Obligation ?eské Dálnice AS 1.5% ( XS1991190361 ) en EUR

?eské Dálnice AS

100 % ▲

Republique tcheque

XS1991190361 ( en EUR )

1.5% par an ( paiement annuel )

23/05/2026 - Obligation échue

Prospectus brochure de l'obligation Ceske Drahy AS XS1991190361 en EUR 1.5%, échue

100 000 EUR

500 000 000 EUR

?eské dráhy, a.s. est la principale société ferroviaire de la République tchèque, assurant le transport de voyageurs et de marchandises.

L'Obligation émise par ?eské Dálnice AS ( Republique tcheque ) , en EUR, avec le code ISIN XS1991190361, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/05/2026

Ceské dráhy, a.s.
(incorporated as a joint stock company under the laws of the Czech Republic)
Legal Entity Identifier (LEI): 31570010000000034336
EUR 500,000,000 1.500 per cent. Notes due 2026
The issue price of the EUR 500,000,000 1.500 per cent. Notes due 2026 (the "Notes") of Ceské dráhy, a.s. (the "Issuer"
or "CD") is 98.619 per cent. of their principal amount.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 23 May 2026
(the "Maturity Date"). The Notes are subject to redemption in whole at their principal amount at the option of the Issuer
at any time in the event of certain changes affecting taxation in the Czech Republic. The Notes may also be redeemed at
the option of the Issuer, in whole or in part pursuant to Condition 5(c) (Redemption at the option the Issuer) at their Make
Whole Redemption Amount at any time until three months prior to their Maturity Date or at their principal amount on any
date from three months prior to their Maturity Date until their Maturity Date. In addition, the holder of a Note may, by the
exercise of the relevant option, require the Issuer to redeem such Note at its principal amount in the event of a Put Event
(as defined in and in accordance with Condition 7). See "Terms and Conditions of the Notes--Redemption and Purchase".
The Notes will bear interest from 23 May 2019 at the rate of 1.500 per cent. per annum payable annually in arrear on
23 May in each year commencing on 23 May 2020. Payments on the Notes will be made in EUR without deduction for or
on account of taxes imposed or levied by the Czech Republic to the extent described under "Terms and Conditions of the
Notes--Taxation".
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"),
which is the Luxembourg competent authority for the purpose of Article 13 of Directive 2003/71/EC, as amended
(the "Prospectus Directive") as a prospectus. Application has been made for the Notes to be admitted to listing on
the official list and trading on the Luxembourg Stock Exchange's regulated market. In line with Article 7(7) of
the Luxembourg Law on Prospectuses for Securities of 10 July 2005, by approving this Prospectus the CSSF assumes no
responsibility and gives no undertaking as to the economic or financial soundness of the transaction and the quality or
solvency of the Issuer.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or any U.S. state securities laws. The Notes are being offered outside the United States by the Joint
Bookrunners (as defined in "Subscription and Sale") in accordance with Regulation S under the Securities Act
("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act.
The Notes will be in registered form in the denomination of EUR 100,000. The Notes may be held and transferred, and
will be offered and sold, in the principal amount of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof.
The Notes will be represented by a global registered note certificate (the "Global Note Certificate") registered in the
name of Citigroup Global Markets Europe AG as nominee for, and deposited with, the common safekeeper for Euroclear
Bank SA/NV ("Euroclear") and Clearstream Banking SA ("Clearstream, Luxembourg"). Individual note certificates
("Individual Note Certificates") evidencing holdings of Notes will only be available in certain limited circumstances.
See "Summary of Provisions Relating to the Notes in Global Form".
An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under
the heading "Risk Factors" on page 10.
The Notes are expected to be rated Baa2 by Moody's Investors Service Ltd ("Moody's"). Moody's is established in the
EEA and registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation"). Moody's appears on the
latest update of the list of registered credit rating agencies (last updated 18 March 2019) on the ESMA website
http://www.esma.europa.eu.
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.
Joint Global Coordinators and Bookrunners
CITIGROUP
ERSTE GROUP BANK AG
Joint Bookrunner

