Bond Romannia 6.125% ( XS3198384813 ) in EUR

Romannia

99.54 % ▼

Romania

XS3198384813 ( in EUR )

6.125% per year ( payment 1 time a year)

06/10/2037

Prospectus brochure of the bond Romania XS3198384813 en EUR 6.125%, maturity 06/10/2037

07/10/2026 ( In 270 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.

The Bond issued by Romannia ( Romania ) , in EUR, with the ISIN code XS3198384813, pays a coupon of 6.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/10/2037

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 FINANCE
EUR 90,000,000,000
Global Medium Term Note Programme
Under this EUR 90,000,000,000 global medium term note programme ("Programme") described in this information memorandum ("Information
Memorandum"), Romania acting through the Ministry of 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 90,000,000,000
(or the equivalent in other currencies).
This Information Memorandum does not comprise a prospectus for the purpose of the Prospectus Regulation (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 Regulation and in particular the
Luxembourg Commission de Surveillance du Secteur Financier ("CSSF"), in its capacity as competent authority for the purposes of the Prospectus
Regulation.
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
CORPORATE & INVESTMENT BANKING

Dealers

BARCLAYS
BNP PARIBAS
BofA SECURITIES

CITIGROUP
CRÉDIT AGRICOLE CIB
DAIWA CAPITAL MARKETS

DEUTSCHE BANK
ERSTE GROUP
GOLDMAN SACHS BANK EUROPE SE

HSBC
IMI INTESA SANPAOLO
ING

J.P. MORGAN
MIZUHO
MORGAN STANLEY

NOMURA
RAIFFEISEN BANK
SOCIÉTÉ GÉNÉRALE
INTERNATIONAL
CORPORATE & INVESTMENT BANKING

UNICREDIT

8 July 2025

TABLE OF CONTENTS
Page
OVERVIEW ....................................................................................................................................................... 1
RISK FACTORS ................................................................................................................................................ 7
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 .............................................................................................................................. 72
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................... 87
DESCRIPTION OF ROMANIA ...................................................................................................................... 91
THE ROMANIAN ECONOMY ..................................................................................................................... 112
FOREIGN TRADE AND BALANCE OF PAYMENTS ............................................................................... 133
MONETARY AND FINANCIAL SYSTEM .................................................................................................. 142
USE OF PROCEEDS ..................................................................................................................................... 222
TAXATION .................................................................................................................................................... 224
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................ 226
SUBSCRIPTION AND SALE ....................................................................................................................... 238
TRANSFER RESTRICTIONS ...................................................................................................................... 244
CLEARING AND SETTLEMENT ................................................................................................................ 246
OFFICIAL STATEMENTS ............................................................................................................................ 250
GENERAL INFORMATION ......................................................................................................................... 251

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 within the meaning of the Prospectus
Regulation (as defined below) nor an alleviated prospectus pursuant to Part III of the Luxembourg law of 16
July 2019 on prospectuses for securities (the "Luxembourg Prospectus Law"). Accordingly, this Information
Memorandum does not purport to meet the format and the disclosure requirements of the Prospectus Regulation
and it has not been and will not be, submitted for approval to any competent authority within the meaning of
the Prospectus Regulation 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.
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
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

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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
may 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.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Distributors should
take into consideration the target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 UK MiFIR 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 UK MIFIR Product Governance Rules.

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NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE "SFA") AND THE
SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF
SINGAPORE (THE "CMP REGULATIONS 2018") In connection with Section 309B of the SFA and the
CMP Regulations 2018, unless otherwise specified before an offer of Notes, the Issuer has determined, and
hereby notify all persons (including all relevant persons (as defined in Section 309A(1) of the SFA)), that all
Notes issued or to be issued under the Programme are `prescribed capital markets products' (as defined in the
CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment
Products).
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 advisers as it deems necessary.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed EUR 90,000,000,000 (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", "lei" 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, and references to the "Prospectus Regulation" mean Regulation (EU) 2017/1129.
As of the date of this Information Memorandum, the Programme has been rated "Baa3" by Moody's France
SAS ("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 S&P Global Ratings Europe Limited ("S&P") and "BBB-" by
Fitch Ratings Limited ("Fitch"). 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.

