Bond Croatica 6% ( XS0997000251 ) in USD

Croatica

100 % ▼

Croatia

XS0997000251 ( in USD )

6% per year ( payment 2 times a year)

25/01/2024 - Bond has expired

Prospectus brochure of the bond Croatia XS0997000251 in USD 6%, expired

200 000 USD

1 750 000 000 USD

Croatia boasts a stunning coastline dotted with islands, historic towns, and national parks, offering a diverse blend of natural beauty and cultural heritage.

Croatia's USD 6% bond (ISIN: XS0997000251), a ?1,750,000,000 issuance with a minimum trading size of ?200,000 and a maturity date of January 25, 2024, paying semi-annually, has matured and been repaid at 100%.

REPUBLIC OF CROATIA
U.S.$1,750,000,000 6.000 PER CENT. NOTES DUE 2024
Issue price: 98.488 per cent.
The U.S.$1,750,000,000 6.000 per cent. Notes due 2024 (the "Notes") are issued by the Republic of Croatia (the "Issuer" or "Republic" or
"Croatia").
The Notes mature on 26 January 2024.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading on the
Luxembourg Stock Exchange's regulated market pursuant to the rules and regulations of the Luxembourg Stock Exchange.
This Prospectus neither constitutes a prospectus pursuant to Part II of the Luxembourg law on prospectuses for securities (loi relative aux
prospectus pour valeurs mobiliéres) dated 10 July 2005 (the "Luxembourg Act") which implements Directive 2003/71/EC as amended
(which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant
Member State of the European Economic Area) (the "Prospectus Directive") nor a simplified prospectus pursuant to Part III of the
Luxembourg Act. Accordingly, this Prospectus does not purport to meet the format and the disclosure requirements of the Prospectus
Directive and Commission Regulation (EC) No. 809/2004 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 Supervisory
Commission of the Financial Sector (Commission de Surveillance du Secteur Financier), in its capacity as competent authority under the
Luxembourg Act.
The Issuer is rated Ba1 by Moody's Investors Service, Ltd., BB+ by Standard & Poor's Credit Market Services Europe Ltd., and BB+ by
Fitch Ratings Ltd. and the Notes will be rated Ba1 by Moody's Investors Service, Ltd., BB+ by Standard & Poor's Credit Market Services
Europe Ltd., and BB+ by Fitch Ratings Ltd. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating organisation. As at the date of this Prospectus, each of the rating agencies is
established in the European Union and is registered under Regulation (EU) No 1060/2009 (as amended) (the "CRA Regulation"). As such,
each of the rating agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority
("ESMA") on its website in accordance with such Regulation. In general, European regulated investors are restricted under the CRA
Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU
and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that
apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit
ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or
the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the
case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by ESMA on its website in
accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may
be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list.
Certain information with respect to the credit rating agencies and ratings is set out in the sections entitled "Credit Ratings", "There can be no
assurance that Croatia's credit rating will not change" and "Credit Ratings may not reflect all risks" of this Prospectus.
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 may not be offered, sold or
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 and applicable state securities laws. Accordingly, the Notes are being offered, sold or delivered:
(a) in the United States only to qualified institutional buyers ("QIBs") (as defined in Rule 144A ("Rule 144A") under the Securities
Act) in reliance on, and in compliance with, Rule 144A; and (b) outside the United States in reliance on Regulation S ("Regulation
S") under the Securities Act. Each purchaser of the Notes will be deemed to have made the representations described in
"Subscription and Sale" and is hereby notified that the offer and sale of Notes to it, if in the United States, is being made in reliance
on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after
the commencement of the offering, an offer or sale of any of the Notes within the United States by any dealer (whether or not
participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise
than in accordance with Rule 144A.
The Notes will initially be represented by two or more global certificates in registered form (the "Global Certificates"), one or more of
which will be issued in respect of the Notes offered and sold in reliance on Rule 144A (the "Restricted Global Certificates") and will be
registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and one of which will be issued in respect of
the Notes offered and sold in reliance on Regulation S (the "Unrestricted Global Certificate") and will be registered in the name of a
nominee of a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). It is expected that delivery of the Global Certificates will be made on 26 November 2013 or such later date as may be
agreed (the "Closing Date") by the Republic and the Joint Lead Managers (as defined under "Subscription and Sale").
Prospective investors should be aware that none of the statistical information in this Prospectus has been independently verified.
An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the
heading "Risk Factors" on page 7.
Joint Lead Managers
BARCLAYS
DEUTSCHE BANK
BNP PARIBAS
J.P. MORGAN
The date of this Prospectus is 25 November 2013.

