Obligation Paname 4% ( US698299BD54 ) en USD

Paname

99.59 % ▼

Panama

US698299BD54 ( en USD )

4% par an ( paiement semestriel )

21/09/2024 - Obligation échue

Prospectus brochure de l'obligation Panama US698299BD54 en USD 4%, échue

698299BD5

L'Obligation émise par Paname ( Panama ) , en USD, avec le code ISIN US698299BD54, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/09/2024

Final Prospectus Supplement
424B5 1 d788677d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-196195

PROSPECTUS SUPPLEMENT
To prospectus dated June 30, 2014

U.S.$1,250,000,000
Republic of Panama
4.000% Global Bonds due 2024
The Republic of Panama (the "Republic" or "Panama") will pay interest on the 4.000% Global Bonds due 2024 (the "global bonds") on March 22 and September 22 of each year,
commencing on March 22, 2015. The global bonds will mature on September 22, 2024. The global bonds are direct, unconditional and general obligations of Panama and will rank
equally with Panama's existing and future indebtedness, but Panama will not have any obligation to effect equal or ratable payment or payments at any time with respect to any such
other indebtedness and, in particular, will have no obligation to pay other indebtedness at the same time or as a condition of paying sums due on the global bonds and vice versa. See
"Description of Global Bonds--Status of the Global Bonds" in this prospectus supplement. Panama has pledged its full faith and credit for the due and punctual payment of all
obligations of Panama in respect of the global bonds.
Panama may, at its option, redeem the global bonds, in whole or in part, before maturity, on not less than 30 nor more than 60 days' notice on the terms described under
"Description of the Global Bonds--Optional Redemption" in this prospectus supplement. The bond holders will not be entitled to the benefit of any sinking fund.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions regarding acceleration and future modifications to their terms that differ from
those applicable to the Republic's outstanding Public External Indebtedness issued prior to January 28, 2004. Under these provisions, which are described in the sections entitled
"Description of the Global Bonds--Default; Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus supplement and "Collective Action Securities" in the
accompanying prospectus, the Republic may amend the payment provisions of the global bonds and certain other terms with the consent of the holders of 75% of the outstanding
aggregate principal amount of the global bonds.
Application will be made to list the global bonds on the Official List of the Luxembourg Stock Exchange and to have such global bonds admitted to trading on the Euro MTF
Market.
See "Risk Factors" on page S-12 for a discussion of factors you should consider before investing in the global bonds.
This prospectus supplement together with the prospectus dated June 30, 2014 constitutes a prospectus for the purpose of the Luxembourg Law on prospectuses for securities dated
July 10, 2005.
Neither the United States Securities and Exchange Commission ("SEC") nor any other regulatory body has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The global bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its participants, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York, on or about, September 22, 2014.

Per Global Bond
Total

Public Offering Price(1)

99.275%
U.S.$1,240,937,500
Underwriting Discount

0.065%
U.S.$
812,500
Proceeds to the Republic of Panama

99.210%
U.S.$1,240,125,000
(1) Plus accrued interest, if any, from September 22, 2014.

BofA Merrill Lynch
Citigroup

The date of this prospectus supplement is September 15, 2014
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Final Prospectus Supplement
Table of Contents
Panama has only provided you with the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Panama has not authorized anyone to provide you with different information. Panama is not making an offer of
the global bonds in any jurisdiction where the offer is not permitted. You should not assume that the information provided by this
prospectus supplement or the accompanying prospectus as supplemented by this prospectus supplement is accurate as of any date other
than the date on the front of this prospectus supplement.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-3
Forward-Looking Statements
S-3
Sovereign Immunity
S-4
Certain Legal Restrictions
S-4
Summary
S-5
The Issuer
S-5
Selected Panamanian Economic Indicators
S-7
The Global Bonds
S-8
Risk Factors
S-12
Incorporation by Reference
S-15
Use of Proceeds
S-16
Recent Developments
S-17
Global Clearance and Settlement
S-50
Taxation
S-53
Underwriting
S-57
Validity of the Global Bonds
S-60
General Information
S-61
PROSPECTUS

