Obligation Romania 2.875% ( XS1420357318 ) en EUR

Romania

94 % ▲

Roumanie

XS1420357318 ( en EUR )

2.875% par an ( paiement annuel )

25/05/2028

Prospectus brochure de l'obligation Romania XS1420357318 en EUR 2.875%, échéance 25/05/2028

1 000 EUR

2 000 000 000 EUR

26/05/2024 ( Dans 7 jours )

L'Obligation émise par Romania ( Roumanie ) , en EUR, avec le code ISIN XS1420357318, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/05/2028

INFORMATION MEMORANDUM

ROMANIA

ACTING THROUGH THE MINISTRY OF PUBLIC FINANCE

EUR 20,000,000,000
Global Medium Term Note Programme

Under this EUR 20,000,000,000 global medium term note programme ("Programme") described in this
information memorandum ("Information Memorandum"), Romania acting through the Ministry of Public Finance
("Romania" or "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to
time issue notes ("Notes") on the terms set out herein, as supplemented by a Final Terms or Drawdown
Information Memorandum (each as defined herein). The aggregate principal amount of Notes outstanding will not at
the time of issuance exceed EUR 20,000,000,000 (or the equivalent in other currencies).
This Information Memorandum does not comprise a prospectus for the purpose of the Prospectus Directive (as defined
herein). Accordingly, this document has not been and will not be submitted for approval to any competent authority
within the meaning of the Prospectus Directive and in particular the Luxembourg Commission de Surveillance du
Secteur Financier ("CSSF"), in its capacity as competent authority for the purposes of the Prospectus Directive.
Applications may be made for Notes to be admitted to listing on the official list and to trading on the regulated
market of t he Luxembourg Stock Exchange. 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. The relevant Final Terms in respect of any issue
of any Notes will specify whether or not such Notes will be admitted to listing and/or trading on any other market
and/or stock exchange.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the
abilities of the Issuer to fulfill its obligations under the Notes are discussed under "Risk Factors" below.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended ("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

ERSTE GROUP BANK AG

SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT
BANKING

Dealers

BANCA IMI
BARCLAYS
BNP PARIBAS
CITIGROUP
COMMERZBANK
DAIWA CAPITAL MARKETS
EUROPE
DEUTSCHE BANK
ERSTE GROUP BANK AG
GOLDMAN SACHS INTERNATIONAL
HSBC
ING
J.P. MORGAN
NATIXIS
NOMURA
RAIFFEISEN BANK INTERNATIONAL AG
SOCIÉTÉ GÉNÉRALE
UNICREDIT BANK
CORPORATE & INVESTMENT BANKING
18 MAY 2016

TABLE OF CONTENTS

Page

RISK FACTORS ................................................................................................................................. 14
INFORMATION INCORPORATED BY REFERENCE ................................................................ 30
FINAL TERMS AND DRAWDOWN INFORMATION MEMORANDUM ................................. 31
FORMS OF THE NOTES .................................................................................................................. 32
TERMS AND CONDITIONS OF THE NOTES .............................................................................. 38
FORM OF FINAL TERMS ................................................................................................................ 69
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .. 82
DESCRIPTION OF ROMANIA ........................................................................................................ 85
MONETARY AND FINANCIAL SYSTEM ................................................................................... 146
USE OF PROCEEDS ...................................................................................................................... 211
TAXATION ........................................................................................................................................ 212
SUBSCRIPTION AND SALE .......................................................................................................... 223
TRANSFER RESTRICTIONS ........................................................................................................ 226
CLEARING AND SETTLEMENT ................................................................................................. 228
GENERAL INFORMATION ........................................................................................................... 231

