPT
U.S.$20,000,000,000
Global Medium Term Note Programme
Under this U.S.$20,000,000,000 Global Medium Term Note Programme (the "Programme"), the Arab Republic of Egypt (the "Issuer", the "Republic" or
"Egypt") may elect, subject to compliance with all applicable laws, regulations and directives, from time to time to issue notes ("Notes") denominated in any
currency agreed between the Issuer and the relevant Dealer(s) (as defined below).
Notes may be issued in bearer or registered form ("Bearer Notes" and "Registered Notes", respectively). The maximum aggregate nominal amount of all Notes
from time to time outstanding under the Programme will not exceed U.S.$20,000,000,000 (or its equivalent in other currencies calculated, as provided in the Dealer
Agreement described herein), subject to increase, as described herein.
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(s) appointed
under the Programme from time to time by the Issuer (each, a "Dealer" and together, the "Dealers"), which appointment may be for a specific issue or on an on-
going basis. References in this Base Prospectus to the "relevant Dealer(s)" shall be, in the case of an issue of Notes being (or intended to be) subscribed by more
than one Dealer, to all Dealers agreeing to subscribe for such Notes.
AN INVESTMENT IN NOTES ISSUED UNDER THE PROGRAMME
INVOLVES CERTAIN RISKS. SEE "RISK FACTORS".
This Base Prospectus has been approved by the Supervisory Commission of the Financial Sector (Commission de Surveillance du Secteur Financier) (the "CSSF"),
in its capacity as competent authority under the Luxembourg law on prospectuses for securities (loi relative aux prospectus pour valeurs mobilieres) dated 10 July
2005 (the "Luxembourg Prospectus Law"), which implements Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). By approving
this Base Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line
with the provisions of Article 7(7) of the Luxembourg Prospectus Law. Application has been made to the Luxembourg Stock Exchange for Notes issued under the
Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the "Official List") and to trading on its
regulated market, pursuant to the rules and regulations of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated
market for the purposes of Directive 2014/65/EU (as amended, "MiFID II").
The Issuer intends to request that the CSSF provide the competent authority in the United Kingdom with a certificate of approval attesting that this Base Prospectus
has been drawn up in accordance with the Luxembourg Prospectus Law (the "Notification"). The Issuer may also request the CSSF to provide competent authorities
in additional Member States within the European Economic Area (the "EEA") with a Notification.
Following provision of the Notification, the Issuer may apply for Notes issued under the Programme to be listed and admitted to trading on the Regulated Market
of the London Stock Exchange plc (or on the regulated market of any other Member State in respect of which a Notification has been provided to the relevant
competent authority of such Member State), either together with a listing on the Regulated Market of the Luxembourg Stock Exchange or as a single listing. If any
Notes issued under the Programme are to be listed on the Regulated Market of the London Stock Exchange plc (or on the regulated market of any other Member
State in respect of which a Notification has been provided to the relevant competent authority of such Member State), this will be specified in the applicable Final
Terms.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock
exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or
quotation systems as may be agreed with the Issuer.
This Base Prospectus will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Certain Tranches (as defined herein) of Notes to be issued under the Programme may be rated, and the credit rating agency issuing such rating may be specified in
the relevant Final Terms. 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.
Each of Fitch Ratings Ltd. ("Fitch"), Moody's Investors Service Limited ("Moody's") and Standard & Poor's Credit Market Services Europe Limited ("S&P")
is established in the European Union ("EU") and is registered under Regulation (EC) 1060/2009 of the European Parliament and of the Council of 16 September
2009 on credit rating agencies (the "CRA Regulation").
Amounts payable under the Notes may be calculated by reference to the London Interbank Offered Rate ("LIBOR") and the Euro Interbank Offered Rate
("EURIBOR") which are provided by the ICE Benchmark Administration Limited ("ICE") and the European Money Markets Institute ("EMMI"), respectively.
As at the date of this Base Prospectus, ICE appears on the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR") and EMMI does not appear on
such register. As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR apply, such that ICE is not currently required to obtain authorisation
or registration (or, if located outside the EU, recognition, endorsement or equivalence).
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. Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United
States except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. The Notes may be offered and sold (A) in
bearer form or registered form outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and (B) in registered form within
the United States to persons who are "qualified institutional buyers" ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"). 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. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus,
see "Subscription and Sale" and "Transfer Restrictions".
