Bond Romannia 2.875% ( XS1129788524 ) in EUR

Romannia

99.79 % ▼

Romania

XS1129788524 ( in EUR )

2.875% per year ( payment 1 time a year)

27/10/2024 - Bond has expired

Prospectus brochure of the bond Romania XS1129788524 in EUR 2.875%, expired

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.

Romania's EUR-denominated bond (ISIN: XS1129788524), a 2.875% coupon bond maturing October 27, 2024, has reached maturity and been repaid at 99.79% of its face value.

IMPORTANT
You must read the following before continuing. The following applies to the Information Memorandum following this page, and
you are therefore required to read this carefully before reading, accessing or making any other use of the Information Memorandum.
In accessing the Information Memorandum, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access.
THE FOLLOWING INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED OTHER
THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS
INFORMATION MEMORANDUM MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND WITHIN
THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN AND PURSUANT
TO RULE 144A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
("RULE 144A"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE
OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU
HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS,
YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED IN
THE ATTACHED DOCUMENT.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION. THE SECURITIES 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 MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT TO QIBs PURSUANT TO RULE 144A.
Confirmation of your representation: In order to be eligible to view this Information Memorandum or make an investment
decision with respect to any securities, you must be a person who is outside the United States unless you are a QIB in the United
States. By accepting the email and accessing this Information Memorandum, you shall be deemed to have represented to the
Arrangers and Dealers named herein that you and any customers you represent, unless you are QIBs, are not in the United States;
the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States,
its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any State of the United States or the District of Columbia unless you are a QIB in the United States;
and that you consent to delivery of such Information Memorandum by electronic transmission.
You are reminded that this Information Memorandum has been delivered to you on the basis that you are a person into whose
possession this Information Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you
are located and you may not, nor are you authorised to, deliver this Information Memorandum to any other person.
Any materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law. If a jurisdiction requires that the potential offering be made by a licensed
broker or dealer and any underwriter or any affiliate of any underwriter is a licensed broker or dealer in that jurisdiction, any
offering shall be deemed to be made by the underwriter or such affiliate on behalf of the Issuer in such jurisdiction.
This document is being distributed only to and directed only at (i) persons who are outside the United Kingdom, (ii) persons who
have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed (all such
persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted
on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is
available only to relevant persons and will be engaged in only with relevant persons.
This Information Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the Arrangers or Dealers
named herein, any person who controls any such persons, or any of their respective directors, officers, employees, agents or
affiliates accepts any liability or responsibility whatsoever in respect of any difference between the Information Memorandum
distributed to you in electronic format and the hard copy version.

INFORMATION MEMORANDUM

ROMANIA
ACTING THROUGH THE MINISTRY OF PUBLIC FINANCE

EUR 27,000,000,000
Global Medium Term Note Programme
Under this EUR 27,000,000,000 global medium term note programme ("Programme") described in this information memorandum
("Information Memorandum"), Romania acting through the Ministry of Public Finance ("Romania" or "Issuer"), subject to compliance with
all relevant laws, regulations and directives, may from time to time issue notes ("Notes") on the terms set out herein, as supplemented by a Final
Terms or Drawdown Information Memorandum (each as defined herein). The aggregate principal amount of Notes outstanding will not at the
time of issuance exceed EUR 27,000,000,000 (or the equivalent in other currencies).
This Information Memorandum does not comprise a prospectus for the purpose of the Prospectus Directive (as defined herein). Accordingly, this
document has not been and will not be submitted for approval to any competent authority within the meaning of the Prospectus Directive and in
particular the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF"), in its capacity as competent authority for the purposes
of the Prospectus Directive.
Applications may be made for Notes to be admitted to listing on the official list and to trading on the regulated market of 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 ("Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United States (the "U.S."), 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 in certain transactions exempt from the registration requirements of the Securities Act. The Notes may be offered and
sold (A) outside the United States in reliance on Regulation S and (B) 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

