Bond Romannia 3.875% ( XS1313004928 ) in EUR

Romannia

86.46 % ▼

Romania

XS1313004928 ( in EUR )

3.875% per year ( payment 1 time a year)

29/10/2035

Prospectus brochure of the bond Romania XS1313004928 en EUR 3.875%, maturity 29/10/2035

1 000 EUR

2 000 000 000 EUR

29/10/2026 ( In 361 days )

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 2,000,000,000 3.875% bond (ISIN: XS1313004928), issued by the Central government, matured on October 29, 2035, and has been redeemed at 100%.

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 US 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 18,000,000,000
Global Medium Term Note Programme
Under this EUR 18,000,000,000 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 18,000,000,000 (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 fulfill its obligations under the Notes are discussed under "Risk Factors" below.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in
bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its
possessions or to a United States person except in certain transactions permitted by U.S. tax regulations. The Notes may not be
offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from
the registration requirements of the Securities Act. The Notes may be offered and sold (A) in bearer form or registered form
outside the United States in reliance on Regulation S and (B) in registered form within the United States to persons who are
"qualified institutional buyers" ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"). Prospective
purchasers who are QIBs are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales
and transfers of Notes and distribution of this Information Memorandum, see "Subscription and Sale" and "Transfer
Restrictions".

Arrangers
ERSTE GROUP BANK AG

SOCIETE GENERALE
CORPORATE & INVESTMENT BANKING

Dealers

BANCA IMI
BARCLAYS
BNP PARIBAS
BOFA MERRILL LYNCH
CITIGROUP
COMMERZBANK
DAIWA CAPITAL MARKETS EUROPE
DEUTSCHE BANK
ERSTE GROUP BANK AG
GOLDMAN SACHS INTERNATIONAL
HSBC
ING
J.P. MORGAN
NATIXIS
NOMURA
RAIFFEISEN BANK INTERNATIONAL
SOCIETE GENERALE
UNICREDIT BANK
AG
CORPORATE & INVESTMENT BANKING

21 MAY 2015

TABLE OF CONTENTS
Page
OVERVIEW ...................................................................................................................................................... 11
RISK FACTORS ...............................................................................................................................................16
INFORMATION INCORPORATED BY REFERENCE ..................................................................................34
FINAL TERMS AND DRAWDOWN INFORMATION MEMORANDUM ...................................................35
FORMS OF THE NOTES .................................................................................................................................36
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................42
FORM OF FINAL TERMS ...............................................................................................................................74
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................88
DESCRIPTION OF ROMANIA .......................................................................................................................91
MONETARY AND FINANCIAL SYSTEM ...................................................................................................149
USE OF PROCEEDS ......................................................................................................................................216
TAXATION .....................................................................................................................................................217
SUBSCRIPTION AND SALE ........................................................................................................................230
TRANSFER RESTRICTIONS .......................................................................................................................233
CLEARING AND SETTLEMENT .................................................................................................................236
GENERAL INFORMATION ..........................................................................................................................240

3

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". In the case of a Tranche of Notes which is the subject of a Drawdown
Information Memorandum, each reference in this Information Memorandum to information being specified or
identified in the relevant Final Terms shall be read and construed as a reference to such `information being
specified or identified in the relevant Drawdown Information Memorandum unless the context requires
otherwise. This Information Memorandum must be read and construed together with any amendments or
supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche
of Notes which is the subject of Final Terms must be read and construed together with the relevant Final
Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" that this Information
Memorandum contains all information which is (in the context of the Programme, the issue, offering and sale
of the Notes) material; that such information is true and accurate in all material respects and is not misleading
in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or
made and are not misleading in any material respect; that this Information Memorandum does not omit to
state any material fact necessary to make such information, opinions, predictions or intentions (in the context
of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that
all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Information Memorandum or any other document entered into in relation to the
Programme or any information supplied by the Issuer or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been authorised
by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Information Memorandum and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Information
Memorandum. Neither the delivery of this Information Memorandum or any Final Terms nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information contained
in this Information Memorandum is true subsequent to the date hereof or the date upon which this
Information Memorandum has been most recently amended or supplemented or that there has been no
adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or
trading position of the Issuer since the date thereof or, if later, the date upon which this Information
Memorandum has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Information Memorandum and any Final Terms and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Information
Memorandum or any Final Terms comes are required by the Issuer and the Dealers to inform themselves

