Bond Romannia 4.375% ( US77586TAC09 ) in USD

Romannia

100 % ▲

Romania

US77586TAC09 ( in USD )

4.375% per year ( payment 2 times a year)

21/08/2023 - Bond has expired

Prospectus brochure of the bond Romania US77586TAC09 in USD 4.375%, expired

2 000 USD

1 500 000 000 USD

77586TAC0

N/A

Romania is a country in Southeast Europe known for its diverse natural landscapes, including the Carpathian Mountains and the Danube Delta, a rich history, and a vibrant cultural heritage.

The Bond issued by Romannia ( Romania ) , in USD, with the ISIN code US77586TAC09, pays a coupon of 4.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/08/2023

INFORMATION MEMORANDUM

ROMANIA
ACTING THROUGH THE MINISTRY OF PUBLIC FINANCE
EUR 7,000,000,000
Global Medium Term Note Programme
Under this EUR 7,000,000,000 global medium term note programme (the "Programme") described in this
information memorandum (the "Information Memorandum"), Romania acting through the Ministry of Public
Finance ("Romania" or the "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 7,000,000,000 (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 (the "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 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. 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 fulfil 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 (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 (as defined under Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption
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 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

SOCIETE GENERALE CORPORATE
& INVESTMENT BANKING

Dealers

BARCLAYS
BNP PARIBAS
CITIGROUP
DEUTSCHE BANK
HSBC
ERSTE GROUP BANK AG
SOCIETE GENERALE CORPORATE

UNICREDIT BANK
& INVESTMENT BANKING

8 February 2013
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CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 2
OVERVIEW ................................................................................................................................................. 8
RISK FACTORS ........................................................................................................................................ 13
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 29
FINAL TERMS AND DRAWDOWN INFORMATION MEMORANDUM ........................................... 30
FORMS OF THE NOTES .......................................................................................................................... 31
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 37
FORM OF FINAL TERMS ........................................................................................................................ 62
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 76
DESCRIPTION OF ROMANIA ................................................................................................................ 79
USE OF PROCEEDS ............................................................................................................................... 201
TAXATION ............................................................................................................................................. 202
SUBSCRIPTION AND SALE ................................................................................................................. 213
TRANSFER RESTRICTIONS ................................................................................................................ 215
CLEARING AND SETTLEMENT.......................................................................................................... 218
GENERAL INFORMATION .................................................................................................................. 222
INDEX OF DEFINED TERMS ............................................................................................................... 223
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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 (the
"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" (the "Conditions") as amended and/or supplemented by a document specific to such
Tranche called final terms (the "Final Terms") or in a separate information memorandum specific to such
Tranche (the "Drawdown Information Memorandum") as described under "Final Terms and Drawdown
Information Memorandum" below. 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" below 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
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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".
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 except
pursuant to an exemption 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 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 (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.
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 7,000,000,000 (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 "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 and references to the "2010 PD
Amending Directive" mean Directive 2010/73/EU.
As of the date of this Information Memorandum, the Programme has been rated "Baa3" by Moody's Investors
Service, Inc. ("Moody's"), "BB+" for senior unsecured Notes with a maturity of one year or more and "B" for
senior 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 (the "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.
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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 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 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.
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, 1955 ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE OR 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 THE
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 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.
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 a
European Union ("EU") or a non-EU member state.
Thus, according to EC Regulation No. 44/2001 on Jurisdiction and the Recognition and Enforcement of
Judgments in Civil and Commercial Matters of 22 December 2000, as amended, a final and conclusive
judgment in commercial and civil matters rendered by a court from an EU Member State (other than Denmark)
is directly recognised in Romania, except if, (i) such recognition is in breach of public order under Romanian
private international law; (ii) a Romanian court or a court of another Member State has exclusive jurisdiction for
the respective case or another court had exclusive jurisdiction under EU law including, without limitation, with
regards to consumer protection or insurance matters; (iii) the foreign judgment is in conflict with a judgment
rendered by a Romanian court in a legal dispute between the same parties; (iv) the foreign judgment was issued
in absentia and the complaint or similar act was not provided to the defendant in time and in such a way for the
defence to be prepared, but only if the defendant failed to commence proceedings to challenge the judgment
when it was possible for him to do so; or (v) the judgment cannot be reconciled with a judgment issued by a
court from a Member State or other state in relation to the same object and having the same parties if the
previous judgment meets the conditions for being recognised in Romania. Judgments rendered in an EU
member state in commercial and civil matters, enforceable according the law applicable to the courts which
have rendered them, may be enforced in Romania on the basis of an approval issued by the competent
Romanian courts.
A judgment rendered in matters involving international private law relationships by a court of Denmark or a
non-EU member state, such as the United States, may be recognised in Romania on the basis of a decision of the
competent Romanian court and provided that, inter alia: (i) the judgment is final according to the law of the
state where it was rendered; (ii) it was rendered by a court which was competent according to the law of the
state where it was rendered; and (iii) there is reciprocity with respect to the recognition of foreign judgments
between Romania and the respective state; (iv) the foreign judgment is not the result of fraud in the foreign
procedure; (v) the foreign judgment is not in breach of public order under Romanian private international law;
(vi) Romanian courts did not have exclusive jurisdiction over the subject matter; and (vii) no substantially
similar action or proceeding involving the same parties was commenced before a court of competent jurisdiction
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in Romania before the commencement of the action or proceeding before the foreign jurisdiction which
rendered the foreign judgment and such action or proceeding in Romania remains pending or has resulted in the
subject matter of the foreign judgment being a final judgment in Romania. In order to be enforceable in
Romania, such judgment must also (i) be enforceable according to the law of the court which rendered it; and
(ii) the right to request the enforcement must not have been time barred. The enforcement of such judgment
must be approved by the competent Romanian courts.
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 forward-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.
In addition to the factors described in this Information Memorandum, including those discussed under the "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 (the
"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 World Bank, the European Bank
for Reconstruction and Development (the "EBRD") and the European Investment Bank (the "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
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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.
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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 the "Terms and Conditions of the Notes" below
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
fulfil its obligations under the Notes are discussed under "Risk
Factors" below.
Arrangers:
Erste Group Bank AG and Société Générale.
Dealers:
Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets
Limited, Deutsche Bank AG, London Branch, Erste Group Bank AG,
HSBC France, 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
Citibank, N.A., London Branch.
Transfer Agent:
Luxembourg Listing Agent:
Société Générale Bank & Trust.
Final Terms or Drawdown
Notes issued under the Programme may be issued either (1) pursuant
Information 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 7,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
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Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series will
all be subject to identical terms, except that the issue date and the
amount of the first payment of interest may be different in respect of
different Tranches. The Notes of each Tranche will all be subject to
identical terms in all respects save that a Tranche may comprise Notes
of different denominations.
Forms of Notes:
Notes may be issued in bearer form or in registered form. Bearer
Notes will not be exchangeable for Registered Notes and Registered
Notes will not be exchangeable for Bearer Notes. No single Series or
Tranche may comprise both Bearer Notes and Registered Notes.