ING

The date of this Prospectus is 21 May 2019

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus and declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this
Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely to
affect its import.
The Issuer has confirmed to the Joint Bookrunners named under "Subscription and Sale" below
(the "Joint Bookrunners") that this Prospectus contains all information regarding the Issuer and the
Notes which is (in the context of the issue of the Notes) material; such information is true and accurate in
all material respects and is not misleading in any material respect; any opinions, predictions or intentions
expressed in this Prospectus on the part of the Issuer are honestly held or made and are not misleading in
any material respect; this Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in such context) not misleading in any material respect;
and all proper enquiries have been made to ascertain and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the
Issuer. Any such representation or information should not be relied upon as having been authorised by the
Issuer or the Joint Bookrunners.
Neither the Joint Bookrunners nor any of their respective affiliates have authorised the whole or any part
of this Prospectus 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 Prospectus. Neither the delivery of
this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any
implication that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of the Issuer since the date of this Prospectus.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Joint Bookrunners to inform themselves about and to observe any such restrictions. For a description
of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Prospectus and
other offering material relating to the Notes, see "Subscription and Sale".
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or any U.S. state securities laws. The Notes are being offered outside
the United States by the Joint Bookrunners in accordance with Regulation S under the Securities Act
("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to
a Member State of the European Economic Area, references to "EUR" or "euro" are to the currency
introduced at the start of the third stage of European economic and monetary union, and as defined in
Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as
amended and references to "CZK" are to the Czech Koruna, the lawful currency of the Czech Republic.
References to "billions" are to thousands of millions.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for 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.
PROHIBITION OF 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 European Economic Area ("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
Directive 2014/65/EU (as amended, "MiFID II") or; (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), 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) No 1286/2014 (the "PRIIPs
- i -

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.
MIFID II product governance / Professional investors and ECPs only target market  Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers' 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 manufacturers' target
market assessment) and determining appropriate distribution channels.
In connection with the issue of the Notes, Citigroup Global Markets Limited (the "Stabilising
Manager") (or persons acting on behalf of the Stabilising Manager) may over allot Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However stabilisation may not occur. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the 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 Notes and 60 days after the date of the allotment of the Notes. Any stabilisation
action or over-allotment must be conducted by the Stabilising Manager(s) (or persons acting on
behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
This Prospectus contains various forward-looking statements that relate to, among others, events and
trends that are subject to risks and uncertainties that could cause the actual business activities, results and
financial position of the Issuer and its subsidiaries (the "Group") to differ materially from the
information presented herein. When used in this Prospectus, the words "estimate", "project", "intend",
"anticipate", "believe", "expect", "should" and similar expressions, as they relate to the Issuer and its
management, are intended to identify such forward-looking statements. Investors are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of this
Prospectus. The Issuer does not undertake any obligations publicly to release the result of any revisions to
these forward-looking statements to reflect the events or circumstances after the date of this Prospectus or
to reflect the occurrence of unanticipated events.
When relying on forward-looking statements, investors should carefully consider the foregoing risks and
uncertainties and other events, especially in light of the political, economic, social and legal environment
in which the Group operates. Factors that might affect such forward looking statements include, inter
alia, overall business and government regulatory conditions, changes in tariff and tax requirements
(including tax rate changes, new tax laws and revised tax law interpretations), interest rate fluctuations
and other capital market conditions, including foreign currency exchange rate fluctuations, economic and
political conditions in the Czech Republic and other markets, and the timing, impact and other
uncertainties of future actions. See "Risk Factors". The Issuer does not make any representation, warranty
or prediction that the factors anticipated by such forward-looking statements will be present, and such
forward-looking statements represent, in each case, only one of many possible scenarios and should not
be viewed as the most likely or standard scenario.
Information Sourced from Third Parties
Certain information contained in this Prospectus has been sourced from third parties including, without
limitation, information published or provided by the Ministry of Transportation of the Czech Republic
(the "Ministry of Transport"), the European Investment Bank (the "EIB"), Eurostat, the Union
Internationale des Chemins de Fer ("UIC"), Trans-European Transport Network (TEN-T), Czech
Railway Infrastructure Administration (Správa zeleznicní dopravní cesty, státní organizace) ("SZDC")
and the Czech Statistical Office (Ceský statistický úad) which, in each case, are independent sources.
Where information has been sourced from a third party, the source has been identified, the information
has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from information
published by that third party, no facts have been omitted which could render the reproduced information
inaccurate or misleading. While the Issuer believes that the information sourced from third parties, which
is reproduced in this Prospectus, is reliable, the Issuer has not independently verified such information
and cannot guarantee its accuracy or completeness.
- ii -

References and Links to Websites
Any websites included in the Prospectus are for information purposes only and do not form part of the
Prospectus.