Arrangers
Citigroup
NATIXIS
Dealers
BNP PARIBAS
Citigroup
First Abu Dhabi Bank
HSBC
J.P. Morgan
Morgan Stanley
NATIXIS
The date of this Base Prospectus is 18 February 2019.

IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the
purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the
Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge and
belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this
Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
To the best of the knowledge and belief of the Issuer, the information contained in this Base Prospectus is true and accurate
in every material respect and is not misleading in any material respect and this Base Prospectus, insofar as it concerns
such matters, does not omit to state any material fact necessary to make such information not misleading. The opinions,
assumptions, intentions, projections and forecasts expressed in this Base Prospectus with regard to the Issuer are honestly
held by the Issuer, have been reached after considering all relevant circumstances and are based on reasonable
assumptions.
Where information has been sourced from a third party, the Issuer 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 party, no facts
have been omitted which would render the reproduced information inaccurate or misleading. The source of any third
party information contained in this Base Prospectus is stated where such information appears in this Base Prospectus.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the
Notes" (the "Conditions"), as completed by a document specific to such Tranche called the final terms (the "Final
Terms"). This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein (see "Documents Incorporated by Reference") and, in relation to any
Tranche of Notes, must be read and construed together with the relevant Final Terms.
No person has been authorised to give any information or to make any representation not contained in or not consistent
with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied
by the Issuer or such other information as is in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorised by the Issuer, any Arranger (as defined herein) or any Dealer.
None of the Arrangers, the Dealers or any of their respective affiliates makes any representation, undertaking, or warranty,
express or implied, or accepts any responsibility as to the accuracy or completeness of the information contained in this
Base Prospectus. Each Arranger and each Dealer accordingly disclaims any and all liability whether arising in tort or
contract or otherwise which either of them might otherwise have in respect of this Base Prospectus. Neither the delivery
of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Notes shall, in any circumstances,
create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the
date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the condition (financial, economic, political or
otherwise), general affairs or prospects of the Issuer since the date hereof or, if later, the date upon which this Base
Prospectus has been most recently amended or supplemented or that any other information supplied in connection with
the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in
the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are
required by the Issuer 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 the distribution of this Base Prospectus or any Final
Terms and other offering material relating to the Notes, see "Subscription and Sale".
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any
Notes and should not be considered as a recommendation by the Issuer, the Arrangers, the Dealers or any of them that
any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of
this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed
U.S.$20,000,000,000 (and for this purpose, the U.S. Dollar amount of any Notes denominated in a currency other than
U.S. Dollars shall be converted into U.S. Dollars at the date of the agreement to issue such Notes (calculated in accordance
i

with the provisions of the Dealer Agreement)). The maximum aggregate principal amount of Notes that may be
outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the
relevant provisions of the Dealer Agreement.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the
suitability of that investment in light of its own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of
investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any
applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the Notes and the impact such Notes will have on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
Notes where the currency for principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and
financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment in the Notes and its ability to bear the applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation
by certain authorities. Each potential investor should consult its legal and tax advisers to determine whether and to what
extent: (i) the Notes are legal investments for it; (ii) the Notes can be used as collateral for various types of borrowing;
and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based
capital or similar rules.
SUPPLEMENTS TO THIS BASE PROSPECTUS
The Issuer has agreed to comply with any undertakings given by it from time to time to the Luxembourg Stock Exchange
in connection with Notes in a Series (as defined herein) to be listed on the Official List of the Luxembourg Stock Exchange
and, without prejudice to the generality of the foregoing, shall prepare, in connection with the listing of the Notes on the
Official List of the Luxembourg Stock Exchange or on any other relevant stock exchange, so long as any Note remains
outstanding, supplement(s) to this Base Prospectus to be approved by the CSSF, or, as the case may be, publish in a new
Base Prospectus, whenever required by the rules of the Luxembourg Stock Exchange or any other relevant stock
exchange, or by the Luxembourg Prospectus Law, and in any event (i) if the maximum aggregate principal amount of
Notes that may be issued under the Programme is increased, (ii) upon the Issuer becoming aware that (A) there has been
a significant change (including any change to the Conditions in a Series to be listed on the Official List of the Luxembourg
Stock Exchange) affecting any matter contained in this Base Prospectus or (B) a significant new matter has arisen, the
inclusion of information in respect of which would have been required to be in this Base Prospectus if it had arisen before
this Base Prospectus was issued or (iii) if the terms of the Programme are modified or amended in a manner which would
make this Base Prospectus, as it may be supplemented, materially inaccurate or misleading. In the event that a supplement
to this Base Prospectus is produced pursuant to such undertakings, a copy of such supplement will accompany this Base
Prospectus. Any supplement to this Base Prospectus will be available from the specified office of the Fiscal Agent and
Transfer Agent in Luxembourg. See "General Information--Documents on Display".