Bearer Notes

Each Tranche of Bearer Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note which is not
intended to be issued in new global note form (a "Classic Global
Note" or "CGN"), as specified in the relevant Final Terms, will be
deposited on or around the relevant issue date with a depositary or a
common depositary for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system and each Global Note which
is intended to be issued in new global note form (a "New Global
Note" or "NGN"), as specified in the relevant Final Terms, will be
deposited on or around the relevant issue date with a common
safekeeper for Euroclear and/or Clearstream, Luxembourg. Each
Temporary Global Note will be exchangeable for a Permanent Global
Note or, if so specified in the relevant Final Terms, for Definitive
Notes. If the TEFRA D Rules are specified in the relevant Final
Terms as applicable, certification as to non-U.S. beneficial ownership
will be a condition precedent to any exchange of an interest in a
Temporary Global Note or receipt of any payment of interest in respect
of a Temporary Global Note. Each Permanent Global Note will be
exchangeable for Definitive Notes in accordance with its terms.
Definitive Notes will, if interest-bearing, have Coupons attached and,
if appropriate, a Talon for further Coupons.

Registered Notes

Each Tranche of Registered Notes will be represented by either:

(i)
Individual Note Certificates; or

(ii)
one or more Unrestricted Global Note Certificates in the case
of Registered Notes sold outside the United States in reliance
on Regulation S and/or one or more Restricted Global Note
Certificates in the case of Registered Notes sold to QIBs in
reliance on Rule 144A,

in each case as specified in the relevant Final Terms.

Each Note represented by an Unrestricted Global Note Certificate will
either be: (a) in the case of an Unrestricted Global Note Certificate to
be held under the new safekeeping structure ("New Safekeeping
Structure" or "NSS"), registered in the name of a common safekeeper
(or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system and the relevant Unrestricted Global
Note Certificate will be deposited on or about the issue date with the
common safekeeper for Euroclear and/or Clearstream, Luxembourg or
(b) in the case of an Unrestricted Global Note Certificate which is not
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