IMPORTANT NOTICES
This Information Memorandum contains information provided by the Issuer in connection with the Programme and
the Notes to be issued under the Programme. The Issuer accepts sole responsibility for the information contained in
this Information Memorandum and declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Information Memorandum is, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its import.
This Information Memorandum does not constitute a prospectus pursuant to Part II of the Luxembourg law on
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005 ("Luxembourg
Prospectus Law") nor a simplified prospectus pursuant to Chapter 2 of Part III of the Luxembourg Prospectus Law.
Accordingly, this Information Memorandum does not purport to meet the format and the disclosure requirements
of the Prospectus Directive and Commission Regulation (EC) No 809/2004 (as amended) implementing the
Prospectus Directive and it has not been and will not be, submitted for approval to any competent authority within the
meaning of the Prospectus Directive and in particular the CSSF, in its capacity as competent authority under the
Luxembourg Prospectus Law.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of
the Notes" ("Conditions") as amended and/or supplemented by a document specific to such Tranche called final terms
("Final Terms") or in a separate information memorandum specific to such Tranche ("Drawdown Information
Memorandum") as described under "Final Terms and Drawdown Information Memorandum". In the case of a
Tranche of Notes which is the subject of a Drawdown Information Memorandum, each reference in this Information
Memorandum to information being specified or identified in the relevant Final Terms shall be read and construed as a
reference to such `information being specified or identified in the relevant Drawdown Information Memorandum
unless the context requires otherwise. This Information Memorandum must be read and construed together with
any amendments or 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.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" that this Information Memorandum
contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes) material;
that such information is true and accurate in all material respects and is not misleading in any material respect; that
any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any
material respect; that this Information Memorandum does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the
Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not consistent
with this Information Memorandum 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 or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Information
Memorandum and none of them makes any representation or warranty or accepts any responsibility as to the accuracy
or completeness of the information contained in this Information Memorandum. Neither the delivery of this
Information Memorandum 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 Information Memorandum is true
subsequent to the date hereof or the date upon which this Information Memorandum 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 prospects or financial or trading position of the Issuer since the date thereof or, if later, the date
upon which this Information Memorandum 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 Information Memorandum 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 Information Memorandum 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 Information Memorandum or any Final Terms and other offering material relating to the Notes, see "Subscription
and Sale" and "Transfer Restrictions".

2

In particular, the Notes have not been, and will not be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States, and 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) except from, or in a transaction 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 to non - U.S.
persons in reliance on Regulation S and (B) in registered form within the United States to QIBs in reliance on
Rule 144A. Prospective purchasers 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, see "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 ("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.
Neither this Information Memorandum 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 Dealers or any of them that
any recipient of this Information Memorandum or any Final Terms should subscribe for or purchase any Notes.
Each recipient of this Information Memorandum or any Final Terms shall be taken to have made its own investigation
and appraisal of the condition (financial or otherwise) of the Issuer. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness of the Issuer, including consultation with its such tax, legal and financial advisors as it deems
necessary.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed EUR 20,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated into
euro 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 as defined under "Subscription and Sale".
In this Information Memorandum, unless otherwise specified, references to the "Government" are to the
government of the Republic of Romania, references to the "EEA" are to the European Economic Area, references to a
"Member State" are references to a Member State of the EEA, references to "$", "U.S.$", "U.S. dollars" or
"dollars" are to United States dollars, references to "RON" and "Leu" are to Romanian New Leu, references to
"EUR" or "euro" are to the single currency introduced at the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, references to the
"Prospectus Directive" mean Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the relevant Member State), and includes any relevant implementing measure
in the relevant Member State, references to the "2010 PD Amending Directive" mean Directive 2010/73/EU,
references to "TWh" are to terawatt hours and references to "KWh" are to kilowatt hours.
As of the date of this Information Memorandum, the Programme has been rated "Baa3" by Moody's Investors Service,
Inc. ("Moody's"), "BBB-" for unsecured Notes with a maturity of one year or more and "A-3" for unsecured Notes
with a maturity of less than one year by Standard & Poor's Credit Market Services France SAS ("S&P") and "BBB-"
by Fitch Ratings Limited ("Fitch"). S&P and Fitch are both established in the EEA and are registered under
Regulation (EU) No 1060/2009, as amended ("CRA Regulation"). Moody's is not established in the EEA and as of
the date of this Information Memorandum is not certified under the CRA Regulation, nor is the rating it has given to
the Programme endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation. 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.
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated, such rating
will not necessarily be the same as the rating(s) described above, which are assigned to the Programme and not to the

3

Notes issued under the Programme, or the rating(s) assigned to the Programme or to Notes already issued. There is no
assurance that the Notes under the Programme will be assigned a rating, or that the rating assigned to a specific issue
under the Programme will be the same as the rating assigned to the Programme. Where a Tranche of Notes is rated, the
applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in
relation to a relevant Tranche of Notes will be (1) issued by a credit rating agency established in the EEA and
registered under the CRA Regulation, or (2) issued by a credit rating agency which is not established in the EEA but
will be endorsed by a credit ratings agency (a "CRA") which is established in the EEA and registered under the CRA
Regulation or (3) issued by a credit rating agency which is not established in the EEA but which is certified under the
CRA Regulation will be disclosed in the Final Terms. In general, European regulated investors are restricted from
using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA and
registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency not established in the
EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or
(2) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA
Regulation.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms 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 overallotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting
on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