4

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
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The Notes may be offered and sold (A) in bearer form or registered form outside the United States to non-
U.S. persons in reliance on Regulation S and (B) in registered form within the United States to QIBs in
reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a
description of these and certain further restrictions on offers, sales and transfers of Notes, see "Subscription
and Sale" and "Transfer Restrictions".
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR DISAPPROVED
BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (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 18,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which may be
outstanding at any one time under the Programme may be increased from time to time, subject to compliance
with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".
In this Information Memorandum, unless otherwise specified, references to the "Government" are to the
government of the Republic of Romania, references to the "EEA" are to the European Economic Area,
references to a "Member State" are references to a Member State of the EEA, references to "$", "U.S.$",
"U.S. dollars" or "dollars" are to United States dollars, references to "RON" and "Leu" are to Romanian
New Leu, references to "EUR" or "euro" are to the single currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union,
as amended, references to the "Prospectus Directive" mean Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State), and
includes any relevant implementing measure in the relevant Member State, references to the "2010 PD
Amending Directive" mean Directive 2010/73/EU, references to "TWh" are to terawatt hours and references
to "KWh" are to kilowatt hours.
As of the date of this Information Memorandum, the Programme has been rated "Baa3" by Moody's Investors
Service, Inc. ("Moody's"), "BBB-" for unsecured Notes with a maturity of one year or more and " A-3" for
unsecured Notes with a maturity of less than one year by Standard & Poor's Credit Market Services France
SAS ("S&P") and "BBB-" by Fitch Ratings Limited ("Fitch"). S&P and Fitch are both established in the EEA
and are registered under Regulation (EU) No 1060/2009, as amended (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

5

Regulation, nor is the rating it has given to the Programme endorsed by a credit rating agency established in
the EEA and registered under the CRA Regulation. A security rating is not a recommendation to buy, sell or
hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) described above, which are assigned to the
Programme and not to the Notes issued under the Programme, or the rating(s) assigned to the Programme or
to Notes already issued. There is no assurance that the Notes under the Programme will be assigned a rating,
or that the rating assigned to a specific issue under the Programme will be the same as the rating assigned to
the Programme. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant
Final Terms. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be
(1) issued by a credit rating agency established in the EEA and registered under the CRA Regulation, or (2)
issued by a credit rating agency which is not established in the EEA but will be endorsed by a credit ratings
agency (a "CRA") which is established in the EEA and registered under the CRA Regulation or (3) issued by
a credit rating agency which is not established in the EEA but which is certified under the CRA Regulation
will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA and
registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency not established
in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA
Regulation or (2) the rating is provided by a credit rating agency not established in the EEA which is certified
under the CRA Regulation.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms may over allot Notes or effect transactions with a view to supporting the market price of the Notes at
a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the
date of the allotment of the relevant Tranche of Notes. Any stabilisation action or overallotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.

6

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 (i)
a state which is a member of the European Union ("EU") or a party to the 2007 Lugano Convention on
jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the "Lugano
Convention") or (ii) a non-EU Member State which is not a party to the Lugano Convention.
A judgment of a court of law of a non-EU Member State which is not a party to the Lugano Convention made
in personam for a certain sum, which is not impeachable as void or voidable under the internal laws of the
foreign jurisdiction (a "Non-European Judgment") would be recognised in Romania provided that: (a) the
Non-European Judgment is final ("hotarare definitiva") according to the law of the state where it was made;
(b) the court rendering such Non-European Judgment had, according to lex fori, jurisdiction to try the relevant
litigation, but without relying exclusively on the presence in that jurisdiction of the defendant or of some of
its assets which are not directly connected with that litigation; (c) there exists reciprocity regarding the effects
of foreign judgments between Romania and the foreign jurisdiction which rendered the Non-European
Judgment whose recognition is sought; (d) when given in default of appearance, the party who lost the trial
was served in due course with the summoning for appearance for the hearing where the court tried the merits
of the case and with the document which instituted the proceedings, was given the possibility to defend itself
and was given the possibility to challenge the Non-European Judgment; (e) such Non-European Judgment
was not obtained by fraud or in a manner manifestly inconsistent with or contrary to Romanian public order;
(f) where the Non-European Judgment is rendered in an area of law where persons cannot dispose freely of
their rights, the Non-European Judgment was not obtained exclusively for the purpose of withholding the
matter from the incidence of the law that would otherwise be applicable pursuant to Romanian conflict of law
rules; (g) no substantially similar action or proceeding involving the same parties resulted in a judgment (even
if not final) of the Romanian courts or is pending before Romanian courts as at the date the action or
proceeding commenced before the foreign jurisdiction which rendered the Non-European Judgment; (h) the
Non-European Judgment is not irreconcilable with a prior foreign judgment which may be recognised in
Romania; (i) Romanian courts did not have exclusive jurisdiction to try the subject matter of the Non-