- c-

THE REPUBLIC OF CROATIA

- i-

The Republic accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Republic (having taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Republic, having made all reasonable enquiries, confirms that this Prospectus contains all material
information with respect to the Republic and the Notes which is material in the context of the issue and
offering of the Notes, that the information contained in this Prospectus is true and accurate in every
material respect and is not misleading, that the opinions and intentions expressed in this Prospectus are
honestly held and that there are no other facts the omission of which makes misleading any statement
herein, whether of fact or opinion.
The Joint Lead Managers (as described under "Subscription and Sale" below) have not independently
verified the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to
the accuracy or completeness of the information contained or incorporated in this Prospectus or any other
information provided by the Republic in connection with the offering of the Notes. No Joint Lead
Manager accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by the Republic in connection with the offering of the
Notes or their distribution.
No person is or has been authorised by the Republic to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information supplied in
connection with the offering of the Notes and, if given or made, such information or representation must
not be relied upon as having been authorised by the Republic or any of the Joint Lead Managers.
Neither this Prospectus nor any other information supplied in connection with the offering of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Republic or any of the Joint Lead Managers that any recipient of this Prospectus
or any other information supplied in connection with the offering of the Notes should purchase the Notes.
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 Republic. Neither this
Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an
offer or invitation by or on behalf of the Republic or any of the Joint Lead Managers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Republic is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of the
Notes is correct as of any time subsequent to the date indicated in the document containing the same. The
Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the
Republic during the life of the Notes or to advise any investor in the Notes of any information coming to
their attention.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Republic and the Joint Lead Managers do not represent that this Prospectus may be
lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular,
no action has been taken by the Republic or the Joint Lead Managers which is intended to permit a public
offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering
and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer
or sale of the Notes in the United States and the European Economic Area (including the United Kingdom
and the Republic of Croatia), see "Subscription and Sale".

- ii-

IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON
BRANCH AS STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSON(S)
ACTING ON BEHALF OF THE STABILISING MANAGER) 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 (OR
PERSONS ACTING ON BEHALF OF THE 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 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 CLOSING 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
RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States, nor
have the foregoing authorities reviewed or passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offence.
This Prospectus is being submitted on a confidential basis in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of the Notes. It
may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents
disclosed to anyone other than the prospective investors to whom it is originally submitted.
Each purchaser or holder of interests in the Notes will be deemed, by its acceptance or purchase of any
such Notes, to have made certain representations and agreements as set out in "Subscription and Sale".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Republic is a foreign sovereign nation, and a substantial portion of the assets of the Republic are
located outside the United States and the United Kingdom. As a result, it may not be possible for
investors to effect service of process within the United States or the United Kingdom upon the Republic,
or to enforce judgments obtained in courts located in the United States or United Kingdom, including
judgments predicated upon civil liability provisions of the securities laws of the United States or any state
or territory within the United States.
A substantial part of the Republic's assets are located in the Republic of Croatia. The courts of the
Republic of Croatia may refuse to recognise a judgment obtained in an EU jurisdiction other than Croatia
(including, but not limited to, England) if there are grounds for non-recognition as provided in the
provisions of the Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the
recognition and enforcement of judgments in civil and commercial matters. The courts of the Republic of
Croatia may refuse to recognise a judgment obtained in a non-EU jurisdiction (including, but not limited