4

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Romania is a foreign sovereign nation, and a substantial portion of the assets of Romania are located outside the
United States. As a result, it may not be possible for investors to effect service of process within the United States
upon Romania, or to enforce in the United States, court judgments obtained in courts located in the United States,
against Romania. In addition, it may be difficult for investors to enforce, in original actions brought in courts in
jurisdictions located outside the United States, liabilities predicated upon US securities laws.
Furthermore, the United States and Romania currently do not have bilateral or other treaties between them providing
for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial
matters. A final and conclusive judgment for the payment of money rendered by any federal or state court in the
United States based on civil liability, whether or not predicated solely upon US federal securities laws, would not
automatically be recognised or enforceable in Romania.
The procedure for the recognition and enforcement in Romania of a judgment rendered by a court in a jurisdiction
outside Romania in commercial and civil matters depends on whether that jurisdiction is from (i) a state which is a
member of the European Union ("EU") or a party to the 2007 Lugano Convention on jurisdiction and the
recognition and enforcement of judgments in civil and commercial matters ("Lugano Convention") or (ii) a non-EU
Member State which is not a party to the Lugano Convention.
A judgment of a court of law of a non-EU Member State which is not a party to the Lugano Convention made in
personam for a certain sum, which is not impeachable as void or voidable under the internal laws of the foreign
jurisdiction ("Non-European Judgment") would be recognised in Romania provided that: (a) the Non-European
Judgment is final ("hotarare definitiva") according to the law of the state where it was made; (b) the court rendering
such Non-European Judgment had, according to lex fori, jurisdiction to try the relevant litigation, but without relying
exclusively on the presence in that jurisdiction of the defendant or of some of its assets which are not directly
connected with that litigation; (c) there exists reciprocity regarding the effects of foreign judgments between Romania
and the foreign jurisdiction which rendered the Non-European Judgment whose recognition is sought; (d) when given
in default of appearance, the party who lost the trial was served in due course with the summoning for appearance for
the hearing where the court tried the merits of the case and with the document which instituted the proceedings, was
given the possibility to defe nd itself and was given the possibility to challenge the Non-European Judgment; (e)
such Non-European Judgment was not obtained by fraud or in a manner manifestly inconsistent with or contrary to
Romanian public order; (f) where the Non-European Judgment is rendered in an area of law where persons cannot
dispose freely of their rights, the Non-European Judgment was not obtained exclusively for the purpose of
withholding the matter from the incidence of the law that would otherwise be applicable pursuant to Romanian conflict
of law rules; (g) no substantially similar action or proceeding involving the same parties resulted in a judgment (even if
not final) of the Romanian courts or is pending before Romanian courts as at the date the action or proceeding
commenced before the foreign jurisdiction which rendered the Non-European Judgment; (h) the Non-European
Judgment is not irreconcilable with a prior foreign judgment which may be recognised in Romania; (i) Romanian
courts did not have exclusive jurisdiction to try the subject matter of the Non-European Judgment pursuant to
Romanian civil procedure laws; (j) the right of defence was not breached; (k) the Non-European Judgment may not be
challenged in any other manner in the state where it was rendered; and (l) the application for recognition before
Romanian courts is duly made according to the Romanian procedural rules and encloses all the documentation
thereby required. Additionally, the recognition of the Non-European Judgment may not be refused solely for the
reason that the foreign court rendering the Non- European Judgment applied another law than the law that would have
been applicable according to Romanian conflict of law rules, except where the trial concerns the civil status and the
capacity of a Romania n citizen and the solution adopted by the court differs from the solution that would have been
reached according to the Romanian law.
A Non-European Judgment can be enforced in Romania based on a final decision of a Romanian competent court
approving the enforcement, only if: (i) the requirements mentioned above for the recognition in Romania of Non-
European Judgments are met; (ii) the Non-European Judgment is enforceable according to the law of the jurisdiction
where it was made; (iii) where the Non-European Judgment establishes an obligation arising from a foreign fiscal law,
there exists reciprocity regarding the effects of foreign judgments in the relevant fiscal matter between Romania and
the foreign jurisdiction which rendered the Non-European Judgment whose recognition and enforcement is sought; (iv)
the enforcement of such Non-European Judgment does not constitute, directly or indirectly, the enforcement of foreign
penal laws; (v) the right to require enforcement has not expired/did not prescribe according to the statute of limitation
provisions ("prescriptia dreptului de a cere executarea silita") of the Romanian law (the general limitation period
under Romanian law is of three years as of the moment the judgment is final and enforceable); and (vi) the application