Page
Where You Can Find More Information

3
Data Dissemination

4
Use of Proceeds

4
Debt Securities

5
Collective Action Securities

16
Warrants

19
Governing Law

20
Jurisdiction and Enforcement

20
Plan of Distribution

21
Selling Securityholders

23
Validity of the Securities

23
Official Statements

24
Authorized Representative

24
Glossary

24

S-2
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
The Republic of Panama, having made all reasonable inquiries, confirms that this prospectus supplement and the accompanying prospectus
and the documents incorporated by reference herein and therein together contain all information with respect to Panama and the global bonds that
is material in the context of the offering of the global bonds, and that such information is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed herein are honestly held and that, to the best of Panama's knowledge and belief, there are no
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Final Prospectus Supplement
other facts the omission of which would make any such information or the expression of any such opinions and intentions materially misleading.
Panama accepts responsibility accordingly.
Panama has only provided or incorporated by reference information in this prospectus supplement and the accompanying prospectus. Panama
has not authorized anyone else to provide you with any other information. You should not assume that the information in this prospectus
supplement or the accompanying prospectus, or the information Panama has previously filed with the SEC and incorporated by reference in this
prospectus supplement and the accompanying prospectus, is accurate as of any date other than their respective dates. Panama's economic, fiscal or
political circumstances may have changed since such dates. Later information that Panama files with the SEC updates and supersedes earlier
information that is filed.
Panama is not offering to sell or soliciting offers to buy any securities other than the global bonds offered under this prospectus supplement
and the accompanying prospectus, nor is Panama offering to sell or soliciting offers to buy the global bonds in places where such offers are not
permitted by applicable law.
The global bonds described in this prospectus supplement are debt securities of Panama being offered under Registration Statement Nos.
333-163050 and 333-196195 filed with the SEC under the U.S. Securities Act of 1933, as amended (collectively, the "registration statement"); the
accompanying prospectus is part of the registration statement. The accompanying prospectus provides you with a general description of the
securities that Panama may offer, and this prospectus supplement contains specific information about the terms of this offering and the global
bonds. This prospectus supplement also adds, updates or changes information provided or incorporated by reference in the accompanying
prospectus. Consequently, before you invest, you should read this prospectus supplement together with the accompanying prospectus as well as the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Those documents contain information
regarding Panama, the global bonds and other matters. The registration statement, any post-effective amendments thereto, the various exhibits
thereto and the documents incorporated therein by reference contain additional information about Panama and the global bonds. All such
documents may be inspected at the office of the SEC. Certain terms used but not defined in this prospectus supplement are defined in the
prospectus.
References to "U.S.$" or "$" in this prospectus supplement are to U.S. dollars.
References to the "Republic" or "Panama" are to the Republic of Panama.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the global bonds in certain jurisdictions
may be restricted by law. Persons who receive copies of this prospectus supplement and the accompanying prospectus should inform themselves
about and observe any such restrictions. See "Underwriting" in this prospectus supplement.
FORWARD-LOOKING STATEMENTS
Panama has made forward-looking statements in this prospectus supplement and the accompanying prospectus. Statements that are not
historical facts are forward-looking statements. These statements are based on Panama's current plans, estimates, assumptions and projections.
Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and Panama
undertakes no obligation to update any of them in light of new information or future events.

S-3
Table of Contents
Forward-looking statements involve inherent risks. Panama cautions you that many factors could affect the future performance of the
Panamanian economy. These factors include, but are not limited to:

·
interest rates in the United States and financial markets outside Panama;

·
political or governmental developments in Panama;

·
unintended consequences resulting from the implementation of economic or tax policies;

·
the imposition of trade barriers;

·
general economic and business conditions in Panama and the global economy;

·
the ability of the Panama Canal to remain a competitive route for inter-oceanic transportation;

·
hostilities or political unrest in other countries that may affect international trade, commodity prices and the global

economy; and

·
the occurrence of natural disasters.
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Final Prospectus Supplement
SOVEREIGN IMMUNITY
Panama is a foreign sovereign state. Consequently, your ability to sue and enforce judgments against Panama may be limited. For more
information, see "Jurisdiction and Enforcement" in the accompanying prospectus.
CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the offering of the global bonds, and the transactions contemplated by the offering, may be restricted
by law in certain jurisdictions. If materials relating to the offering of the global bonds come into your possession, you are required by Panama to
inform yourself of and to observe all of these restrictions. The materials relating to the offering of the global bonds 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 offering be made by a licensed broker or dealer and either of the Underwriters, or any affiliate of either Underwriter, is a licensed broker or
dealer in that jurisdiction, the offering of the global bonds shall be deemed to be made by such Underwriter or such affiliate on behalf of Panama in
that jurisdiction.

