Obligation Egypt 5.875% ( US03846JW222 ) en USD

Egypt

95.737 % ▲

Egypte

US03846JW222 ( en USD )

5.875% par an ( paiement semestriel )

10/06/2025

Prospectus brochure de l'obligation Egypt US03846JW222 en USD 5.875%, échéance 10/06/2025

11/06/2024 ( Dans 26 jours )

L'Obligation émise par Egypt ( Egypte ) , en USD, avec le code ISIN US03846JW222, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/06/2025

BASE PROSPECTUS
THE ARAB REPUBLIC OF EGYPT
U.S.$10,000,000,000
Global Medium Term Note Programme
Under this U.S.$10,000,000,000 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 relevant laws, regulations and directives, from time-to-time to issue notes (the
"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 (respectively, "Bearer Notes" and "Registered Notes"). The maximum aggregate nominal
amount of all Notes from time-to-time outstanding under the Programme will not exceed U.S.$10,000,000,000 (or its equivalent in other
currencies calculated as provided in the Dealer Agreement described herein), subject to increase, as described herein.
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(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, 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. SEE "RISK FACTORS".
This Base Prospectus has been approved by the 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 (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 the Markets in Financial Instruments Directive 2004/39 EC.
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.
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 EU and is registered under the CRA Regulation.
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 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 a United States person except in certain
transactions permitted by U.S. tax regulations. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered 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 ("Regulation S")) except
in certain transactions exempt from 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 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
Information Memorandum, see "Subscription and Sale" and "Transfer Restrictions".
Arrangers
Morgan Stanley
NATIXIS
Dealers
BNP PARIBAS
Citigroup
J.P. Morgan
Morgan Stanley
NATIXIS
The date of this Base Prospectus is 26 May 2015.

IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive, as
amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have
been implemented in a relevant member state of the EU (an "EU Member State")) 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. The Issuer accepts responsibility for the information contained in this Base Prospectus.
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 and, in relation to any Tranche of Notes which is the subject of Final
Terms, 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 or warranty or accepts
any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the
delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note 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". In particular, the
Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements.
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.
1

The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed
U.S.$10,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into U.S.
Dollars at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer
Agreement)). The maximum aggregate principal amount of Notes which 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 the 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 with principal or interest payable in one or more currencies, or 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 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 Republic 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 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, prepare a supplement to this Base Prospectus, 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 Law on Prospectuses for Securities, 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 Republic 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 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 such supplement to this Base Prospectus will also be available from the specified
office of the Fiscal Agent and Transfer Agent in Luxembourg. See "General Information--Documents on Display".
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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. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986
and the 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 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 INFORMATION
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955
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
CHAPTER 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 PERSON, 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.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any
offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the
subject of an offering contemplated in this Base Prospectus as completed by the Final Terms in relation to the offer of
those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by
the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by Final
3

Terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that
Relevant Member State, such offer is made in the period beginning and ending on the dates specified for such purpose
in such prospectus or Final Terms, as applicable, and the Issuer has consented in writing to its use for the purpose of
such offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised,
nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or
any Dealer to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing
measure in the Relevant Member State.
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.
Any individual intending to invest in any investment described in this Base Prospectus should consult his professional
adviser and ensure that he fully understands all the risks associated with making such an investment and that he has
sufficient financial resources to sustain any loss that may arise from such investment.
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 Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the
"Capital Market Authority").
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
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 No. 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 and has not been and will not be reviewed or approved by or registered
with the Qatar Financial Markets Authority or Qatar Central Bank. The Notes are not and will not be traded on the
Qatar Exchange.
4