5

for enforcement before Romanian courts is duly made according to the Romanian procedural rules and encloses all the
documentation thereby required.
A Non-European Judgment would be recognised and enforced in Romania in accordance with the foregoing
paragraphs unless otherwise set forth by the international treaties to which Romania is a party.
A court judgment rendered in an EU Member State or a state which is a party to the Lugano Convention, other
than Romania (a "European Judgment") would be recognised in Romania only if: (a) such recognition is not
manifestly contrary to public order in Romania; (b) where it was given in default of appearance, if (i) the defendant
was served with the document which instituted the proceedings or with an equivalent document in sufficient time and in
such a way as to enable him to arrange for his defence and failing that, if (ii) the defendant failed to commence
proceedings to challenge the judgment when it was possible for him to do so; (c) it is not irreconcilable with a
judgment given in a dispute between the same parties in Romania; (d) it is not irreconcilable with an earlier
judgment given in a EU Member State or a state which is a party to the Lugano Convention (other than Romania)
or in a third state involving the same cause of action and between the same parties, provided that the earlier
judgment fulfils the conditions necessary for its recognition in Romania; and (e) the European Judgment does not
conflict with the provisions of Council Regulation (EC) No 44/2001 on jurisdiction and the recognition and
enforcement of judgments in civil and commercial matters or the Lugano Convention, dealing with jurisdiction in
matters relating to insurance, jurisdiction over customer contracts and exclusive jurisdiction or the provisions of the
Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction
and the recognition and enforcement of judgments in civil and commercial matters dealing with jurisdiction in
matters relating to insurance, jurisdiction over customer contracts, individual contracts of employment and exclusive
jurisdiction, as applicable.
A European Judgment can be enforced in Romania based on a final decision of a Romanian competent court
approving the enforcement, only if: (i) it is enforceable in the state where the European Judgment was made; (ii) the
Romanian competent court is provided with a copy of the European Judgment which satisfies the conditions
necessary to establish its authenticity; (iii) the Romanian competent court is provided with an original certificate
issued by the relevant state's court or other competent authority substantially in the form set out in Annex V of the
Council Regulation (EC) No 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and
commercial matters or the Lugano Convention or the form set out in Annex I of the Regulation (EU) No 1215/2012
of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and
enforcement of judgments in civil and commercial matters, as applicable, and none of the conditions above preventing
the recognition of a European Judgment is applicable; (iv) where the European Judgment orders a periodic payment
by way of penalty, (including but not limited to, default interest), the amount of the payment has been finally
determined by the court of the state of origin; and (v) the right to enforce the final judgment is not restricted by any
limitation period. The general limitation period under Romanian law is of three years as of the moment the judgment
is final and enforceable.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Information Memorandum, as well as written and oral statements that
Romania and its representatives make from time to time in reports, filings, news releases, conferences,
teleconferences, web postings or otherwise, are or may be deemed to be forward-looking statements. Statements that
are not historical facts, including, without limitation, statements about Romania's beliefs and expectations, are forward-
looking statements. These statements are based on current plans, objectives, assumptions, estimates and projections.
When used in this Information Memorandum, the words "anticipates", "estimates", "expects", "believes", "intends",
"plans", "aims", "seeks", "may", "will", "should" and any similar expressions generally identify forward-looking
statements. Therefore, undue reliance should not be placed on them. Forward-looking statements speak only as of the
date on which they are made and Romania undertakes no obligation to update publicly any of them in light of new
information or future events. Forward-looking statements involve inherent risks and uncertainties. Romania cautions
that a number of important factors could cause actual results to differ materially from those contained in any forwar d-
looking statement. Forward-looking statements include, but are not limited to: (i) plans with respect to the
implementation of economic policy, including privatisations, and the pace of economic and legal reforms; (ii)
expectations about the behaviour of the economy if certain economic policies are implemented; (iii) the outlook for
gross domestic product, inflation, exchange rates, interest rates, foreign investment, trade and fiscal accounts; and
(iv) estimates of external debt repayment and debt service.