NOTICE TO U.S. INVESTORS
This Base Prospectus 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 (as defined below). Terms used in this paragraph have the meanings given to them by the U.S. Internal
Revenue Code of 1986, as amended (the "Code") and the Treasury regulations promulgated thereunder.
ii

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 being 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 Rule 144A 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".
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR DISAPPROVED BY THE
U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF ANY
OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms 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 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 of Notes about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any such 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.
PROHIBITION ON 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 the 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 MiFID II; (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded, the "IMD"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation
(EU) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
NOTICE TO UK RESIDENTS
The distribution in the United Kingdom of this Base Prospectus, any Final Terms and any other marketing materials
relating to the Notes if effected by a person who is not an authorised person under the Financial Services and Markets
Act 2000 is being addressed to, or directed at, only the following persons: (i) persons who are Investment Professionals
as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order"); (ii) persons falling within any of the categories of persons described in Article 49
of the Financial Promotion Order; and (iii) any other person to whom it may otherwise lawfully be made in accordance
with the Financial Promotion Order.
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
This Base Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted
under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority of the
Kingdom of Saudi Arabia (the "Capital Market Authority").
iii

The Capital Market Authority does not make any representations as to the accuracy or completeness of this Base
Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any
part of this Base Prospectus. Prospective purchasers of Notes issued under the Programme should conduct their own due
diligence on the accuracy of the information relating to the Notes. If a prospective purchaser does not understand the
contents of this Base Prospectus, he or she should consult an authorised financial adviser.
NOTICE TO RESIDENTS OF THE KINGDOM OF BAHRAIN
In relation to investors in the Kingdom of Bahrain, Notes issued in connection with this Base Prospectus and related
offering documents may only be offered in registered form to existing accountholders and accredited investors (each, as
defined by the Central Bank of Bahrain) in the Kingdom of Bahrain, where such investors make a minimum investment
of at least U.S.$100,000 or any equivalent amount in another currency or such other amount as the Central Bank of
Bahrain may determine.
This Base Prospectus does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the
Central Bank and Financial Institutions Law 2006 (Decree Law 64 of 2006). This Base Prospectus and related offering
documents have not been, and will not be, registered as a prospectus with the Central Bank of Bahrain. Accordingly, no
securities may be offered, sold or made the subject of an invitation for subscription or purchase nor will this Base
Prospectus or any other related document or material be used in connection with any offer, sale or invitation to subscribe
or purchase securities, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than to `accredited
investors', as such term is defined by the Central Bank of Bahrain.
The Central Bank of Bahrain has not reviewed, approved or registered this Base Prospectus or related offering documents
and it has not in any way considered the merits of the Notes to be offered for investment, whether in or outside the
Kingdom of Bahrain. Therefore, the Central Bank of Bahrain assumes no responsibility for the accuracy and completeness
of the statements and information contained in this Base Prospectus and expressly disclaims any liability whatsoever for
any loss howsoever arising from reliance upon the whole or any part of the content of this Base Prospectus. No offer of
securities will be made to the public in the Kingdom of Bahrain and this Base Prospectus must be read by the addressee
only and must not be issued, passed to, or made available to the public generally.
NOTICE TO RESIDENTS OF THE STATE OF QATAR
This Base Prospectus does not and is not intended to constitute an offer, sale or delivery of notes or other debt financing
instruments under the laws of the State of Qatar (including the Qatar Financial Centre) and has not been and will not be
reviewed or approved by or registered with the Qatar Financial Markets Authority, the Qatar Central Bank, the Qatar
Stock Exchange or the Qatar Financial Centre Regulatory Authority in accordance with their respective regulations or
any other regulations in Qatar. The Notes are not, and will not be, traded on the Qatar Exchange.