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NOTES ISSUED AS GREEN BONDS
None of the Issuer or the Dealers accept any responsibility for any social, environmental and sustainability
assessment of any Notes issued as Green Bonds or make any representation or warranty or assurance whether
such Notes will meet any investor expectations or requirements regarding such "ESG", "green", "sustainable",
"social" or similar labels (including in relation to, but not limited to, Regulation (EU) 2020/852 on the
establishment of a framework to facilitate sustainable investment (the "EU Taxonomy Regulation") and any
related technical screening criteria, or the optional disclosures for bonds marketed as environmentally
sustainable and for sustainability-linked bonds under Regulation (EU) 2023/2631 (the "EU Green Bond
Regulation"), Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector
("SFDR") and any implementing legislation and guidelines, or any similar legislation in the United Kingdom
or any market standards or guidance, including green bond principles or other similar principles or guidance
published by ICMA (the "ICMA Principles") or any requirements of such labels or market standards as they
may evolve from time to time.
None of the Dealers is responsible for (i) the use or allocation of proceeds for any Notes issued as Green Bonds,
(ii) the impact, monitoring or reporting in respect of such use of proceeds, or (iii) the alignment of the bond
with the Green Bond Framework or alignment of the Green Bond Framework with the applicable ICMA
Principles, (iv) nor do any of the Dealers undertake to ensure that there are at any time sufficient Eligible Green
Projects to allow for allocation of a sum equal to the net proceeds of the issue of such Green Bonds in full.
In addition none of the Issuer or Dealers are responsible for the assessment of the Green Bond Framework
including the assessment of the applicable eligibility criteria in relation to Green Bonds set out in therein. S&P
has issued a Second Party Opinion (defined below). The Second Party Opinion provides an opinion on certain
environmental and related considerations and is not intended to address any credit, market or other aspects of
an investment in any Notes, including without limitation market price, marketability, investor preference or
suitability of any security. The Second Party Opinion is a statement of opinion, not a statement of fact. No
representation or assurance is given by the Issuer or the Dealers as to the suitability or reliability of the Second
Party Opinion or any opinion, review or certification of any third party (including any post-issuance reports
prepared by an external reviewer) made available in connection with an issue of Notes issued as Green Bonds.
As at the date of this Information Memorandum, the providers of such opinions, reviews, certifications and
post-issuance reports are not subject to any specific regulatory or other regime or oversight. Whilst the EU
Green Bond Regulation has introduced a supervisory regime of external reviewers of European Green Bonds
this does not apply to external reviewers in respect of an issue of Green Bonds. The Second Party Opinion and
any other such opinion, review, certification or post-issuance report is not, nor should be deemed to be, a
recommendation by the Issuer or the Dealers, or any other person to buy, sell or hold any Notes and is current
only as of the date it is issued. Prospective investors must determine for themselves the relevance of the Second
Party Opinion and any opinion, review, certification or post-issuance report and/or the information contained
therein. The criteria and/or considerations that form the basis of the Second Party Opinion or any other opinion,
review, certification or post-issuance report may change at any time and the Second Party Opinion or any other
opinion, review, certification or post-issuance report may be amended, updated, supplemented, replaced and/or
withdrawn. The Green Bond Framework may also be subject to review and change and may be amended,
updated, supplemented, replaced and/or withdrawn from time to time and any subsequent version(s) may differ
from any description given in this Information Memorandum. The Green Bond Framework, the Second Party
Opinion and any other such opinion, review, certification or post-issuance report does not form part of, nor is
incorporated by reference in, this Information Memorandum.
See also the risk factor in this Information Memorandum headed "Risk Factors In respect of any Notes issued
as Green Bonds, there can be no assurance that such use of proceeds will be (or remain) suitable for the
investment criteria of an investor.". In the event any such Notes are, or are intended to be, listed, included on