S-4
Table of Contents
SUMMARY
This summary should be read as an introduction to this prospectus supplement and the accompanying prospectus. Any decision to invest
in the global bonds by an investor should be based on consideration of this prospectus supplement and the accompanying prospectus as a
whole.
The Issuer
Overview
Panama is located on the narrowest point of the Central American isthmus, which connects the continents of North America and South
America. It has a coastline of approximately 1,868 miles on the Caribbean Sea and Pacific Ocean, and is bordered on the east by Colombia
and on the west by Costa Rica. Panama has a national territory of approximately 29,157 square miles situated within its coastline and 345
miles of land borders, and includes numerous coastal islands. The Panama Canal, which connects the Atlantic and Pacific Oceans, bisects the
country running northwest to southeast.
As of December 31, 2013, Panama had an estimated population of 3.8 million and a population density of 51.9 people per square
kilometer. The Panama Province, the Republic's largest province, is estimated to have comprised 51.7% of Panama's total population, and the
Colón Province, located at the northern terminus of the Panama Canal, is estimated to have comprised 7.0% of the total population, at that
date.
Government
Panama is a republic with a representative form of government. In 1972, the original version of the current Constitution was adopted (the
fourth in Panama's history), setting forth the structure of the Government, individual and collective rights and duties, and the division of
powers among the executive, legislative and judicial branches.
Executive power is vested in the President and the presidentially appointed Ministers, who constitute the Cabinet. The President and the
Vice President are each elected by direct, universal suffrage for a term of five years. The President and the Vice President may not be reelected
to the same office within ten years after the expiration of their term. In the event the President is unable to finish a term, the Vice President
would succeed to the presidency.
National legislative power is vested in the National Assembly, referred to as the Assembly, Panama's unicameral legislative body. The
number of electoral circuits, each comprising an average of approximately 57,000 persons, determines the number of legislators; the Assembly
currently has 71 seats. The full Assembly is elected by universal suffrage every five years. Members of the Assembly are not subject to limits
on the number of terms in office to which they may be elected. The Assembly has, among other powers, the authority to enact legislation,
ratify treaties, approve the budget and ratify the appointment of the Comptroller General, the Attorney General and justices of the Supreme
Court of Justice, referred to as the Supreme Court.
Judicial power is vested in the Supreme Court and various lower tribunals. The President appoints the nine justices of the Supreme Court
for staggered ten-year terms, subject to ratification by the Assembly. Lower court judges are appointed by the Supreme Court. The judicial
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Final Prospectus Supplement
branch prepares its own budget and sends it to the executive branch for inclusion in the general budget presented to the Assembly for
approval. The Supreme Court is the final court of appeal and has the power to declare null and void laws, regulations or other acts of the
executive or legislative branches that conflict with the Constitution.
Panama is administratively divided into 10 provinces and three territories. In each province, executive power is exercised by a governor
who is appointed by the President. There are no provincial legislative or judicial bodies. Provincial governments do not have their own
independent budgets. Within each province are municipalities that are, in turn, divided into precincts. Each municipality has a municipal
council and a mayor who exercises executive

S-5
Table of Contents
power. Mayors and members of municipal councils are elected by direct, universal suffrage for five-year terms. Municipalities levy and collect
municipal taxes and adopt their own budgets for financing local projects.
On May 4, 2014 Panama held general elections for the posts of president, members of the Assembly and other regional posts. The
incumbent vice-president, Juan Carlos Varela, was elected President with 39.08% of the vote obtained by the "El Pueblo Primero" alliance
composed of the Partido Popular and Partido Panameñista. President Varela took office on July 1, 2014. In the Assembly, 30 seats belong to
Cambio Democrático, 25 seats belong to the Partido Revolucionario Democrático (PRD), 12 seats belong to the Partido Panemeñista, two
seats belong to the Partido Molirena, one seat belongs to Partido Popular and one representative has no party affiliation. There are 71 seats in
the Assembly. There are 14 representative who currently cannot take a seat in the Assembly due to disputes before the Electoral Tribunal for
actions taken in the May 4, 2014 election.