NOTICE TO RESIDENTS OF SINGAPORE
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter 289)
of Singapore (as modified or amended from time to time, the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018") unless otherwise specified before an offer of
Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA),
that the Notes are "prescribed capital markets products" (as defined in the CMP Regulations 2018) and "Excluded
Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
iv

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilisation
manager(s) in the relevant subscription agreement (the "Stabilisation Manager") (or persons acting on behalf of
any Stabilisation Manager(s)) 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
necessarily 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
conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s))
in accordance with all applicable laws and rules.
v

TABLE OF CONTENTS
IMPORTANT NOTICES ................................................................................................................................... i
SUPPLEMENTS TO THIS BASE PROSPECTUS .......................................................................................... ii
NOTICE TO U.S. INVESTORS ....................................................................................................................... ii
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ...................................................................... iii
PROHIBITION ON SALES TO EEA RETAIL INVESTORS ....................................................................... iii
NOTICE TO UK RESIDENTS ........................................................................................................................ iii
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA ........................................................ iii
NOTICE TO RESIDENTS OF THE KINGDOM OF BAHRAIN .................................................................. iv
NOTICE TO RESIDENTS OF THE STATE OF QATAR .............................................................................. iv
NOTICE TO RESIDENTS OF SINGAPORE ................................................................................................. iv
STABILISATION ..............................................................................................................................................v
RISK FACTORS ................................................................................................................................................1
PRESENTATION OF INFORMATION .........................................................................................................19
FORWARD-LOOKING STATEMENTS ........................................................................................................21
ENFORCEMENT OF CIVIL LIABILITIES ...................................................................................................22
OVERVIEW OF THE REPUBLIC ..................................................................................................................23
GENERAL DESCRIPTION OF THE PROGRAMME ...................................................................................27
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................32
USE OF PROCEEDS .......................................................................................................................................33
THE ARAB REPUBLIC OF EGYPT ..............................................................................................................34
THE ECONOMY .............................................................................................................................................53
EXTERNAL SECTOR .....................................................................................................................................89
MONETARY SYSTEM .................................................................................................................................101
PUBLIC FINANCE ........................................................................................................................................119
PUBLIC DEBT ..............................................................................................................................................133
TERMS AND CONDITIONS OF THE NOTES ...........................................................................................154
FORM OF FINAL TERMS ............................................................................................................................185
FORMS OF THE NOTES ..............................................................................................................................194
TAXATION ...................................................................................................................................................200
SUBSCRIPTION AND SALE .......................................................................................................................208
TRANSFER RESTRICTIONS.......................................................................................................................213
CLEARING AND SETTLEMENT................................................................................................................215
GENERAL INFORMATION.........................................................................................................................219
vi

RISK FACTORS
The purchase of Notes involves risks and is suitable only for, and should be made only by, investors that are fully familiar
with the Republic and that have such other knowledge and experience in financial and business matters as may enable
them to evaluate the risks and the merits of an investment in the Notes. Prior to making an investment decision, prospective
investors should consider carefully, in light of their own financial circumstances and investment objectives, all the
information set forth herein and, in particular, the risk factors set forth below. Prospective purchasers of Notes should
make such inquiries as they think appropriate regarding the Notes and the Republic without relying on the Republic or
the Dealers.
Risk Factors Relating to Egypt
Significant political unrest and political and social instability since January 2011 has had and could continue to have
a material adverse effect on the Republic generally and on its economic growth.
On 25 January 2011 as part of the Arab Spring, demonstrations and protests began in Cairo, Alexandria and a number of
other Egyptian cities, with protestors demanding the overthrow of President Mubarak. Following several weeks of unrest,
President Mubarak dissolved the government of the Republic (the "Government") and resigned, ending 30 years in power
(the "2011 Revolution"). Power was then assumed by the Supreme Council of the Armed Forces (the "SCAF"), which
suspended the constitution and announced it would govern Egypt until elections were held. Demonstrations and protests,
which often escalated into violence, continued throughout 2011 in response to the perceived slow pace of political change.
Egypt experienced continued political uncertainty and instability over the course of 2012. Presidential elections were held
in June 2012 and were won by the Freedom and Justice Party candidate, Mr. Morsi, who took office on 30 June 2012.