7

European Judgment pursuant to Romanian civil procedure laws; (j) the right of defence was not breached; (k)
the Non-European Judgment may not be challenged in any other manner in the state where it was rendered;
and (l) the application for recognition before Romanian courts is duly made according to the Romanian
procedural rules and encloses all the documentation thereby required. Additionally, the recognition of the
Non-European Judgment may not be refused solely for the reason that the foreign court rendering the Non-
European Judgment applied another law than the law that would have been applicable according to Romanian
conflict of law rules, except where the trial concerns the civil status and the capacity of a 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 enforcement of such Non-European
Judgment does not constitute, directly or indirectly, the enforcement of foreign penal laws; (v) the right to
require enforcement has not expired/did not prescribe according to the statute of limitation provisions
("prescriptia dreptului de a cere executarea silita") of the Romanian law (the general limitation period under
Romanian law is of three years as of the moment the judgment is final and enforceable); and (vi) the
application for enforcement before Romanian courts is duly made according to the Romanian procedural rules
and encloses all the documentation thereby required.
A Non-European Judgment would be recognised and enforced in Romania in accordance with the foregoing
paragraphs unless otherwise set forth by the international treaties to which Romania is a party.
A court judgment rendered in an EU Member State or a state which is a party to the Lugano Convention,
other than Romania (a "European Judgment") would be recognised in Romania only if: (a) such recognition
is not manifestly contrary to public order in Romania; (b) where it was given in default of appearance, if (i)
the defendant was served with the document which instituted the proceedings or with an equivalent document
in sufficient time and in such a way as to enable him to arrange for his defence and failing that, if (ii) the
defendant failed to commence proceedings to challenge the judgment when it was possible for him to do so;
(c) it is not irreconcilable with a judgment given in a dispute between the same parties in Romania; (d) it is
not irreconcilable with an earlier judgment given in a EU Member State or a state which is a party to the
Lugano Convention (other than Romania) or in a third state involving the same cause of action and between
the same parties, provided that the earlier judgment fulfils the conditions necessary for its recognition in
Romania; and (e) the European Judgment does not conflict with the provisions of Council Regulation (EC)
No 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters
or the Lugano Convention, dealing with jurisdiction in matters relating to insurance, jurisdiction over
customer contracts and exclusive jurisdiction or the provisions of the Regulation (EU) No 1215/2012 of the
European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and
enforcement of judgments in civil and commercial matters dealing with jurisdiction in matters relating to
insurance, jurisdiction over customer contracts, individual contracts of employment and exclusive
jurisdiction, as applicable.
A European Judgment can be enforced in Romania based on a final decision of a Romanian competent court
approving the enforcement, only if: (i) it is enforceable in the state where the European Judgment was made;
(ii) the Romanian competent court is provided with a copy of the European Judgment which satisfies the
conditions necessary to establish its authenticity; (iii) the Romanian competent court is provided with an
original certificate issued by the relevant state's court or other competent authority substantially in the form
set out in Annex V of the Council Regulation (EC) No 44/2001 on jurisdiction and the recognition and
enforcement of judgments in civil and commercial matters or the Lugano Convention or the form set out in
Annex I of the Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12
December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial
matters, as applicable, and none of the conditions above preventing the recognition of a European Judgment is
applicable; (iv) where the European Judgment orders a periodic payment by way of penalty, (including but
not limited to, default interest), the amount of the payment has been finally determined by the court of the
state of origin; and (v) the right to enforce the final judgment is not restricted by any limitation period. The

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general limitation period under Romanian law is of three years as of the moment the judgment is final and
enforceable.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Information Memorandum, as well as written and oral statements
that Romania and its representatives make from time to time in reports, filings, news releases, conferences,
teleconferences, web postings or otherwise, are or may be deemed to be forward-looking statements.
Statements that are not historical facts, including, without limitation, statements about Romania's beliefs and
expectations, are forward-looking statements. These statements are based on current plans, objectives,
assumptions, estimates and projections. When used in this Information Memorandum, the words
"anticipates", "estimates", "expects", "believes", "intends", "plans", "aims", "seeks", "may", "will", "should"
and any similar expressions generally identify forward-looking statements. Therefore, undue reliance should
not be placed on them. Forward-looking statements speak only as of the date on which they are made and
Romania undertakes no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. Romania cautions that a number of
important factors could cause actual results to differ materially from those contained in any 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
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 , 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
produced by other sources for a variety of reasons, including the use of different definitions, methodologies of
calculation and cut-off times.

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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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