S-6
Table of Contents
Selected Panamanian Economic Indicators(1)
The following table sets forth Panama's principal economic indicators for the years 2009 through 2013:

2009(R)

2010(R)

2011(R)

2012(P)

2013(P)
Economic Data:

GDP (millions, nominal dollars)

$ 25,925

$ 28,814

$ 33,271

$ 37,956

$ 42,648
GDP (millions, constant dollars)(2)

$ 23,970

$ 25,373

$ 28,106

$ 30,986

$ 33,573
GDP (% change, constant dollars)(2)

4.0%

5.9%

10.8%

10.2%

8.4%
Service Sector (% change, constant dollars)(2)(3)

5.1%

6.6%

10.3%

8.4%

5.9%
Other (% change, constant dollars)(2)(4)

0.2%

3.3%

12.3%

16.8%

16.4%
GDP Per Capita (constant dollars)(2)

$ 6,658

$ 6,929

$ 7,548

$ 8,181

$ 8,719
Population (millions)

3.60

3.66

3.72

3.79

3.85
CPI--Period Average (% change)

2.4%

3.5%

5.9%

5.7%

4.0%
Unemployment

6.6%

6.5%

4.5%

4.1%

4.1%
Public Finance:

Total Consolidated Non-Financial Public Sector
Revenues (millions)

$ 6,125

$ 6,874

$ 7,762

$ 9,013

$ 9,909
Total Consolidated Non-Financial Public Sector
Expenditures (millions)(5)

$ 6,378

$ 7,385

$ 8,465

$ 9,564

$ 11,128
Overall Surplus (Deficit) (millions)

$
(253)
$
(512)
$
(703)
$
(551)
$ (1,219)
As % of Current GDP

(1.0)%

(1.8)%

(2.1)%

(1.5)%

(2.9)%
Central Government Surplus (Deficit) (millions)

$
(357)
$
(683)
$ (1,108)
$ (1,029)
$ (1,789)
As % of Current GDP

(1.4)%

(2.4)%

(3.3)%

(2.7)%

(4.2)%
Public Debt (at December 31):

Internal Debt (millions)

$
822

$ 1,191

$ 1,904

$ 3,483

$ 3,453
External Debt (millions)

$ 10,150

$ 10,438

$ 10,910

$ 10,782

$ 12,231
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Public Debt (as % of Current GDP)

Internal Debt

3.2%

4.1%

5.7%

9.2%

8.1%
External Debt

39.2%

36.2%

32.8%

28.4%

28.7%
Total Public Debt (millions)

$ 10,972

$ 11,629

$ 12,814

$ 14,265

$ 15,684
Trade Data:

Exports (f.o.b.) Goods(6)(7) (millions)

$ 12,038

$ 12,675

$ 16,926

$ 18,872

$ 17,505
Imports (c.i.f.) Goods(6)(7) (millions)

$(14,218)
$(17,218)
$(24,143)
$(25,413)
$(24,256)
Merchandise Trade Balance(7) (millions)

$ (2,180)
$ (4,543)
$ (7,217)
$ (6,541)
$ (6,751)
Current Account Surplus(7) (Deficit) (millions)

$
(179)
$ (2,765)
$ (4,993)
$ (3,816)
$ (4,806)
Overall Balance of Payments Surplus (Deficit)(7)
(millions)

$
153

$
289

$
(420)
$
93

$
943
Total Official Reserves (at December 31) (millions)

$ 2,643

$ 2,173

$ 1,772

$ 2,137

$ 2,412

(R) Revised figures.
(P)
Preliminary figures.
(1)
All monetary amounts in millions of U.S. dollars at current prices, unless otherwise noted.
(2)
Constant GDP figures are based on 2007 constant dollars.
(3)
Including real estate, public administration, commerce, restaurants and hotels, financial services, the Colón Free Trade Zone (or the
"CFZ"), the Panama Canal, transportation and communications, public utilities and other services.
(4)
Including mining, manufacturing, agriculture and construction.
(5)
Including interest payments.
(6)
Including the CFZ.
(7)
Figures have been calculated pursuant to the fifth edition of the Balance of Payments Manual prepared by the IMF.
Sources: Office of the Comptroller General, Banco Nacional de Panamá ("BNP") and Ministry of Economy and Finance.

S-7
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The Global Bonds

Issuer
Republic of Panama.

Securities Offered
4.000% Global Bonds due 2024.

Aggregate Principal Amount
U.S.$1,250,000,000.