Following further demonstrations and protests in 2013, which culminated in a revolution on 30 June 2013 calling for
President Morsi's resignation, the Egyptian military removed President Morsi from office. Following protests and
demonstrations by supporters of former President Morsi in August 2013, the then-interim Government declared a state of
emergency and a curfew was imposed (which was lifted in November 2013). In September 2013, following a number of
terrorist attacks on army personnel, the military launched a campaign against militants in northern Sinai, and a court
banned the Muslim Brotherhood from carrying out any activities in Egypt. In December 2013, the interim Government
declared the Muslim Brotherhood a terrorist organisation following a bomb blast in Mansoura. In April 2015, Muslim
Brotherhood leader, Mr. Mohammed Badie, and 13 other senior members of the organisation were sentenced to death and
a number of other members of the organisation were sentenced to life imprisonment, in connection with the violence
following the removal of President Morsi. Subsequently, former President Morsi and a number of other Muslim
Brotherhood members were sentenced to 20 years in prison for ordering the arrest and torture of protestors during a sit-
in held outside the presidential palace in December 2012. On 23 October 2016, the Court of Cassation upheld the 20-year
sentence issued in April 2015 against Mr. Morsi and other members of the Muslim Brotherhood. In May 2015, following
a retrial, former President Mr. Mubarak was convicted of corruption charges relating to his time in office. In May 2015,
Mr. Morsi and 105 others were sentenced to death for their role in planning jailbreaks and attacks on police during the
2011 Revolution. In May 2015, the Cairo Criminal Court requested the opinion of the Grand Mufti as to whether or not
death sentences in respect of former President Morsi, as well as Mr. Badie and other individuals for other convictions
would be in accordance with principles of Sharia. In June 2016, Mr. Morsi's death sentence was confirmed by the Grand
Mufti in June 2015 but was overturned by the Court of Cassation in November 2016, which ordered a retrial. In addition,
on 2 March 2017, the Court of Cassation acquitted Mr. Mubarak of all charges relating to the killing of protestors during
the 2011 Revolution. Although the corruption conviction against Mr. Mubarak still stands, Mr. Mubarak was released
from detention on 24 March 2017. There can be no assurance that there will not be protests, attacks or other violent or
political reactions to further or new proceedings, which could, in turn, have a material adverse effect on the political
climate and economic activity of the Republic.
In January 2014, the current constitution (the "Constitution"), which was prepared by a panel of judges and legal scholars
and approved by an assembly of political, religious, union and other representatives and public figures, was adopted by
referendum. The Constitution came into force on 18 January 2014. In March 2014, the then-defence minister, Field
Marshal Al-Sisi, announced his intention to run for president and resigned from the military. Mr. Al-Sisi won the
presidential election in 2014 with approximately 96.9% of the valid votes cast. President Al-Sisi was sworn in on 8 June
2014. Presidential elections took place between 26 and 28 March 2018. On 2 April 2018, the National Elections Authority
declared President Al-Sisi the winner of the elections, securing a second four-year term after winning 97.08% of the valid
votes cast. According to the current wording of Article 140 of the Constitution, the President serves for a four-year term
and may be re-elected once. Accordingly, this would be President Al-Sisi's final term, which expires in March 2022.
On 3 February 2019, a motion was submitted to the speaker of Parliament proposing certain amendments to the
Constitution, including extending the presidential term to six years, changing the appointment process for various entities
within the judiciary, as well as other amendments. On 14 February 2019, Parliament voted in favour of these amendments.
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The amendments will be referred to the Legislative Committee of the Parliament to be considered within 60 days,
following which, if approved by the Legislative Committee, President Al-Sisi will have the right to call a referendum to
confirm the amendments. A separate petition proposing the removal of the two-term limit as stated under Article 226 of
the Constitution was lodged with the Court of Urgent Matters in December 2018, and a hearing is scheduled to take place
on 24 February 2019.
See "The Arab Republic of Egypt--Constitutional System--Executive Branch--The President of the Republic".
Parliamentary elections were held between October and December 2015. In January 2016, the House of Representatives
held its first session, the first parliamentary session in more than three years.
Since the parliamentary elections in 2015, the Government has been reshuffled on a number of occasions, including, most
recently, in June 2018, when a new 32-member cabinet headed by Prime Minister Mostafa Madbouly and including 12
new ministers (including a new Minister of Finance) was sworn in. The Government is likely to continue to face social,
economic and political challenges and the risk of instability that often accompanies political transition. Any change in
policy or any delay or reversal of economic reforms may lead to political instability or uncertainty regarding the
completion of economic reforms, which could, in turn, negatively affect Egypt and its economy. These challenges,
together with incidents of social and political unrest and violence in Egypt and in the wider region, have had and may
continue to have a significant adverse effect on the Egyptian economy. There can be no assurance that further incidents
of political or social instability, terrorism, protests or violence will not directly or indirectly negatively affect Egypt and
its economy.