- iii-

to, the courts of the United States) if there are grounds for non-recognition as provided in the Croatian
Law on Resolving Conflicts of Law with Other Countries' Laws and Regulations in Certain Matters (OG
53/1991). Once recognised (to the extent applicable), a judgment of a non-Croatian court is equal to the
judgment of a Croatian court and is fit for enforcement in the Republic of Croatia (for enforcement of
English court judgments, the conditions prescribed by the Council Regulation (EC) No. 44/2001 of 22
December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and
commercial matters or, as the case may be, the Regulation (EC) No 805/2004 of the European Parliament
and of the Council of 21 April 2004 creating a European Enforcement Order of uncontested claims have
to be met).
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Prospectus, as well as written and oral statements that the
Republic 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 the Republic's
beliefs and expectations, are forward-looking statements. These statements are based on current plans,
objectives, assumptions, estimates and projections. When used in this Prospectus, 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. The Republic has based these forward-looking statements on its
current view with respect to future events and financial results. Forward-looking statements speak only
as of the date on which they are made and the Republic 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. The Republic 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 Prospectus, including those discussed under the heading "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 the
Republic, higher international interest rates, reduced demand for the Republic's exports or
increases in oil and gas prices, which could each adversely affect the Republic'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 the Republic;

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, a reduction in gas supplies, difficulties in borrowing in the domestic and foreign
markets, trade and political disputes between the Republic and its trading partners, political
uncertainty or lack of political consensus, which could each lead to lower growth in the Republic
and lower international currency reserves;

decisions of the Republic's official creditors regarding the provision of new debt or rescheduling
of the existing debt and decisions of international organisations regarding the terms of their
financial assistance to the Republic, and accordingly the net cash flow to or from the Republic
over the life of the Notes;

decisions of international financial institutions such as the International Monetary Fund (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

- iv-

political and economic factors in the Republic and abroad, which affect the timing and structure
of economic reforms in the Republic, the climate for FDI and the pace, scale and timing of
privatisations in the Republic.
DEFINED TERMS AND CONVENTIONS
The following terms are used to refer to economic concepts that are discussed in this Prospectus:

Gross domestic product ("GDP") means the total value of goods and services produced inside a
country during the relevant period. Unless otherwise stated references to GDP is to real, rather
than nominal, GDP.

Gross value added ("GVA") is the value of output less the value of intermediate consumption; it
is a measure of the contribution to GDP made by an individual producer, industry or sector and is
used to estimate GDP. GVA (measured by sector) plus taxes minus subsidies equals GDP.

Imports comprise all goods and services imported from abroad intended either for consumption
or for inward processing. Exports comprise all goods and services exported from Croatia, which
originate from domestic production or internal trade.

The registered unemployment rate is calculated as the ratio of the members of the active
population who register with local employment agencies as being unemployed to the total active
population. "Active Population" means people employed and people over the age of 15
registered as seeking employment.

The inflation rate is measured by the year-on-year percentage change in the consumer price index
("CPI"), unless otherwise specified. The CPI index, measures inflation based on the price of a
basket of approximately 740 goods and services weighted according to the Household Budget
Survey and retail sales data. Croatia also measures inflation in terms of producer price index
("PPI"), which is the measure of wholesale prices at the producer level calculated based on a
basket of approximately 400 industrial products. Unlike CPI, PPI does not take into account
services. Year-on-year rates are calculated by comparing the average of the twelve monthly
indices for the later period against the average of the twelve monthly indices for the prior period.

The budgetary central government deficit is consolidated revenues minus consolidated
expenditures of the general government. "Budget deficit" is the principal measure of fiscal
balance for countries participating in the European Economic and Monetary Union.

The Standard International Trade Classification ("SITC") is a statistical classification of the
commodities entering external trade. It is designed to provide the commodity aggregates
required for the purposes of economic analysis and to facilitate the international comparison of
trade-by-commodity data.