- iii -

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The financial information of the Group set forth in this Prospectus has, unless otherwise indicated, been
derived from the Issuer's audited consolidated financial statements as of and for the years ended
31 December 2018 and 2017 incorporated by reference into this Prospectus (collectively the "Financial
Statements"). See "Information Incorporated by Reference".
The Financial Statements have been prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted in the European Union (the "EU") and have been audited. The Czech
Koruna is the presentation currency for the Financial Statements. The Financial Statements and financial
information included elsewhere in this Prospectus have, unless otherwise noted, been presented in Czech
Korunas.
Non-IFRS Information
Included in this Prospectus are certain measures which are not measures defined by IFRS, namely EBIT,
EBITDA, EBITDA Margin, Leverage, Current Liquidity, Capital Expenditures, Return on Capital
Employed, Total Debt, Total Debt/EBITDA, Total Net Debt, Total Net Debt/EBITDA, and which meet
the definition of alternative performance measures (each an "APM") as described in the ESMA
Guidelines on Alternative Performance Measures (the "ESMA Guidelines") published by the European
Securities and Markets Authority on 5 October 2015. The ESMA Guidelines provide that an APM is
understood as a financial measure of historical or future financial performance, financial position, or cash
flows, other than a financial measure defined or specified in the applicable financial reporting framework.
The ESMA Guidelines also note that they do not apply to APMs disclosed in accordance with applicable
legislation, other than the applicable financial reporting framework, that sets out specific requirements
governing the determination of such measures.
For the Group, measures that might be considered to be APMs in this Prospectus (and that are not defined
or specified by IFRS or any other legislation applicable to the Group) include the following (such terms
being used in this Prospectus as defined below):
"EBIT" is defined as profit on operating activities before tax.
"EBITDA" is defined as profit on operating activities before tax plus depreciation and amortization.
The following table provides a reconciliation of the Group's EBIT and EBITDA to profit for the period
for the years ended 31 December 2018 and 2017:
Passenger
Freight
Asset
Elimination
Transport
Transport
Management
Other
and
Key Metrics
Business
Business
Business
Business
reconciliation
Total
2018
(in CZK millions)
Profit for the period ................................
(230) ................................
663
................................
262
.
798
(308)
1,185
Income tax expense ................................
-
................................
215
................................
-

67
5
287
Interest income ................................
(39)................................

-
................................
(17)
.......
(2)
29
(29)
Interest expense ................................
919 ................................
135
................................
-
......
27
(30)
1,051
Other financial
income and expense ................................
112
................................
6
...............................
-

2
11
131
EBIT ................................................................
762
................................
1,019
............................
245

892
(293)
2,625
Depreciation and
amortisation ................................
4 ................................
,635
1,2 ................................
35
85 ............. 366
(98)
6,223
EBITDA ................................................................
5,397
................................
2,254
......................
330
1,258
(391)
8,848
2017
(in CZK millions)
Profit for the period ................................
(27)
................................
743
................................
98
.
551
(381)
984
Income tax expense ................................
-
................................
203
................................
-

85
(9)
279
Interest income ................................
(14)................................

-
................................
(17)
.......
-
9
(22)
Interest expense ................................
1,023................................

148
................................
-
......
8
(11)
1,168
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Other financial
income and expense ................................
(675)
................................
1
...............................
(11)

20
(40)
(705)
EBIT ................................................................
307
................................
1,095
............................
70

664
(432)
1,704
Depreciation and
amortisation ................................
4 ................................
,674
1,1 ................................
90
92 ............. 303
(91)
6,168
EBITDA ................................................................
4,981
................................
2,285
......................
162

