Obligation Republic of Peru 4.125% ( US715638BU55 ) en USD

Republic of Peru

99.87 % ▼

Perou

US715638BU55 ( en USD )

4.125% par an ( paiement semestriel )

24/08/2027

Prospectus brochure de l'obligation Peru US715638BU55 en USD 4.125%, échéance 24/08/2027

715638BU5

25/08/2026 ( Dans 143 jours )

Gouvernement souverain du Pérou accédant aux marchés internationaux pour soutenir sa croissance et ses réformes économiques.

L'Obligation émise par Republic of Peru ( Perou ) , en USD, avec le code ISIN US715638BU55, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/08/2027

PROSPECTUS SUPPLEMENT
(To prospectus dated August 18, 2015)

Republic of Peru
U.S.$1,250,000,000 4.125% U.S. Dollar-Denominated
Global Bonds Due 2027

The bonds will bear interest at the rate of 4.125% per year, accruing from August 25, 2015. Interest on the bonds is payable on February 25 and
August 25 of each year, beginning on February 25, 2016. The final maturity of the bonds will be August 25, 2027. The bonds are not redeemable
prior to maturity.
The bonds will be direct, general, unconditional, unsubordinated and unsecured obligations of Peru. The bonds will rank equally, without any
preference among themselves, with all of Peru's other existing and future unsecured and unsubordinated obligations relating to external indebtedness
of Peru, as described in "Description of the Securities -- Debt Securities -- Defined Terms" in the accompanying prospectus.
The bonds will contain provisions regarding acceleration and future modifications to their terms, including "collective action clauses". Under
these provisions, which differ from the terms of Peru's external indebtedness issued prior to August 6, 2015 and which are described in the section
entitled "Description of the Bonds--Collective Action Clauses," "Description of the Bonds--Meetings, Amendments and Waivers--Collective
Action" in this prospectus supplement and the sections entitled "Description of the Securities--Debt Securities--Default; Acceleration of Maturity,"
"Description of the Securities--Debt Securities--Collective Action Clauses" and "Description of the Securities--Debt Securities--Meetings,
Amendments and Waivers--Collective Action" in the accompanying prospectus, Peru may amend the payment provisions of the bonds and other
reserve matters listed in the indenture with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the
aggregate principal amount outstanding of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed
modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 66 2/3% of the aggregate principal amount
of the outstanding securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal
amount of the outstanding securities of each series affected by the proposed modification, taken individually.
Application has been made to list the bonds on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
This prospectus supplement constitutes a prospectus for the purpose of part IV of the Luxembourg law dated July 10, 2005 on prospectus for
securities, as amended.

Per Bond
Total

Public offering price ................................................................................
9..
9...
7..
6 ..
6 ...
% . ...
U.S.$1,247,075,000
Underwriting fee(1)....................................................................................
0...
1..
5 ..
0 ...
% . .
U.S.$1,875,000
Proceeds to Peru (before expenses and the underwriting fee)(2) ..................
9..
9...
7..
6 ..
6 ...
% . .
U.S.$1,247,075,000

(1) See "Underwriting".
(2) See "Use of Proceeds".
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS
IMPLEMENTED DIRECTIVE 2003/71/EC (THE ``PROSPECTUS DIRECTIVE'') MUST BE ADDRESSED TO QUALIFIED
INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
The underwriters are offering the bonds subject to various conditions. The underwriters delivered the bonds to purchasers on August 25, 2015,
through the book-entry facilities of The Depository Trust Company, or DTC, and its direct or indirect participants including Euroclear S.A./N.V., or
Euroclear, and Clearstream Banking, société anonyme, or Clearstream.