General government debt ("general government debt") consists of the sum of: (i) central
government debt; (ii) extra budgetary debt (of government funds and agencies); and (iii) local
government debt.
Capitalised terms which are used but not defined in any particular section of this Prospectus will have the
meaning attributed thereto in "Conditions of the Notes" or any other section of this Prospectus.
Certain figures and percentages included in this Prospectus have been subject to rounding adjustments;
accordingly figures shown in the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
References to a "billion" are to a thousand million.
All references in this document to "U.S. dollars", "dollars", "U.S.$", "USD" and "$" refer to United
States dollars, to "CHF" refer to Swiss francs and to "HRK" and "Kuna" refer to the lawful currency for
the time being of the Republic. In addition, references to "euro", "EUR" and "" refer to the 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 "Old EU Member States" refer

- v-

to Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The
Netherlands, Portugal, Spain, Sweden and United Kingdom whereas references to "New EU Member
States" are to all other Member States of the European Union.
References to "OG" and "Official Gazette" are to "Narodne novine", the official newspaper of the
Republic of Croatia for the publication of acts, laws and other rules and regulations of the Croatian
Parliament, the Croatian Government, the Ministries and other regulatory bodies and of the President of
the Republic of Croatia. Legislation generally becomes effective eight days following publication in the
Official Gazette.
INFORMATION SOURCES
The statistical information in this Prospectus has been derived from a number of different identified
sources. All statistical information provided in this Prospectus may differ from that produced by other
sources for a variety of reasons, including the use of different definitions and cut-off times.
The source for most of the financial and demographic statistics for Croatia included in this Prospectus is
data prepared by the Republic's Central Bureau of Statistics ("CBS"), a Croatian independent entity
established to provide comprehensive statistical information, and the Croatian National Bank ("CNB").
The CBS harmonises, to the extent possible, its programmes and methodologies with the statistics of the
European Union ("EU"). Certain other financial and statistical information contained herein has been
derived from official Croatian government sources including the Ministry of Finance. The statistical
information presented herein is based on the latest official information currently available from the stated
source. Several statistics are provisional and are noted as such where presented. The development of
statistical information relating to Croatia is however, an ongoing process, and revised figures and
estimates are produced on a continuous basis. Figures presented may be subject to rounding.
EXCHANGE RATES
The following table sets forth, for the periods indicated, the period end, average, high and low official
mid-point rates published by the Croatian National Bank, expressed in Kuna per U.S. Dollar.

Period End
Average(1)
High
Low
2008 ...................................................................................................
5.155504
4.934417
5.801776
4.522752
2009 ...................................................................................................
5.089300
5.280370
5.941123
4.803825
2010 ...................................................................................................
5.568252
5.500015
6.088922
5.009663
2011 ...................................................................................................
5.819940
5.343508
5.825236
4.947426
2012 ...................................................................................................
5.726794
5.850861
6.194939
5.615424
January 2013 ......................................................................................
5.594294
5.701444
5.809095
5.594294
February 2013 ....................................................................................
5.795890
5.664825
5.795890
5.554688
March 2013 ........................................................................................
5.918807
5.846774
5.931597
5.783389
April 2013 ..........................................................................................
5.811805
5.845017
5.943642
5.779992
May 2013 ...........................................................................................
5.861177
5.828459
5.881630
5.756570
June 2013 ...........................................................................................
5.706344
5.687173
5.822884
5.578730
July 2013 ...........................................................................................
5.645215
5.733695
5.869305
5.637791
August 2013 ......................................................................................
5.707942
5.647567
5.707942
5.601900
September 2013 .................................................................................
5.642397
5.690963
5.776529
5.612207
October 2013 .....................................................................................
5.538091
5.586894
5.639682
5.513375
November 2013 (through to 15 November) ......................................
5.667762
5.654420
5.687748
5.573528
_______________
Source: Croatian National Bank
(1) Average of daily rates.

- vi-

CONTENTS

Page
OVERVIEW ................................................................................................................................................. 1
THE OFFERING .......................................................................................................................................... 5
RISK FACTORS .......................................................................................................................................... 7
CONDITIONS OF THE NOTES ............................................................................................................... 19
THE GLOBAL CERTIFICATES .............................................................................................................. 32
USE OF PROCEEDS ................................................................................................................................. 36
OVERVIEW OF THE REPUBLIC OF CROATIA ................................................................................... 37
THE ECONOMY ....................................................................................................................................... 46
STRUCTURAL MEASURES .................................................................................................................... 74
FOREIGN TRADE AND INTERNATIONAL BALANCE OF PAYMENTS ......................................... 80
MONETARY DEVELOPMENTS AND INTERNATIONAL RESERVES ............................................. 98
PUBLIC FINANCE ................................................................................................................................. 130
PUBLIC DEBT ........................................................................................................................................ 141
TAXATION ............................................................................................................................................. 150
CLEARING AND SETTLEMENT ARRANGEMENTS ........................................................................ 153
SUBSCRIPTION AND SALE ................................................................................................................. 157
TRANSFER RESTRICTIONS ................................................................................................................ 160
GENERAL INFORMATION .................................................................................................................. 162
INDEX OF DEFINED TERMS ............................................................................................................... 164