967
(523)
7,872

"EBITDA Margin" is defined as EBITDA divided by revenue.
"Leverage" is defined as total non-current liabilities and total current liabilities divided by total assets.
"Current Liquidity" is defined as total current assets divided by total current liabilities.
"Capital Expenditures" is defined as payments for property, plant and equipment, payments for
investment property, payments for intangible assets and acquisition of subsidiaries and joint ventures.
"Return on Capital Employed" is defined as EBIT divided by total assets minus total current liabilities.
"Total Debt" is defined as current loans and borrowings and non-current loans and borrowings.
"Total Debt/EBITDA" is defined as Total Debt divided by EBITDA.
"Total Net Debt" is defined as current loans and borrowings and non-current loans and borrowings less
cash and cash equivalents.
"Total Net Debt/EBITDA" is defined as Total Net Debt divided by EBITDA.
The Group has presented these APMs (1) as they are used by its management to monitor its financial
position for outstanding debt and available operating liquidity and (2) to represent similar measures that
are widely used by certain investors, securities analysts and other interested parties as supplemental
measures of financial position, financial performance and liquidity. The Group believes these measures
enhance the investor's understanding of the Group's performance and indebtedness and current ability of
the Group to fund its ongoing operations.
However, the APMs mentioned in this Prospectus are used by different companies for differing purposes
and are often calculated in ways that reflect the circumstances of those companies. Investors should
exercise caution in comparing EBIT, EBITDA, EBITDA Margin, Leverage, Current Liquidity, Capital
Expenditures, Return on Capital Employed, Total Debt, Total Debt/EBITDA, Total Net Debt, Total Net
Debt/EBITDA, and the other APMs mentioned in this Prospectus to similar measures used by other
companies.
Further, none of these APMs is a measurement of performance under IFRS, and investors should not
consider EBIT, EBITDA, EBITDA Margin, Leverage, Current Liquidity, Capital Expenditures Return on
Capital Employed, Total Debt, Total Debt/EBITDA, Total Net Debt, Total Net Debt/EBITDA, or the
other APMs mentioned in this Prospectus as an alternative to Profit (loss) for the period, Profit on
operating activities before tax, Net cash flows from operating activities, investment activities or financing
activities or other measures determined in accordance with IFRS. These APMs have limitations as
analytical tools, and investors should not consider them in isolation. Some of these limitations include:

that they do not reflect cash expenditures or future requirements for capital expenditures or
contractual commitments;

that they do not reflect changes in, or cash requirements for, working capital needs;

that they do not reflect the interest expense, or the cash requirements necessary, to service interest
or principal payments on debt;

that although depreciation and amortisation are non-monetary charges, the assets being depreciated
and amortised will often need to be replaced in the future and EBIT and EBITDA do not reflect
any cash requirements that would be required for such replacements;
- v -

that some of the items eliminated in calculating EBIT and EBITDA reflect cash payments that
were made, or will be made in the future; and

the fact that other companies in the same industry may calculate EBIT and EBITDA and the other
APMs mentioned in this Prospectus differently than those mentioned in this Prospectus, which
limits their usefulness as comparative measures.
Changes in Accounting Policies
Since 1 January 2018, the Group applies the rules of the accounting standards IFRS 9 "Financial
instruments" and IFRS 15 "Revenue from contract with customers", which has caused changes in the
adopted accounting policies and the presentation of the Group's financial statements. As a result,
prospective investors should note that the financial data presented in this Prospectus for the years ended
31 December 2018 and 2017 may not be fully comparable.
In addition, since 1 January 2019, the IFRS 16 "Leases" will apply to the Group's financial reporting.
IFRS 16, applicable to accounting periods beginning on 1 January 2019 or after that date, eliminates the
classification of leases as either operating leases or finance leases, as required by IAS 17, and, instead,
introduces a single lease accounting model. As of the date of this Prospectus, the Group expects a need of
recognition of significant number of lease agreements in the balance sheet. The Group assessed the
impact of the new standard and the analysis shows that after the implementation of the modified
retrospective method of IFRS 16, the Issuer's assets should increase by CZK 3,756 million and liabilities
should increase by CZK 4,260 million, of which current liabilities represent CZK 886 million. The impact
to retained earnings is estimated to be a decrease of CZK 504 million.
For details see Note 3 to the 2018 Financial Statements.
Change in Presentation of the Segment Information
In 2018, the Group's management introduced certain changes in the presentation of the segmental
information. In the 2017 Financial Statements, the Group disclosed its overhead costs in separate lines.
In the 2018 Financial Statements, these costs are included in the costs and revenues to which they relate.
The relevant figures for the year ended 31 December 2017 were therefore adjusted accordingly to reflect
such changes.
For the purposes of this Prospectus, financial information relating to operating segments was provided on
a revised presentation basis.
For details see Note 5 to the 2018 Financial Statements.
Use of Certain Terms
The terms EBITDA, financial indebtedness, total net debt, and leverage of the Group included in this
Prospectus do not represent the terms of the same or similar names as may be defined by any
documentation for any financial liabilities of the Group.
Exchange Rate Information
Where the text of this Prospectus mentions EUR equivalents next to the original CZK amounts,
the amounts have been converted using the exchange rate as of 31 December 2018 at CZK 25.725 = EUR
1.00.
Foreign Language Terms
This Prospectus is drawn up in English. Certain legislative references and technical terms in the English
version have been cited in their original Czech language such that the correct technical meaning may be
ascribed to them under applicable law.