PRESENTATION OF INFORMATION
Annual information presented in this Base Prospectus is based upon 1 July to 30 June periods (which is the fiscal year
for the Republic), unless otherwise indicated. Certain figures and percentages included in this Base Prospectus have
been subject to rounding adjustments. Accordingly, figures shown in the same category presented in different tables
may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which
precede them. It should be noted that certain historic data set out herein may be subject to minor amendment as a result
of more accurate and updated information becoming available.
Statistical information reported herein has been derived from official publications of, and information supplied by, a
number of agencies of the Republic, including the Central Agency for Public Mobilisation and Statistics ("CAPMAS"),
as well as the Central Bank of Egypt (the "CBE"). Some statistical information has also been derived from information
publicly made available by the International Monetary Fund (the "IMF"). Certain historical statistical information
contained herein is based on estimates that the Republic or its agencies believe to be based on reasonable assumptions.
See "Risk Factors--Risks Relating to Egypt--The statistics published by the Republic may differ from those produced
by other sources".
The Republic's official financial and economic statistics are subject to review as part of a regular confirmation process.
Accordingly, financial and economic information presented herein may differ from previously published figures and
may be subsequently adjusted or revised. Certain of the information and data contained in this Base Prospectus for all or
part of the fiscal years 2013/14 and 2014/15 are preliminary and subject to further adjustment or revision. While the
government of the Republic (the "Government") does not expect revisions to be material, no assurance can be given
that material changes will not be made. Unless specified otherwise, budget data for the fiscal year 2014/15 is included
as approved in July 2014 and is not a representation of actual financial performance. No assurance can be given that the
actual financial performance and condition will match the forecasts in the Republic's budget. Any results of financial
performance for the fiscal years 2013/14 and 2014/15 include periods starting from 1 July 2013 and 1 July 2014,
respectively, and ending on the last day of the calendar month of the respective period.
The language of the Base Prospectus is English. Certain legislative references and technical terms have been cited in
their original language in order that the correct technical meaning may be ascribed to them under applicable law.
Websites referred to in this Base Prospectus and the websites of the Government and the CBE and any information on
therein do not form part of this Base Prospectus.
Data Dissemination
The Republic is a subscriber to the IMF's Special Data Dissemination Standard (the "SDDS"), which is designed to
improve the timeliness and quality of information of subscribing member countries. The SDDS requires subscribing
member countries to provide schedules indicating, in advance, the date on which data will be released, the so-called
"Advance Release Calendar". For the Republic, precise dates or "no-later-than dates" for the release of data under the
SDDS are disseminated no later than three months in advance through the Advance Release Calendar, which is
published on the Internet under the IMF's Dissemination Standards Bulletin Board.
Summary methodologies of all metadata to enhance transparency of statistical compilation are also provided on the
Internet under the IMF's Dissemination Standard Bulletin Board.
The website is: http://dsbb.imf. org/Applications/web/sddscountrycategorylist/?strcode=EGY.
Certain Conventions
The following terms have the following meanings for the purposes of this Base Prospectus:

Gross domestic product, or "GDP", is a measure of the total value of final products and services produced
in a country in a specific year. Nominal GDP measures the total value of final production in current prices.
"Real GDP" measures the total value of final production in constant prices of a particular year, thus
allowing historical GDP comparisons that exclude the effect of inflation. In this Base Prospectus, Real
GDP figures are based on constant 2006/07 prices for each year from 2009/10 to 2011/12 and constant
July-December 2011/12 prices for 2012/13 to 2013/14 and June-March 2014/15.
5

The inflation rate provides an aggregate measure of the rate of change in the prices of goods and services in
the economy. The Republic measures the inflation rate by the percentage change between two periods in
the consumer price index (the "CPI"), unless otherwise specified. The CPI is based on a basket of goods
and services that reflects the pattern of consumption of Egyptian households. Starting in August 2009, the
Republic has calculated the CPI on the basis of a basket and weights derived from the 2008/09 income and
expenditure survey conducted by CAPMAS.
Currencies and Exchange Rates
All references in this Base Prospectus to:

"Egyptian Pounds" and "LE" are to the Egyptian Pound, being the legal currency for the time being of the
Republic;