- vii-

OVERVIEW
This Overview does not purport to be complete and must be read as an introduction to this Prospectus
and any decision to invest in the Notes should be based on a consideration of this Prospectus as a
whole.
Words and expressions defined in "Conditions of the Notes" shall have the same meanings in this
Overview.
THE REPUBLIC OF CROATIA
Territory and Population
Croatia occupies a total area of 87,661 square kilometres, of which 56,594 square kilometres is land and
31,067 square kilometres is sea. The capital city, Zagreb, is located in the north of the country. The
Dinaric Alps, which rise to 1,831 metres above sea level, run the length of the country. Croatia borders
Slovenia to the north and Montenegro to the east and shares a sea border with Italy to the west and south.
The Danube forms the eastern border with Serbia while the other two large rivers, the Sava and Drava,
form the southern and northern borders with Bosnia Herzegovina and Hungary, respectively. The area of
land between the rivers is dissected by many smaller tributaries. The Adriatic coastline is the most
prominent feature of Croatia, running the entire length of the western border, from the Istrian peninsula in
the north to Dubrovnik in the South with approximately 1,185 islands along the coast.
According to the 2011 CBS census results Zagreb is the largest city in the country, with a population of
790,017, and is considered the leading industrial, cultural and scientific centre in Croatia. Other cities of
significant size include Split (population 178,102), Rijeka (population 128,624), Osijek (population
108,048) and Zadar (population 75,062). According to the 2011 census, the total population of the
country was 4,284,889.
Constitution and Government Structure
Croatia's constitution was adopted on 22 December 1990 and was substantially amended in December
1997, November 2000, April 2001 and June 2010 (the "Constitution"). It established a multi-party
democracy, with an economy based on market principles and private ownership. Under the Constitution,
the President of Croatia (the "President") is elected for five-year terms and may not serve more than two
terms. The current President, Ivo Josipovic, was elected in February 2010. The President appoints, with
the consent of the President of the Parliament, a Prime Minister of the Government (the "Prime
Minister") who, in turn, appoints Government Ministers. The current Prime Minister is Zoran Milanovic,
appointed in December 2011. The Constitution is based on the separation of powers between the
legislature, executive and judiciary. The most recent parliamentary elections were held on 4 December
2011.
Judicial Reform
In 2008, the Government commenced a reform of the judiciary (the "Judicial Reform") in order to
combat corruption and restore confidence in the judicial system. The Ministry of Justice has been
undertaking measures aimed at establishing a more efficient judicial system founded upon principles of
independence and professionalism. The objectives of the Judicial Reform include strengthening the rule
of law, improving the efficiency and effectiveness of the judicial system, shortening the period of time
between the commencement and conclusion of training, and improving professionalism and ongoing
training of the staff. In particular, since 2008 legislation has been enacted towards furthering the
independence of the judicial system and reducing the backlog of court cases. As of the date of this
Prospectus, the majority of the Government's judicial reform measures have been enacted and taken force.
International Relations
After gaining independence, Croatia was admitted to the United Nations (the "UN") in May 1992. In the
same year, Croatia became a participant country in the Organisation for Security and Co-operation in
Europe ("OSCE") and became a member of the International Monetary Fund ("IMF"). In 1996, Croatia
became the 40th Member State of the Council of Europe. In October 2000, Croatia became a member of
the World Trade Organisation ("WTO"), while in 2002 it acceded to the Central European Free Trade
Area. Furthermore, Croatia was elected as a non-permanent member of the UN Security Council for the