Maturity Date
September 22, 2024.

Issue Price
U.S.$992.75 per U.S.$1,000 principal amount plus accrued interest, if any, from
September 22, 2014.

Interest Rate
4.000% per annum, computed on the basis of a 360-day year, consisting of twelve 30-
day months.

Interest Payment Dates
Semi-annually in arrears on March 22 and September 22 of each year. The first interest
payment date for the global bonds will be on March 22, 2015 and such payment will
include interest from September 22, 2014.

Use of Proceeds
The net proceeds from the sale of the global bonds will be approximately
U.S.$1,239,989,000 after deduction of the underwriting discount and the net expenses
payable by Panama, estimated to be $136,000. Panama will use the proceeds to fund
2014 budgetary expenditures and may use a portion for pre-funding of the 2015 budget.

Collective Action Clauses
The global bonds will be designated Collective Action Securities and, as such, contain
provisions regarding acceleration and voting on amendments, modifications, changes
and waivers that differ from those applicable to Panama's outstanding Public External
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Indebtedness issued prior to January 28, 2004. These provisions are commonly referred
to as "collective action clauses". Under these provisions, Panama may amend certain
key terms of the bonds, including the maturity date, interest rate and other payment
terms, with the consent of the holders of not less than 75% of the outstanding aggregate
principal amount of the global bonds. See "Description of the Global Bonds--Default;
Acceleration of Maturity" and "--Amendments and Waivers" in this prospectus
supplement and "Collective Action Securities" in the accompanying prospectus.

Redemption or Sinking Fund
The global bonds will be subject to redemption at the option of Panama before maturity.
See "Description of the Global Bonds--Optional Redemption" in this prospectus
supplement. The global bonds will not be entitled to the benefit of any sinking fund.

Status
The global bonds will constitute, direct, unconditional and general obligations of
Panama, and the global bonds will rank equally in right of payment with all other
indebtedness issued in accordance with the

S-8
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fiscal agency agreement and with all other unsecured and unsubordinated Indebtedness
of Panama, but Panama will have no obligation to effect equal or ratable payment or
payments at any time with respect to any such other indebtedness and, in particular, will
have no obligation to pay other indebtedness at the same time or as a condition of

paying sums due on the Notes and vice versa. Panama has pledged its full faith and
credit for the due and punctual payment of principal of and interest on the bonds and all
other amounts due and payable under the global bonds. See "Description of the Global
Bonds--Status of the Global Bonds" in this prospectus supplement.

Denominations
The global bonds will be issued in denominations of U.S.$200,000 and integral
multiples of U.S.$1,000 in excess thereof.

Risk Factors
Risk factors relating to the global bonds:

· The price at which the global bonds will trade in the secondary market is

uncertain.

· The global bonds will contain provisions that permit Panama to amend the

payment terms without the consent of all holders.

· The global bonds specify that while the global bonds will rank equally with
Panama's other existing and future indebtedness, Panama shall have no obligation

to effect equal or ratable payment(s) at any time to the holders of the global bonds
in proportion to payments made with respect to any other indebtedness.

· Recent United States federal court decisions in New York create uncertainty

regarding the meaning of ranking provisions and could potentially reduce or hinder
the ability of sovereign issuers, including Panama, to restructure their debt.

Risk factors relating to Panama:

· Panama is a foreign sovereign state and accordingly it may be difficult to obtain or

enforce judgments against it.

· Certain economic risks are inherent in any investment in an emerging market

country such as Panama.

· Panama's U.S. dollar monetary arrangements impose constraints on fiscal and

monetary policies and on its ability to finance deficits.

· An adverse change in Panama's debt-to-GDP ratio could increase the burden of

servicing Panama's debt.

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· Panama's economy remains vulnerable to external shocks, including the recent
global economic crisis and those that could be caused by future significant

economic difficulties of its major regional trading partners or by more general
"contagion" effects, which could have a material adverse effect on Panama's
economic growth and its ability to service its public debt.

S-9
Table of Contents
Further Issues
From time to time, without the consent of holders of the global bonds, and subject to the
required approvals under Panamanian law, Panama may create and issue additional debt
securities with the same terms and conditions as those of the global bonds (or the same
except for the amount of the first interest payment and the issue price), provided that
such additional debt securities do not have, for purposes of U.S. federal income taxation
(regardless of whether any holders of such debt securities are subject to the U.S. federal
tax laws), a greater amount of original issue discount than the global bonds have as of
the date of issuance of such additional debt securities. See "Description of the Global
Bonds--Further Issues of the Bonds" in this prospectus supplement and "Collective
Action Securities" in the accompanying prospectus.