SOCIÉTÉ GÉNÉRALE
ERSTE GROUP BANK AG
CORPORATE & INVESTMENT BANKING

Dealers

BANCA IMI
BARCLAYS
BNP PARIBAS

CITIGROUP
DAIWA CAPITAL MARKETS
DEUTSCHE BANK
EUROPE

ERSTE GROUP BANK AG
GOLDMAN SACHS
HSBC
INTERNATIONAL

ING
J.P. MORGAN
MIZUHO SECURITIES

NATIXIS
NOMURA
RAIFFEISEN BANK
INTERNATIONAL AG

SOCIÉTÉ GÉNÉRALE
UNICREDIT BANK
CORPORATE & INVESTMENT BANKING
26 March 2019

TABLE OF CONTENTS
Page
OVERVIEW ....................................................................................................................................................... 1
RISK FACTORS ................................................................................................................................................ 8
INFORMATION INCORPORATED BY REFERENCE ................................................................................. 27
FINAL TERMS AND DRAWDOWN INFORMATION MEMORANDUM .................................................. 28
FORMS OF THE NOTES ................................................................................................................................ 29
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 36
FORM OF FINAL TERMS .............................................................................................................................. 73
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................... 88
DESCRIPTION OF ROMANIA ...................................................................................................................... 92
THE ROMANIAN ECONOMY ..................................................................................................................... 119
FOREIGN TRADE AND BALANCE OF PAYMENTS ............................................................................... 150
MONETARY AND FINANCIAL SYSTEM .................................................................................................. 162
USE OF PROCEEDS ..................................................................................................................................... 242
TAXATION .................................................................................................................................................... 243
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................ 246
SUBSCRIPTION AND SALE ....................................................................................................................... 258
TRANSFER RESTRICTIONS ...................................................................................................................... 261
CLEARING AND SETTLEMENT ................................................................................................................ 263
GENERAL INFORMATION ......................................................................................................................... 267

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

i

that the information contained in this Information Memorandum is true subsequent to the date hereof or the
date upon which this Information Memorandum has been most recently amended or supplemented or that there
has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or
financial or trading position of the Issuer since the date thereof or, if later, the date upon which this Information
Memorandum has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Information Memorandum and any Final Terms and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Information
Memorandum or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of this Information Memorandum or any Final Terms and other offering material
relating to the Notes, see "Subscription and Sale" and "Transfer Restrictions".
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) outside the United States in reliance on Regulation S and (B) within the
United States to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the
Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A. For a description of these and certain further restrictions on offers, sales and transfers of Notes, see
"Subscription and Sale" and "Transfer Restrictions".
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR DISAPPROVED
BY THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC"), ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR
HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF ANY OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS INFORMATION
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN
THE UNITED STATES.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product
Governance Rules.
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

ii

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 27,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which may be
outstanding at any one time under the Programme may be increased from time to time, subject to compliance
with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".
In this Information Memorandum, unless otherwise specified, references to the "Government" are to the
government of the Republic of Romania, references to the "EEA" are to the European Economic Area,
references to a "Member State" are references to a Member State of the EEA, references to "$", "U.S.$", "U.S.
dollars" or "dollars" are to United States dollars, references to "RON" and "Leu" are to Romanian New Leu,
references to "EUR" or "euro" are to the single currency introduced at the start of the third stage of European
Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended,
references to the "Prospectus Directive" mean Directive 2003/71/EC (as amended or superseded), and includes
any relevant implementing measure in the relevant Member State, references to "TWh" are to terawatt hours
and references to "KWh" are to kilowatt hours.
As of the date of this Information Memorandum, the Programme has been rated "Baa3" by Moody's Investors
Service Ltd. ("Moody's"), "BBB-" for unsecured Notes with a maturity of one year or more and "A-3" for
unsecured Notes with a maturity of less than one year by Standard & Poor's Credit Market Services Europe
Limited ("S&P") and "BBB-" by Fitch Ratings Limited ("Fitch"). Moody's, S&P and Fitch are in each case
established in the EEA and are registered under Regulation (EU) No 1060/2009, as amended ("CRA
Regulation"). A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) described above, which are assigned to the
Programme and not to the Notes issued under the Programme, or the rating(s) assigned to the Programme or to
Notes already issued. There is no assurance that the Notes under the Programme will be assigned a rating, or
that the rating assigned to a specific issue under the Programme will be the same as the rating assigned to the
Programme. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final
Terms. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be (1) issued
by a credit rating agency established in the EEA and registered under the CRA Regulation, or (2) issued by a
credit rating agency which is not established in the EEA but will be endorsed by a credit ratings agency (a
"CRA") which is established in the EEA and registered under the CRA Regulation or (3) issued by a credit
rating agency which is not established in the EEA but which is certified under the CRA Regulation will be
disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for
regulatory purposes if such rating is not issued by a credit rating agency established in the EEA and registered
under the CRA Regulation unless (1) the rating is provided by a credit rating agency not established in the EEA
but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or
(2) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA
Regulation.