iv

or admitted to trading on a dedicated "ESG", "green", "sustainable", "social" or other equivalently-labelled
segment of a stock exchange or securities market, no representation or assurance is given by the Issuer or
Dealers that such listing, inclusion or admission will be obtained or maintained for the lifetime of the Notes.
For the avoidance of doubt, neither the Green Bond Framework nor any second party opinion are, nor shall they
be deemed to be, incorporated in and/or form part of, this Information Memorandum and should not be relied
upon in connection with making any investment decision with respect to any Notes to be issued under the
Programme. Prospective investors should seek advice from their independent financial adviser or other
professional adviser regarding their purchase of any Notes or Green Bonds to be issued under the Programme
before deciding to invest.
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.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Romania reserves the right to plead sovereign immunity under the United States Foreign Sovereign Immunities
Act of 1976 (the "Foreign Sovereign Immunities Act") with respect to actions brought against it under United
States federal securities laws or any state securities laws, and Romania's appointment of the process agent has
not extended to such actions. Without a waiver of immunity by Romania with respect to such actions, it would
be impossible to obtain a United States judgment in an action against Romania unless a court were to determine
that Romania is not entitled under the Foreign Sovereign Immunities Act to sovereign immunity with respect
to that action. However, even if a United States judgment could be obtained, it may not be possible to enforce
in Romania such United States judgment.
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

v

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 on 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 ("hotrâre definitiv")
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
(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
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.

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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.
The Hague Choice of Court Convention applies exclusively to judgments of courts which have been rendered
based on an exclusive jurisdiction clause. Where the parties did not include an exclusive jurisdiction clause, the
rules set out in the Romanian Civil Procedure Code shall apply.
Under the Hague Choice of Court Convention, a final and conclusive judgment rendered in a state which is a
contracting party to the Hague Choice of Court Convention, other than Romania, would be enforced in Romania
provided that the conditions for enforcement are met, as follows: (i) it is enforceable in the state where the Non-
European Judgment was made; (ii) the Romanian competent court is provided with a complete and certified
copy of the judgment and if the judgement was given by default, the original or a certified copy of a document
establishing that the document which instituted the proceedings or an equivalent document was notified to the
defaulting party, and any documents necessary to establish that the judgment has effect or, where applicable, is
enforceable in the state of origin; (iii) the Romanian competent enforcement authority is provided with the
exclusive choice of court agreement, a certified copy thereof, or other evidence of its existence.
Under the Hague Choice of Court Convention, recognition or enforcement of judgments rendered in a
contracting state may be refused only if: (a) the agreement which included the exclusive choice of jurisdiction
was null and void under the law of the state of the chosen court, unless the chosen court has determined that the
agreement is valid; (b) one of the parties lacked the capacity to conclude the agreement which included the
exclusive choice of jurisdiction under the law of the requested state; (c) the document which instituted the
proceedings or an equivalent document, including the essential elements of the claim, (i) was not notified to the
defendant in sufficient time and in such a way as to enable him to arrange for his defence, unless the defendant
entered an appearance and presented his case without contesting notification in the court of origin, provided
that the law of the state of origin permitted notification to be contested; or (ii) was notified to the defendant in
the requested state in a manner that is incompatible with fundamental principles of the requested state
concerning service of documents; (d) the judgement was obtained by fraud in connection with a matter of
procedure; (e) recognition or enforcement would be manifestly incompatible with the public policy of the
requested state, including situations where the specific procedures leading to the judgement were incompatible
with fundamental principles of procedural fairness of that state; (f) the judgment is inconsistent with a
judgement given in the requested state in a dispute between the same parties; (g) the judgement is inconsistent
with an earlier judgement given in another state between the same parties on the same cause of action, provided
that the earlier judgement fulfils the conditions necessary for its recognition in the requested state; (h) the
judgment awards damages, including exemplary or punitive damages, that do not compensate a party for the
actual loss or harm suffered.
The procedure for recognition, declaration of enforceability or registration for enforcement, and the
enforcement of the judgement will be governed by the Romanian Civil Procedure Code. Recognition or
enforcement may be postponed or refused if the judgment made in a contracting state is the subject of review
in the state of origin or if the time limit for seeking ordinary review has not expired. A refusal does not prevent
a subsequent application for recognition or enforcement of the judgment. Romanian courts may refuse the
recognition or enforcement of a judgment made in a contracting state if, and to the extent that, the judgment
was based on a ruling on a matter excluded from the scope of the Hague Convention under Article 2, paragraph
2 of the Hague Convention (including without limitation matters relating to consumers, employment, the status
and legal capacity of natural persons, family law matters, maintenance obligations, insolvency, composition
and analogous matters, anti-trust (competition) matters, claims for personal injury brought by or on behalf of

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