Form
The global bonds will be represented by one or more book-entry securities in fully
registered form, without coupons, and are and will be registered in the name of, and
deposited with a custodian for, DTC. Beneficial interests in the global bonds will be
shown on, and transfer thereof will be effected only through, records maintained by
DTC and its participants, unless certain contingencies occur, in which case the global
bonds will be issued in definitive form. See "Description of the Global Bonds--
Definitive Bonds" in this prospectus supplement.

Book-Entry System
Upon the issuance of the global bonds as book-entry securities, DTC or its nominee will
credit on its book-entry registration and transfer system the respective principal amounts
of the global bonds represented by the book-entry securities to the accounts of
institutions ("DTC participants") that have accounts with DTC or its nominee that the
underwriter designates. Ownership of beneficial interests in the book-entry securities
will be limited to DTC participants or persons that may hold interests through DTC
participants. Ownership of beneficial interests in the book-entry securities will be shown
on, and the transfer of that ownership will be effected only through, records maintained
by DTC or its nominee (with respect to interests of DTC participants) and on the records
of DTC participants (with respect to interests of persons other than DTC participants).
Investors may elect to hold interests in the global bonds through any of DTC, Euroclear
Bank S.A./N.V., as operator of the Euroclear System plc ("Euroclear"), and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), if they are participants of such
systems, or indirectly through organizations which are participants in such systems.

Fiscal Agent
The global bonds will be issued pursuant to a fiscal agency agreement, dated as of
September 26, 1997, as amended as of September 4, 2003, between Panama and The
Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank, N.A.), as
fiscal agent, paying agent, transfer agent and registrar.

Taxation
For a discussion of the Panama and United States tax consequences associated with the
global bonds, see "Taxation--Panama Taxation" and "--United States Federal Income
Taxation" in this prospectus

S-10
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Final Prospectus Supplement
Table of Contents
supplement and "Debt Securities--Tax Withholding; Payment of Additional Amounts"
in the accompanying prospectus. Investors should consult their own tax advisors in

determining the non-U.S., U.S. federal, state, local and any other tax consequences to
them of the purchase, ownership and disposition of the global bonds.

Payment of Principal and Interest
Principal of and interest on the bonds and any other amounts due with respect to the
bonds will be payable in U.S. dollars or other legal tender of the United States. As long
as the global bonds are in the form of book-entry securities, payment of principal and
interest to investors will be made through the facilities of DTC.

Negative Pledge
The global bonds will contain certain covenants, including restrictions on the incurrence
of certain Liens. See "Debt Securities--Negative Pledge" in the accompanying
prospectus.

Events of Default
The global bonds will contain events of default the occurrence of which may result in
the acceleration of Panama's obligations under the global bonds prior to maturity upon
notice by holders of at least 25% of the aggregate principal amount of the aggregate of
the outstanding global bonds. See "Description of the Global Bonds--Default;
Acceleration of Maturity" in this prospectus supplement.

Governing Law
The global bonds will be governed by the laws of the State of New York except with
respect to their authorization and execution, which will be governed by the laws of the
Republic of Panama.

Listing
Application will be made to list the global bonds on the Official List of the Luxembourg
Stock Exchange and to have such global bonds admitted to trading on the Euro MTF
Market.