iii

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, stabilisation may not necessarily occur. 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 cease 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 over-
allotment of the relevant Tranche of 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.

iv

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 U.S. 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 U.S. securities
laws, would not automatically be recognised or enforceable in Romania.
The procedure for the recognition and enforcement in Romania of a judgment rendered by a court in a
jurisdiction outside Romania in commercial and civil matters depends on whether that jurisdiction is from (i) a
state which is a member of the European Union ("EU"), (ii) a state which is a party to a bilateral or multilateral
international convention by which Romania is bound, which waives the application of the Romanian Civil
Procedure Code provisions on the recognition and enforcement of foreign judgments (including the 2007
Lugano Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial
matters ("Lugano Convention") and the Convention of 30 June 2005 or Choice of Court Agreements (the
"Hague Choice of Court Convention")) or (iii) a non-EU Member State which is not a party to any bilateral
or multilateral international convention mentioned under paragraph (ii) above.
A judgment of a court of law of a non-EU Member State which is not a party to a bilateral or multilateral
international convention by which Romania is bound, which waives the application of the Romanian Civil
Procedure Code provisions on the recognition and enforcement of foreign judgments, made in personam for a
certain sum, which is not impeachable as void or voidable under the internal laws of the foreign jurisdiction
("Non-European Judgment") would be recognised in Romania provided that the relevant conditions in respect
of recognition of foreign judgments set out in the Romanian Civil Procedure Code are met. Among other
requirements, such conditions require that: (a) the Non-European Judgment is final ("hotarare definitiva")
according to the law of the state where it was made; (b) the court rendering such Non-European Judgment had,
according to lex fori, jurisdiction to try the relevant litigation, but without relying exclusively on the presence
in that jurisdiction of the defendant or of some of its assets which are not directly connected with that litigation;
(c) there exists reciprocity regarding the effects of foreign judgments between Romania and the foreign
jurisdiction which rendered the Non-European Judgment whose recognition is sought; (d) when given in default
of appearance, the party who lost the trial was served in due course with a summons for appearance for the
hearing where the court tried the merits of the case and with the document which instituted the proceedings,
was given the possibility to defend itself and was given the possibility to challenge the Non-European Judgment;
(e) such Non-European Judgment is not manifestly contrary to the Romanian private international public order
law (such incompatibility is evidenced by taking into account, in particular, the criterion of strength of the link
between the specific case and the Romanian jurisdiction, as well as the gravity of the consequences of such
incompatibility); (f) where the Non-European Judgment is rendered in an area of law where persons cannot
dispose freely of their rights, the Non-European Judgment was not obtained exclusively for the purpose of
withholding the matter from the incidence of the law that would otherwise be applicable pursuant to Romanian
conflict of law rules; (g) the claim has not been settled between the same parties through a judgment (even if
not final) of the Romanian courts nor was pending before Romanian courts as at the date the foreign court was
vested; (h) the Non-European Judgment is not irreconcilable with a prior foreign judgment which may be
recognised in Romania; (i) Romanian courts did not have exclusive jurisdiction to try the subject matter of the