- 1 -

period 2008-2009, holding the Council's Presidency in December 2008. In April 2009, Croatia acceded
to the North Atlantic Treaty Organisation ("NATO"). Croatia became a candidate country for EU
accession in June 2004, and on 1 July 2013, Croatia joined the EU and became its 28th member state.
Economy
One of the main objectives of Croatia's economic policy is to continue the process of narrowing the gap
between its GDP per capita and the EU average. According to Eurostat estimates, as at 31 December
2012 (the latest year for which data is available), Croatia's per capita income was approximately 61 per
cent. of the GDP per capita of the 27 EU member states in purchasing power terms.
Prior to accession to the EU, the framework and goals of the economic policy of Croatia were defined in a
series of strategic documents of the Government, namely: the Strategic Development Framework for
2006-2013, the Government Programmes Strategy 2013-2015, the Economic and Fiscal Policy
Guidelines and the Pre-accession Economic Programme (the "PEP"). The 2013 Economic Programme of
Croatia represents a transition between the PEP and the reporting requirements under the European
Semester, in order to improve coordination of Croatia's economic policies and help strengthen budgetary
discipline, macroeconomic stability, and growth. These documents provide the basis for the
implementation of the economic policy in the medium term period, and they are prepared through
consultations between the Government administration bodies and employers' and unions' representatives.
The main objective of the economic policy in the current macroeconomic environment is to preserve
macroeconomic stability and create conditions for recovery and stable economic growth.
GDP
The effects of the global financial and economic crisis were first felt in Croatia in the second half of 2008
and intensified towards the end of the year. The negative impact of the crisis intensified further in 2009
and annual GDP contracted by 6.9 per cent. in 2009. This trend continued in 2010, with annual GDP for
2010 contracting by 2.3 per cent. In 2011 GDP recorded a growth rate of 0.0 per cent. in real terms,
year-on-year. In 2012, Croatia's real GDP contracted by 2.0 per cent. This contraction was a result of
deleveraging of the households' sector, negative labour market developments, pessimistic expectations,
decreased credit activity (high risk aversion and low demand), slower dynamics of foreign demand and
decreased foreign capital inflow. Real GDP growth for 2013 is currently expected to be 0.2 per cent.
Gross Value Added
GVA in real terms declined by 6.3 per cent. in 2009 as compared to 2008 when it grew by 2.4 per cent.
This decline was largely attributable to the real GVA decrease in the wholesale and retail trade sector and
the mining, quarrying, manufacturing, electricity, gas and water supply sectors. The GVA dynamics and
trends in 2009 and 2010 were primarily due to the negative effects of the global financial and economic
crisis. In 2010, GVA declined by 2.6 per cent. compared to a decline of 6.3 for 2009. This decrease was
mainly due to real GVA decreases in the construction (15.8 per cent.) and wholesale and trade,
transportation, storage and accommodation (2.9 per cent.) sectors. 2011 saw a slight contraction in GVA
of 0.2 per cent., year-on-year. Nominal GVA increased from HRK 288,356 million in 2010 to HRK
295,165 million in 2011. The contraction was mainly the result of a real increase in GVA in professional,
scientific, technical, administrative support and services (3.4 per cent.), and a real decrease of GVA
recorded in construction (9.1 per cent.). In 2012, GVA decreased further by 2.6 per cent. This decrease
was primarily a result of real GVA decreases in agriculture, forestry and fishing, manufacturing, mining
and quarrying and other industries (6.2 per cent.), construction (11.4 per cent.) and manufacturing (5.2 per
cent.).
Inflation
Price stability has consistently been the primary goal of the Croatian National Bank's (the "CNB")
monetary policy, which the CNB pursues primarily through the maintenance of a relatively stable
HRK/EUR exchange rate. The average annual rate of inflation as measured by the consumer price index
("CPI") increased from 2.9 per cent. in 2007 to 6.1 per cent. in 2008. Declines in inflation, which
commenced in the second half of 2008, continued throughout 2009. The average annual inflation rate for
the years ended 2009, 2010, 2011 and 2012 was 2.4 per cent., 1.1 per cent., 2.3 per cent. and 3.4 per cent.,
respectively. The inflation rate for the first nine months of 2013 was 2.9 per cent. Several factors

- 2 -