The Egyptian economy is experiencing, and may continue to experience, high inflation
Annual headline inflation, as measured by the consumer price index ("CPI"), has been high in recent years. It was 10.1%
in 2014, 10.4% in 2015, 13.8% in 2016 and 29.5% in 2017 but decreased to 14.4% in 2018. Following the liberalisation
of the Egyptian Pound in November 2016, the CPI increased significantly, reaching 33.0% in July 2017 (with core
inflation reaching 35.3% in July 2017) but has since declined to 12.7% in January 2019. The IMF has, however, identified
high and persistent inflation as one of the key risks to Egypt's macroeconomic stability, the credibility of Egypt's new
monetary policy framework and Egypt's ability to comply with the targets set out in the three-year extended fund facility
("EFF") with the IMF.
The Egyptian economy is subject to a continued risk of high or increasing inflation due to the effects of the VAT law
(implemented in September 2016), the devaluation of the Egyptian Pound since the 2011 Revolution and, in particular,
following the liberalisation of the Egyptian Pound in November 2016, as well as any further potential depreciation
resulting from future pressure on the Egyptian Pound, rising food prices as a result of subsidy reform, volatility in global
wheat harvests and other factors), rising energy prices (as a result of subsidy reform, including recent increases in
petroleum, gasoline, diesel, kerosene and fuel oil prices, and future increases in international energy prices) and an
expected recovery in GDP (as defined below) growth rates as economic, fiscal and monetary reforms are implemented.
In addition, further planned reductions of fuel subsidies and other measures as part of the Government's economic reform
programme may have an adverse impact on inflation, and, in past years, most recently in 2018, price increases, particularly
in respect of food and transportation, have led to social unrest.
The Central Bank of Egypt (the "CBE") has implemented a number of measures to try to contain inflationary pressures.
Between November 2016 and July 2017, the Monetary Policy Committee of the CBE (the "MPC") raised benchmark
policy rates by an aggregate of 700 basis points. In addition, the CBE has used deposit auctions to reduce balances on
banks' overnight and seven day deposits. In May 2017, the CBE announced an inflation target of 13% by the fourth
quarter of 2018 and single digits thereafter. As a result of the moderation of underlying inflationary pressures, on
15 February 2018, the MPC reduced the overnight deposit rate, the overnight lending rate and the discount rate by 100
basis points each, to 17.75%, 18.75% and 18.25%, respectively. This was the first reduction of the CBE's key policy rates
since 2015 and was intended to support the CBE's inflation target. On 29 March 2018, the MPC reduced the overnight
deposit rate, the overnight lending rate, the rate of the CBE's main operation and the discount rate by a further 100 basis
points to 16.75%, 17.75%, 17.25% and 17.25%, respectively. In December 2018, the CBE announced a new inflation
target of 9% by the fourth quarter of 2020. On 14 February 2019, the MPC reduced the overnight deposit rate, the
overnight lending rate, the rate of the CBE's main operation and the discount rate by a further 100 basis points each to
15.75%, 16.75%, 16.25% and 16.25%, respectively. There can be no assurance, however, that measures taken by the CBE
and the Government will be successful in meeting the CBE's inflation target or otherwise controlling inflation. Increases
in the CBE's benchmark policy rates have also increased the Government's domestic borrowing costs and may result in
lower levels of lending and a decrease in economic growth. A failure to control inflation could have a material adverse
effect on the investment climate in Egypt and negatively affect the Egyptian economy.
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Egypt has experienced several terrorist attacks, which have contributed to a decline in tourism, a key sector of the
economy, among other adverse consequences
In recent years, Islamic militants, including the so-called "Islamic State", have operated in a number of countries in the
region. In common with other countries in the Middle East, Egypt has experienced a number of terrorist attacks. Since
the removal of President Morsi, terrorist attacks in North Sinai on Egyptian military bases, in particular, have increased,
resulting in the deaths of soldiers and police. In July 2015, the so-called "Islamic State" launched a wave of further attacks
in North Sinai, which have continued in subsequent periods, including in 2018. As a result of these attacks and the related
security situation prevailing in North Sinai, Egyptian Natural Gas Holding Company ("EGAS") is facing difficulties
transporting gas through the Sinai Peninsula to Jordan. Smaller scale attacks have also occurred in Cairo and other cities.