Security Identifiers
ISIN: US698299BD54

Common Code: 111287791

CUSIP: 698299 BD5

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RISK FACTORS
This section describes certain risks associated with investing in the global bonds. You should consult your financial and legal advisors about
the risk of investing in the global bonds. Panama disclaims any responsibility for advising you on these matters.
Risk Factors Relating to the Global Bonds
The price at which the global bonds will trade in the secondary market is uncertain.
Panama has been advised by the underwriters that they intend to make a market in the global bonds but are not obligated to do so and may
discontinue market making at any time without notice. Application will be made to list the global bonds on the Luxembourg Stock Exchange and
to have the global bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. No assurance can be given as to the
liquidity of the trading market for the global bonds. The price at which the global bonds will trade in the secondary market is uncertain. In addition,
Government-related entities in Panama may, from time to time, purchase a portion of the global bonds, further reducing the amount of global
bonds outstanding and reducing the liquidity of the secondary markets for the global bonds.
The global bonds will contain provisions that permit Panama to amend the payment terms without the consent of all holders.
The global bonds will contain provisions regarding acceleration and voting on future amendments, modifications and waivers, which are
commonly referred to as "collective action clauses." Under these provisions, certain key terms of the global bonds may be amended, including the
maturity date, interest rate and other payment terms, with the consent of the holders of 75% of the outstanding aggregate principal amount of the
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Final Prospectus Supplement
global bonds. See "Description of the Global Bonds--Amendments and Waivers" in this prospectus supplement and "Collective Action Securities"
in the accompanying prospectus.
The global bonds specify that while the global bonds will rank equally with Panama's other existing and future indebtedness, Panama shall
have no obligation to effect equal or ratable payment(s) at any time to the holders of the global bonds in proportion to payments made with
respect to any other indebtedness.
In ongoing litigation in federal courts in New York captioned NML Capital, Ltd. v. Republic of Argentina, the U.S. Court of Appeals for the
Second Circuit has ruled that the equal payment obligation clause in bonds issued by Argentina prevents Argentina from making payments in
respect of certain performing bonds issued in a restructuring of Argentina's debt unless it makes pro rata payments on defaulted debt that ranks
pari passu with the performing bonds.
If Panama were to breach the equal ranking clause set forth in the "Description of Global Bonds--Status of the Global Bonds" in this
prospectus supplement, you may be able to accelerate your global bonds, but you would not be entitled to payment in an equal proportion to
payments made on Panama's other indebtedness.
Recent United States federal court decisions in New York create uncertainty regarding the meaning of ranking provisions and could
potentially reduce or hinder the ability of sovereign issuers, including Panama, to restructure their debt.
In ongoing litigation in federal courts in New York captioned NML Capital, Ltd. v. Republic of Argentina, the U.S. Court of Appeals for the
Second Circuit has ruled that the ranking clause in bonds issued by Argentina prevents Argentina from making payments in respect of certain
performing bonds issued in a restructuring of Argentina's debt unless it makes pro rata payments on defaulted debt that ranks pari passu with the
performing bonds and has upheld the use of equitable remedies to enforce that decision. The U.S. Supreme court declined to hear an appeal of the
decision.

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Panama believes and always has intended that the equal ranking clause appearing in other securities previously issued by Panama would
permit it to redeem or to make principal and interest payments in respect of some of its external debt without making ratable payments in respect of
other external debt. Panama cannot predict whether or in what manner the courts will apply the NML decision to the equal ranking clause in
Panama's other bonds, whether similar equitable relief would be granted or whether the decisions of bondholders voting on any debt restructuring
or distressed debt management transactions that may occur will be affected. See "Debt Securities--Default," "--Acceleration of Maturity," --
Collective Action Securities" and "--Meetings and Amendments--Voting; Quorum (Collective Action Securities)" in the accompanying
prospectus, which appears in three quarters of Panama's outstanding securities Under certain scenarios Panama may be hindered in its ability to
make non-pro-rata payments in respect of restructured debt exchanged for its other indebtedness, which may in turn have a material impact on
Panama's ability to effect a restructuring of its indebtedness.
Risk Factors Relating to Panama
Panama is a foreign sovereign state and accordingly it may be difficult to obtain or enforce judgments against it.
Panama is a foreign sovereign state. As a result, it may be difficult or impossible for investors to obtain or enforce judgments against
Panama, whether in an investor's own jurisdiction or elsewhere. See "Jurisdiction and Enforcement" in the accompanying prospectus.
Certain economic risks are inherent in any investment in an emerging market country such as Panama.
Investing in an emerging market country such as Panama carries economic risks. These risks include many different factors that may affect
Panama's economic results, including the following:

·
interest rates in the United States and financial markets outside Panama;

·
changes in economic or tax policies;

·
the imposition of trade barriers;

·
general economic and business conditions in Panama and the global economy;

·
the ability of the Panama Canal to remain a competitive route for inter-oceanic transportation;

·
risks arising from revenue concentration among major industry sectors, such as transport, tourism and financial services;

·
hostilities or political unrest in other countries that may affect international trade, commodity prices and the global

economy; and

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