v

Non-European Judgment; (j) the right of defence was not breached; (k) the Non-European Judgment may not
be challenged in any other manner in the state where it was rendered; and (l) the application for recognition
before Romanian courts is duly made according to the Romanian procedural rules and encloses all the
documentation thereby required. Additionally, the recognition of the Non-European Judgment may not be
refused solely for the reason that the foreign court rendering the Non-European Judgment applied another law
than the law that would have been applicable according to Romanian conflict of law rules, except where the
trial concerns the civil status and the capacity of a Romanian citizen and the solution adopted by the court
differs from the solution that would have been reached according to the Romanian law.
A Non-European Judgment can be enforced in Romania based on a final decision of a Romanian competent
court approving the enforcement, only if: (i) the requirements mentioned above for the recognition in Romania
of Non-European Judgments are met; (ii) the Non-European Judgment is enforceable according to the law of
the jurisdiction where it was made; (iii) where the Non-European Judgment establishes an obligation arising
from a foreign fiscal law, there exists reciprocity regarding the effects of foreign judgments in the relevant fiscal
matter between Romania and the foreign jurisdiction which rendered the Non-European Judgment whose
recognition and enforcement is sought; (iv) the application for enforcement before Romanian courts is duly
made according to the Romanian procedural rules and encloses all the documentation thereby required; and (v)
the right to enforce the final judgment is not restricted by any limitation period.
A judgment of a court of law of a state which is a party to a bilateral or multilateral international convention by
which Romania is bound, which waives the application of the relevant Romanian Civil Procedure Code
provisions on the recognition and enforcement of foreign judgments (including the Lugano Convention and the
Hague Choice of Court Convention) would be recognised and enforced in Romania in accordance with the rules
set forth in the relevant convention.
Non-European Judgments stipulating for protective measures and those for which only a temporary
enforcement is available ("hotarari date cu executare proviziorie") cannot be enforced in Romania.
A final and conclusive judgment in personam rendered in an EU Member State other than Romania (a
"European Judgment") would be recognised and enforced in Romania provided that the relevant conditions
set forth in Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December
2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast)
("Regulation 1215/2012") are met. Under Regulation 1215/2012, European Judgments may be recognised in
Romania only if: (a) such recognition is not manifestly contrary to public order in Romania; (b) where it was
given in default of appearance, if (i) the defendant was served with the document which instituted the
proceedings or with an equivalent document in sufficient time and in such a way as to enable him to arrange
for his defence and failing that, if (ii) the defendant failed to commence proceedings to challenge the judgment
when it was possible for him to do so; (c) it is not irreconcilable with a judgment given in a dispute between
the same parties in Romania; (d) it is not irreconcilable with an earlier judgment given in a EU Member State
or in a third state involving the same cause of action and between the same parties, provided that the earlier
judgment fulfils the conditions necessary for its recognition in Romania; and (e) the European Judgment does
not conflict with the provisions of the Regulation 1215/2012 dealing with jurisdiction in matters relating to
insurance, jurisdiction over customer contracts, individual contracts of employment and exclusive jurisdiction,
as applicable.
A European Judgment can be enforced in Romania only if: (i) it is enforceable in the state where the European
Judgment was made; (ii) the Romanian competent enforcement authority is provided with a copy of the
European Judgment which satisfies the conditions necessary to establish its authenticity; (iii) the Romanian
competent enforcement authority is provided with an original certificate issued by the relevant state's court or
other competent authority substantially in the form set out in Annex I of the Regulation 1215/2012 and none of
the conditions above preventing the recognition of a European Judgment is applicable; (iv) where the European

vi

Judgment orders a periodic payment by way of penalty, (including but not limited to, default interest), the
amount of the payment has been finally determined by the court of the state of origin; and (v) the right to enforce
the final judgment is not restricted by any limitation period.
In addition to the above, other conditions may be applicable with respect to specific matters under special local
or international conventions.
In addition to and independently from the procedure provided by Regulation 1215/2012, Regulation (EC) No
805/2004 of the European Parliament and of the Council ("Regulation 805/2004") regulates the creation of a
European Enforcement Order for uncontested claims (within the meaning of Regulation 805/2004) in civil and
commercial matters. A European Judgment that has been certified as a European Enforcement Order in the EU
Member State of origin (provided that the conditions set forth under Regulation 805/2004 for such certification
have been met) shall be recognised and enforced in Romania without the need for a declaration of enforceability
and without any possibility of opposing its recognition. The European Enforcement Order certificate shall take
effect only within the limits of the enforceability of the judgment. The enforcement procedures shall be
governed by Romanian law. A judgment certified as a European Enforcement Order shall be enforced in
Romania subject to the same conditions as those applicable to a judgment rendered in Romania. Enforcement
shall, upon application by the debtor, be refused by the competent Romanian enforcement authority if the
judgment certified as a European Enforcement Order is irreconcilable with an earlier judgment given in any EU
Member State or in a third country, provided that: (i) the earlier judgment involved the same cause of action
and was between the same parties; and (ii) the earlier judgment was given in Romania or fulfils the conditions
necessary for its recognition in Romania; and (iii) the irreconcilability was not and could not have been raised
as an objection in the court proceedings in the EU Member State of origin.
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 "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

vii