In October 2015, the so-called "Islamic State" claimed responsibility for the destruction of a Russian airliner in Sinai,
which was flying from Sharm el Sheikh airport. All crew and 224 passengers were killed.
Sporadic terrorist attacks resulting in fatalities have continued. In January 2016, there were attacks in the tourist resorts
of Giza and Hurghada. In December 2016, a bomb explosion in Kafr al-Sheikh in the Nile Delta killed a civilian and
injured three policemen, and a separate bomb explosion killed six policeman near Giza. Also in December 2016, 25 people
were killed in a bomb explosion in the Coptic Cathedral complex in Cairo. In April 2017, explosions occurred at two
Coptic Christian churches in Tanta and Alexandria, which killed 47 people. The so-called "Islamic State" claimed
responsibility for the attacks. In response, President Al-Sisi declared a three-month state of emergency and ordered the
deployment of the military across Egypt to protect vital infrastructure. In November 2017, an attack on a Sufi Mosque in
the town of Bir al-Abed in north Sinai, which is believed to have been carried out by the so-called "Islamic State", killed
305 people. In December 2017, nine people were killed by a gunman at Mar Mina Church, south of Cairo. On 2 November
2018, seven Coptic Christians were killed in an attack on two buses near a monastery in Minya and the so-called "Islamic
State" claimed responsibility for the attack. On 4 November 2018, the Ministry of Interior announced that 19 Islamist
militants accused of carrying out this attack had been killed in a shootout with Egyptian police. On 28 December 2018,
three tourists and their Egyptian guide were killed by a roadside bomb near Giza. Thirteen other people were injured. No
group has claimed responsibility for the attack. On 29 December 2018, Egyptian security forces conducted three raids in
north Sinai and Giza, in which 40 suspected militants were killed and ammunitions, firearms and improvised explosive
devices were recovered. The state of emergency has been extended on seven occasions, most recently in January 2019
for a further three months.
These events have affected the Egyptian economy and, in particular, the tourism sector. While combatting terrorism
continues to be a priority of the Government, there can be no assurance that extremists or terrorist groups will not continue
violent activities in Egypt. Terrorist attacks in Egypt have adversely affected, and may continue to adversely affect, the
Egyptian economy.
Egypt is located in a region that has been subject to ongoing political and security concerns
Egypt is located in a region that has been subject to ongoing political and security concerns, especially in recent years.
Political instability in the Middle East has increased since the terrorist attacks of 11 September 2001, the U.S.-led
intervention in Iraq, the ongoing conflict in Syria, the threat of the so-called "Islamic State", the ongoing conflict in
Yemen, instability and conflict in Libya and the crisis involving Qatar. Some Middle Eastern and North African countries
have experienced in the recent past or are currently experiencing political, social and economic instability, extremism,
terrorism, armed conflict and war. Within Egypt, state and civilian institutions have been the targets of terrorist attacks in
recent years.
A number of Arab countries have experienced significant political and military upheaval, conflict and revolutions as part
of the Arab Spring, which has led to the departure of long-time rulers in Tunisia, Egypt, Yemen and Libya. Among the
short-term effects of the Arab Spring has been a destabilisation of the region and increased political and social instability.
This instability is likely to continue for some years. In addition, a number of Arab countries, including Iraq, Libya, Syria
and Yemen, have continued to experience significant civil unrest and internal conflict. In particular, the ongoing conflict
in Syria has been the subject of significant international attention and intervention, including by the Russian military, and
its impact and resolution are difficult to predict. Any further escalation of this conflict, additional international military
intervention in Syria or a more aggressive stance by parties to the conflict could further destabilise the region. The
instability caused by the ongoing conflict has been exacerbated by terrorist attacks by the so-called "Islamic State" in the
region and internationally, which has, in turn, increased the security challenges faced by Egypt, as well as other countries
in the region and beyond.
In March 2015, a coalition of Arab countries led by Saudi Arabia and including other Gulf Co-operation Council ("GCC")
members, Egypt, Jordan, Morocco, Sudan and others, supported by the United States and other western governments,
announced its intention to intervene in the civil war in Yemen on the side of the Yemeni government against the Houthi
rebels, who have taken control of Yemen's capital, Sana'a.
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