6

In addition to the factors described in this Information Memorandum, including those discussed under "Risk Factors",
the following factors, among others, could cause future results to differ materially from those expressed in any
forward-looking statements made herein:

adverse external factors, such as global or regional economic slowdowns that may affect Romania, higher
international interest rates, reduced demand for Romania's exports or increases in oil and gas prices, which
could each adversely affect Romania's economy and in particular could negatively affect the current account,
balance of payments and international reserves and cause or contribute to recession or low growth in Romania;

adverse domestic factors, such as recession, declines in foreign direct investment ("FDI") and portfolio
investment, high domestic inflation, high domestic interest rates, exchange rate volatility, strong variations in
yearly agricultural output, a reduction in gas supplies, difficulties in borrowing in the domestic and foreign
markets, trade and political disputes between Romania and its trading partners, political uncertainty or lack of
political consensus, which could each lead to lower growth in Romania and lower international currency
reserves;

decisions of Romania's official creditors regarding the provision of new debt or rescheduling of the existing
debt and decisions of international organisations, such as the International Monetary Fund ("IMF") or the EU,
regarding the terms of their financial assistance to Romania, and accordingly the net cash flow to or from
Romania over the life of the Notes;

decisions of international financial institutions such as the IMF, the European Bank for Reconstruction and
Development ("EBRD") and the European Investment Bank ("EIB") regarding the funding of new or
existing projects over the life of the Notes; and

political and economic factors in Romania and abroad, which affect the timing and structure of
economic reforms in Romania, the climate for FDI, the rate of absorption of the EU funds and the pace,
scale and timing of privatisations in Romania.
INFORMATION SOURCES
The statistical information in this Information Memorandum has been derived from a number of different identified
sources. All statistical information provided in this Information Memorandum may differ from that produced by other
sources for a variety of reasons, including the use of different definitions, methodologies of calculation and cut-off
times.The source for most of the financial and demographic statistics for Romania included in this Information
Memorandum is data prepared by, and is stated on the authority of, the National Institute of Statistics, a Romanian
government agency. The National Institute of Statistics harmonises, to the extent possible, its programmes and
methodologies with the statistics of the EU. Certain other financial and statistical information contained herein has been
derived from official Romanian government bodies including the Ministry of Finance and from the National Bank of
Romania, and is stated on the authority of such bodies.

7

OVERVIEW
This following is a brief overview only and must be read, in relation to any Series of Notes, in conjunction with the
relevant Final Terms and, to the extent applicable, the Terms and Conditions of the Notes set out herein. The
following overview does not purport to be complete and is qualified in its entirety by the remainder of this
Information Memorandum. Words and expressions defined in "Terms and Conditions of the Notes" or elsewhere in this
Information Memorandum have the same meanings in this summary.
Issuer:
Romania, acting through the Ministry of Public Finance.
Risk Factors:
Investing in Notes issued under the Programme involves certain risks.
The principal risk factors that may affect the abilities of the Issuer to
fulfill its obligations under the Notes are discussed under "Risk
Factors" below.
Arrangers:
Erste Group Bank AG and Société Générale.
Dealers:
Banca IMI S.p.A., Barclays Bank PLC, BNP Paribas, Citigroup
Global Markets Limited, Commerzbank Aktiengesellschaft, Daiwa
Capital Markets Europe Limited, Deutsche Bank AG, London
Branch, Erste Group Bank AG, Goldman Sachs International, HSBC
Bank plc, ING Bank N.V., J.P. Morgan Securities plc, Natixis,
Nomura International plc, Raiffeisen Bank International AG, Société
Générale, UniCredit Bank AG and any other Dealer appointed from
time to time by the Issuer generally in respect of the Programme or in
relation to a particular Tranche of Notes.
Fiscal Agent:
Société Générale Bank & Trust.
Registrar, Paying Agent and Transfer Citibank, N.A., London Branch.
Agent:
Luxembourg Listing Agent:
Société Générale Bank & Trust.
Final Terms or Drawdown Information Notes issued under the Programme may be issued either (1) pursuant
Memorandum:
to this Information Memorandum and associated Final Terms or (2)
pursuant to a Drawdown Information Memorandum. The terms and
conditions applicable to any particular Tranche of Notes will be the
Terms and Conditions of the Notes as supplemented, amended and/or
replaced to the extent described in the relevant Final Terms or, as the
case may be the relevant Drawdown Information Memorandum.
Listing and Trading:
Applications may be made for Notes to be admitted from the date
hereof to listing on the official list and to trading on the regulated
market of the Luxembourg Stock Exchange. 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.
Clearing Systems:
DTC, Euroclear and/or Clearstream, Luxembourg and/or, in relation
to any Tranche of Notes, any other clearing system as may be
specified in the relevant Final Terms.
Initial Programme Amount:
Up to EUR 20,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.

8