"U.S. Dollars" and "U.S.$" are to United States Dollars, being the legal currency for the time being of the
United States of America; and

"Euros" and "" are to the currency introduced at the start of the third stage of the Treaty on the
Functioning of the EU, as amended.
For ease of presentation, the Issuer presents certain financial information as translated into U.S. Dollars. Unless
otherwise indicated, such translations have been performed using the weighted average exchange rate for the year to
which the translated amount relates. The CBE calculated this weighted average exchange rate for amounts prior to 1
January 2005 based on the official exchange rate and, since the introduction of the Egyptian interbank market for
foreign currency in December 2004, based on spot transactions in the interbank market. These translations, including
translations of Egyptian Pounds into U.S. Dollars, have been performed solely for your convenience and should not be
construed as a representation that the amounts in question have been, could have been or could be, converted into any
particular denomination at any particular rate or at all.
On 21 May 2015, the market exchange rate (buy rate) as published by the CBE was U.S.$1.00 = LE 7.608. See
"Monetary System--Foreign Exchange Rates".
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains forward-looking statements. These forward-looking statements can be identified by the
use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects",
"intends", "may", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable
terminology, or in relation to discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements are statements that are not historical facts, including statements about the Issuer's beliefs and
expectations. These statements are based on current plans, estimates and projections and, therefore, undue reliance
should not be placed on them. Forward-looking statements speak only as of the date they are made. Although the
Government believes that beliefs and expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such beliefs and expectations will prove to have been correct.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual
results to differ materially from those expressed in any forward-looking statement. The information contained in this
Base Prospectus identifies important factors that could cause such differences, including, but not limited to:

adverse external factors, such as the global financial crisis, changes in international commodity prices, high
international interest rates and recession, continuing or increased regional instability, international
terrorism, low economic growth in the Issuer's trading partners, changes in policies of international
institutions, credit downgrades or changes in foreign aid policies. Changes in international commodity
prices and high international interest rates could increase the Issuer's current account deficit and budgetary
expenditures. Recession, international terrorism or low economic growth in the Issuer's trading partners
could decrease exports, tourism receipts, induce a contraction of the Issuer's economy and, indirectly,
reduce tax revenues and other public sector revenues and adversely affect the Issuer's fiscal accounts.
Changes in the policies of international institutions, such as the IMF or the World Bank, or countries'
foreign aid policies could affect the Issuer's future access to funding;
6

adverse domestic factors, such as continuing or increased political and socio-economic unrest, a decline in
foreign direct investment, increases in domestic inflation, high domestic interest rates and exchange rate
volatility, which could lead to lower economic growth or a decrease in the Issuer's international reserves;
and

other adverse factors that may affect the Middle East and North Africa ("MENA") region.
ENFORCEMENT OF CIVIL LIABILITIES
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realise upon
judgments of courts in England and Wales, the United States or any other country against the Republic, including
actions under the civil liability provisions of the U.S. securities laws or any state or territory of the United States. In
addition, it may be difficult for Noteholders to enforce, in original actions brought in courts in jurisdictions located
outside the United States or the United Kingdom, liabilities predicated upon U.S. securities laws or upon English laws.
The Republic will irrevocably appoint its Ambassador to the Court of St. James, and each of his successors, as its
authorised agent in the United Kingdom on whom process may be served in any action arising out of, or based on, the
Notes. The Republic will irrevocably submit to, and accept the non-exclusive jurisdiction of, the courts of England and
Wales, with respect to any suit, action or proceeding arising out of or based on the Notes and will irrevocably and
unconditionally waive, to the fullest extent permitted by law, any objection which the Republic may have based on
improper venue or forum non conveniens to the conduct of any such suit, action or proceeding in any such court.
Enforcement of foreign court judgments in the Republic is subject to the following conditions:

the foreign courts rendering the relevant judgment must offer reciprocal treatment to judgments obtained in
the courts of the Republic; if such reciprocal treatment is not offered by the foreign court where the
judgment is obtained, the Republic's courts will re-examine the merits of the case;