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CONTENTS

Page
IMPORTANT NOTICES .............................................................................................................................. i
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ...................................................... iv
OVERVIEW ................................................................................................................................................. 8
RISK FACTORS ........................................................................................................................................ 10
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 28
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 29
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ............................ 45
USE OF PROCEEDS ................................................................................................................................. 49
SELECTED HISTORICAL FINANCIAL AND OPERATING INFORMATION ................................... 50
DESCRIPTION OF THE ISSUER ............................................................................................................. 53
MANAGEMENT ....................................................................................................................................... 89
INDUSTRY OVERVIEW .......................................................................................................................... 96
THE REGULATORY FRAMEWORK ................................................................................................... 106
TAXATION ............................................................................................................................................. 111
SUBSCRIPTION AND SALE ................................................................................................................. 116
GENERAL INFORMATION................................................................................................................... 118
GLOSSARY/INDEX OF DEFINED TERMS ......................................................................................... 120

OVERVIEW
This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes should be
based on a consideration of the Prospectus as a whole, including the documents incorporated by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Prospectus
have the same meanings in this overview.
Issuer:
Ceské dráhy, a.s., incorporated in the Czech Republic

Legal Entity Identifier ("LEI") 31570010000000034336

of the Issuer:
Joint Global Coordinators and Citigroup Global Markets Limited and Erste Group Bank AG

Bookrunners:
Joint Bookrunner:
ING Bank N.V., London Branch

The Notes:
EUR 500,000,000 1.500 per cent. Notes due 2026

Issue Price:
98.619 per cent. of the principal amount of the Notes

Issue Date:
Expected to be on or about 23 May 2019

Maturity Date:
23 May 2026

Use of Proceeds:
The net proceeds of the issue of the Notes will be used by the
Issuer to repay certain financial indebtedness of the Group, to
finance capital expenditures and for general corporate purposes.
See "Use of Proceeds".
Interest:
The Notes will bear interest from 23 May 2019 at a rate of 1.500
per cent. per annum payable annually in arrear on 23 May in
each year commencing 23 May 2020.
Status:
The Notes are senior, unsubordinated, unconditional and
unsecured obligations of the Issuer.
Form and Denomination:
The Notes will be issued in registered form in the denomination
of EUR 100,000 and integral multiples of EUR 1,000 in excess
thereof.

The Global Note Certificate is to be held under the New
Safekeeping Structure.
Optional Redemption:
Upon the occurrence of a Put Event (as defined below) Notes
will be redeemable at the option of the Noteholders on a date or
dates specified prior to their stated maturity, as further described
in Condition 7 (Redemption and Purchase). The Notes will also
be redeemable at the option of the Issuer either at a Make-Whole
Amount or at their principal amount, as further described in
Condition 7(c) (Redemption at the Option of the Issuer)
Tax Redemption:
The Notes may be redeemed at the option of the Issuer in whole,
but not in part, for taxation reasons, in accordance with
Condition 7 (Redemption and Purchase).
Negative Pledge:
The terms of the Notes contain a negative pledge provision as
further described in Condition 4 (Negative Pledge).
- 8 -

Cross-Acceleration:
The terms of the Notes contain a cross acceleration provision as
further described in Condition 10(c) (Cross-acceleration of
Issuer or Subsidiary).
Rating:
The Notes are expected upon issue to be rated Baa2 by Moody's.
Withholding Tax:
All payments of principal and interest in respect of the Notes by
or on behalf of the Issuer will be made free and clear of
withholding taxes of the Czech Republic unless the withholding
of such taxes is required by law. In that event the Issuer will
gross-up the payment, subject to certain exceptions, all as
described in Condition 9 (Taxation).
Governing Law:
The Notes, the Fiscal Agency Agreement, the Deed of Covenant,
and the Subscription Agreement will be governed by English
law.
Listing and Trading:
Application has been made for the Notes to be admitted to
listing on the official list and trading on the Luxembourg Stock
Exchange's regulated market.
Clearing Systems:
Euroclear and Clearstream, Luxembourg

Selling Restrictions:
See "Subscription and Sale".

Risk Factors:
Investing in the Notes involves risks. See "Risk Factors".

Financial Information:
See "Presentation of Financial and Other Information",
"Selected Historical Financial and Operating Information" and
"Information Incorporated by Reference".

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