the courts of the Republic are not exclusively competent to hear the dispute that is the subject of the foreign
judgment, and the foreign courts are shown to have been competent to hear the dispute in accordance with
their own respective laws;

the parties to the dispute were duly notified and properly represented in the proceedings;

the foreign judgment is final, non-appealable and conclusive in accordance with relevant law; and

the foreign judgment does not conflict with a prior Egyptian judgment or a court order on the same subject
matter and is not contrary to public order in the Republic.
There is no treaty between the Republic and the United Kingdom as to the enforcement of foreign court judgments
which would satisfy the first criterion above.
To the extent that the Republic may in any jurisdiction claim or acquire for itself or its assets immunity (sovereign or
otherwise) from suit, execution, attachment or other legal process (whether through service or notice or otherwise), the
Republic irrevocably agrees for the benefit of holders of Notes not to claim, and irrevocably waives such immunity, to
the fullest extent permitted by the laws of such jurisdiction.
The Republic's waiver of sovereign immunity shall constitute a limited and specific waiver for the purposes of the
Agency Agreement, the Deed of Covenant, the Dealer Agreement (each as defined herein) and the Notes and under no
circumstances shall such waiver be interpreted as a general waiver by the Republic or a waiver of immunity in respect
of: (i) property used by a diplomatic or consular mission of the Republic; (ii) property of a military character and under
the control of a military authority or defence agency of the Republic; or (iii) property located in the Republic and
dedicated to a public or governmental use (as distinct from property dedicated to a commercial use) by the Republic.
Without limiting the generality of (i), (ii) or (iii) in the preceding sentence, the holders of Notes shall have no recourse
to the assets of the CBE held for its own account.
7

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) in the relevant subscription agreement (the "Stabilising Manager") (or persons acting on behalf of
any Stabilising 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, there is no assurance that
the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the 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 Stabilising Manager(s) (or person(s) acting on behalf of a Stabilising Manager(s)) in accordance
with all applicable laws and rules.
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TABLE OF CONTENTS
IMPORTANT NOTICES..............................................................................................................................1
SUPPLEMENTS TO THIS BASE PROSPECTUS .......................................................................................2
NOTICE TO U.S. INVESTORS ...................................................................................................................3
NOTICE TO NEW HAMPSHIRE RESIDENTS...........................................................................................3
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA........................................................3
NOTICE TO UK RESIDENTS.....................................................................................................................4
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA........................................................4
NOTICE TO RESIDENTS OF THE KINGDOM OF BAHRAIN .................................................................4
NOTICE TO RESIDENTS OF THE STATE OF QATAR ............................................................................4
PRESENTATION OF INFORMATION.......................................................................................................5
FORWARD-LOOKING STATEMENTS .....................................................................................................6
ENFORCEMENT OF CIVIL LIABILITIES.................................................................................................7
STABILISATION ........................................................................................................................................8
OVERVIEW...............................................................................................................................................10
RISK FACTORS ........................................................................................................................................18
USE OF PROCEEDS .................................................................................................................................31
THE ARAB REPUBLIC OF EGYPT .........................................................................................................32
THE ECONOMY .......................................................................................................................................46
EXTERNAL SECTOR ...............................................................................................................................73
MONETARY SYSTEM .............................................................................................................................82
PUBLIC FINANCE....................................................................................................................................97
PUBLIC DEBT ........................................................................................................................................111
TERMS AND CONDITIONS OF THE NOTES .......................................................................................125
FORM OF FINAL TERMS ......................................................................................................................157
FORMS OF THE NOTES ........................................................................................................................165
TAXATION .............................................................................................................................................171
SUBSCRIPTION AND SALE ..................................................................................................................180
TRANSFER RESTRICTIONS .................................................................................................................186
CLEARING AND SETTLEMENT...........................................................................................................189
GENERAL INFORMATION ...................................................................................................................193
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