Global Coordinators and Bookrunners

Citigroup
J.P. Morgan

October 14, 2015

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus,
including the information incorporated by reference. We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing or incorporated by reference in this prospectus supplement and the
accompanying prospectus is accurate only as of its date.
TABLE OF CONTENTS
Prospectus Supplement
Page

About this Prospectus Supplement and the Accompanying Prospectus ........................................................................................... S-1
Forward-Looking Statements ......................................................................................................................................................... S-2
Sovereign Immunity ....................................................................................................................................................................... S-3
Certain Legal Restrictions .............................................................................................................................................................. S-4
Summary ....................................................................................................................................................................................... S-5
The Offering .................................................................................................................................................................................. S-7
Recent Developments..................................................................................................................................................................... S-9
Use of Proceeds ........................................................................................................................................................................... S-33
Description of the Bonds .............................................................................................................................................................. S-33
United States Federal Income Tax Considerations for United States persons ................................................................................. S-40
Peru Taxation............................................................................................................................................................................... S-42
European Union Directive on the Taxation of Savings Income ...................................................................................................... S-42
Underwriting................................................................................................................................................................................ S-43
Validity of the Bonds ................................................................................................................................................................... S-45
General Information ..................................................................................................................................................................... S-45
Annex A Republic of Peru: Global Public Sector External Debt ................................................................................................. A-1

Prospectus
Page

About this Prospectus ......................................................................................................................................................................... i
Forward-Looking Statements ............................................................................................................................................................. i
Data Dissemination ........................................................................................................................................................................... ii
Use of Proceeds ................................................................................................................................................................................. 1
Debt Record ....................................................................................................................................................................................... 1
Description of the Securities ............................................................................................................................................................... 1
Taxation .......................................................................................................................................................................................... 21
Plan of Distribution .......................................................................................................................................................................... 28
Official Statements........................................................................................................................................................................... 29
Validity of the Securities .................................................................................................................................................................. 29
Authorized Representative ............................................................................................................................................................... 30
Where You Can Find More Information ........................................................................................................................................... 30

Through and including September 27, 2015 (the 40th day after the date of this prospectus supplement), all dealers
effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus
and prospectus supplement. This is in addition to a dealer's obligation to deliver a prospectus and prospectus supplement
when acting as an underwriter and with respect to an unsold allotment or subscription.

i

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference information you should
consider when making your investment decision. You should rely only on the information provided or incorporated by reference in
this prospectus supplement and the accompanying prospectus, which should be read together. References in this prospectus
supplement to "we," "us," "our" and "Peru" are to the Republic of Peru.
We are furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective investors in
connection with their consideration of a purchase of bonds. After having made all reasonable queries, we confirm that:
· the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
is true and correct in all material respects and is not misleading as of the date of this prospectus supplement or the
accompanying prospectus;
· changes may occur in our affairs after the date of this prospectus supplement and the accompanying prospectus;
· certain statistical information included in this prospectus supplement and the accompanying prospectus reflects the most
recent reliable data readily available to us as of the date hereof;
· we hold the opinions and intentions expressed in the accompanying prospectus, this prospectus supplement and any
document incorporated by reference in this prospectus supplement and the accompanying prospectus, as superseded in
this prospectus supplement;
· to the best of our knowledge and belief, we have not omitted other facts, the omission of which makes this prospectus
supplement and the accompanying prospectus, as a whole, misleading; and
· we accept responsibility for the information we have provided or incorporated by reference in this prospectus supplement
and the accompanying prospectus.
Prospective investors should rely on the information provided in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. No person is authorized
to make any representation or give any information not contained in this prospectus supplement, the accompanying prospectus or the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Any such representation or
information not contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in
this prospectus supplement and the accompanying prospectus must not be relied upon as having been authorized by us or the
underwriters. Please see "General Information -- Where You Can Find More Information" for information on the documents that are
incorporated by reference in this prospectus supplement and the accompanying prospectus.
We are not offering to sell any securities other than the bonds offered under this prospectus supplement. We are not offering
to sell the bonds in places where such offers are not permitted by applicable law. You should not assume that the information
contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other
than their respective dates.
The bonds described in this prospectus supplement are debt securities of Peru being offered under registration statement no.
333-205678, filed with the SEC under the U.S. Securities Act of 1933, as amended, or the Securities Act. The accompanying
prospectus is part of that registration statement. The accompanying prospectus provides you with a general description of the
securities that we may offer, and this prospectus supplement contains specific information about the terms of the offering and the
bonds. This prospectus supplement together with the accompanying prospectus may only be used for the purpose for which they have
been published. Before you invest, you should read this prospectus supplement and the accompanying prospectus, together with
additional information described under "Where You Can Find More Information" in the accompanying prospectus.
As used in this prospectus supplement, the term "business day" means any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or
Lima, Peru.
S-1

FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus supplement. Forward-looking statements are statements that are
not historical facts. These statements are based on our 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 we undertake no obligation to
update any of them in light of new information or future events.
Forward-looking statements involve inherent risks. We caution you that many factors could affect the future performance of
the Peruvian economy. These factors include, but are not limited to:
· external factors, such as:
· interest rates in financial markets outside Peru;
· changes in Peru's credit ratings;
· changes in import tariffs and exchange rates;
· changes in international commodity prices;
· recession, low economic growth or economic contraction affecting Peru's trading partners;
· deterioration in the economic condition of Peru's neighboring countries;
· a liquidity contraction in the international financial markets; volatility in equity, debt or foreign exchange markets,
which could lead to domestic volatility, declines in foreign direct and portfolio investment and potentially lower
international reserves;
· international hostilities; and
· the decisions of international financial institutions, such as the International Monetary Fund, or IMF, the Inter-
American Development Bank, or IADB, the International Bank for Reconstruction and Development, or IBRD, the
World Bank, or the Andean Development Corporation, or CAF, regarding the terms of their lending and financial
assistance to Peru; and
· internal factors, such as:
· deterioration in general economic and business conditions in Peru;
· social, political or military events in Peru;
· increase in crime rates;
· natural events, such as climatic changes, earthquakes and floods;
· reduction in foreign currency reserves;
· reduction in fiscal revenue;
· reduced levels of foreign direct investment;
· the ability of the government to enact key economic reforms;
· higher domestic debt;
· increased rates of domestic inflation;
· the level of foreign direct and portfolio investment in Peru; and
prevailing Peruvian domestic interest rates.
·

S-2

SOVEREIGN IMMUNITY
Peru is a sovereign state. Consequently, it may be difficult for you to obtain or realize upon judgments of courts in the United
States against Peru. Among other requirements, the execution by a Peruvian court of a judgment ordering payment by Peru of any
principal or interest arising from the bonds will be subject to availability of funds according to the statute passed by the Peruvian
Congress setting forth the budget corresponding to the fiscal year in which such payment is due.
Limitations Imposed by Budget Laws to Satisfy Payments on the Bonds
A final judgment against Peru ordering payment on the bonds is subject to Peruvian budget regulations. Pursuant to the
Budget National System General Law (Ley General del Sistema Nacional de Presupuesto) and the Public Sector Budget Law for
Fiscal Year 2015 (Ley de Presupuesto del Sector Público para el Año Fiscal 2015), payments of judgments, arbitral awards,
conciliation minutes or direct treatment agreements are subject to the following process:
· between 3% and 5% of the budget corresponding to the Ministry of Economy and Finance may be allocated towards
payments and judgments;
· payments must be made by each governmental entity (in our case, the Ministry of Economy and Finance) from its
respective bank account, taking into account all mandatory priorities;
· in case the judgment payment orders exceed the 3% threshold, the Ministry of Economy and Finance would pay its
creditors on a pro rata basis; and
· payment requirements in excess of the 5% threshold, must be included in the budgets approved for the following five
fiscal years.
Enforceability of Judgments
If the payment of any judicial order is not honored by the Ministry of Economy and Finance, a proceeding for the execution
of judicial resolutions may be initiated as provided for in article 688 et. seq. of the Peruvian Civil Procedure Code. Notwithstanding
the foregoing, in accordance with section 73 of the Peruvian Political Constitution, public domain assets destined for the public
service and use are inalienable and are not subject to any interest due to possession (prescripción adquisitiva). Public domain assets
are a special form of property that can only be set aside for the public use, a service to the community or national interest. As such,
those assets as well as (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the
control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of
Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale
of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited
in Peru's accounts held in the Peruvian financial system that constitute public domain property, are neither subject to liens or
encumbrances nor to a judicial attachment. Conversely, assets not set aside for the public domain are subject to the private domain of
the Peruvian government (which includes, among others, the cash deposits of the Peruvian government abroad) and as such may be
encumbered or attached.
For more information, see "Description of the Securities -- Jurisdiction, Consent to Service and Enforceability" in the
accompanying prospectus.
S-3

CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the offering and the transactions contemplated by the offering may be restricted by
law in certain jurisdictions. If materials relating to the offering come into your possession, you must inform yourself and observe all of
these restrictions. The 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. If a jurisdiction requires that the offering be made by a licensed
broker or dealer and either the underwriters or any affiliate of the underwriters is a licensed broker or dealer in such jurisdiction, the
offering shall be deemed to be made by such underwriter or such affiliate on behalf of Peru in such jurisdiction. For more information,
see "Underwriting".
S-4

SUMMARY
This summary highlights information presented in greater detail elsewhere in this prospectus supplement and the
accompanying prospectus and in the documents incorporated by reference. This summary is not complete and does not contain all the
information you should consider before investing in the bonds. You should carefully read this entire prospectus supplement and the
accompanying prospectus and the documents incorporated by reference herein before investing, including "Risk Factors."
Selected Economic Information
(in millions of U.S. dollars, except as otherwise indicated)

2010(1)
2011(1)
2012(1)
2013(1)
2014(1)

Domestic economy

GDP (at current prices) ............................................. ...........
1 ..
4 ..
8 .
, ..
6 .
66

170,759

192,984

201,822

202,630
Real GDP (in millions of S/. at constant 1994
prices) ................................................................
S/.382,380

S/.407,052

S/.431,273
S/.456,159

S/.466,879
Real GDP growth rate (in %) ................................
8.5%
6.5%
6.0%
5.8%
2.4%
CPI (change for the period in %) .............................. ..
2.1%
4.7%
2.6%
2.9%
3.2%
Unemployment rate (in %)(2), (11) ............................... .
5.7%
5.6%
5.0%
4.7

4.9
Underemployment rate (in %)(3), (11) .......................... ......
29.3%
25.3%
20.9%
19.8

N.A.
Unemployment rate (in %)(2), (12) ............................... .
7.9%
7.7%
6.8%
5.9%
5.9%
Underemployment rate (in %)(3), (12) .......................... ......
46.2%
42.4%
40.7%
38.1%
35.5%
Balance of payments

Total current account ................................................ .............
( ..
3 .
,545)

(3,177)

(5,237)

(8,474 )

(8,031)
Of which: ................................................................

Trade balance ........................................ ...............
6 .
, ..
9 ..
8 ..
8 . .

9,224

6,276

613

(1,276)
Total capital account ................................................. .............
1 ..
3,638

8,716

19,812

11,414

6,828
Of which: ................................................................

Foreign direct investment ..................... ........... 8,189

7,518

11,840

9,161

7,789
Errors and omissions(4) .............................................. ...............
1 .
, ..
079

(886)

213

(38 )

(985)
Overall balance of payments(5) ................................
11,173

4,653

14,788

2,902

(2,188)
Change in Central Bank net international
reserves (period end in %) ................................
33.1%
10.7%
31.1%
2.6%
(5.1)%
Central Bank net international reserves
(period end).......................................................... ......
44,105

48,816

63,991

65,663

62,308
Public sector balance

Central government revenue(6) ................................
26,441

32,034

36,870

38,240

38,478
As a % of GDP ............................................... .................
17.8%
18.8%
19.1%
18.9%
19.0%
Central government expenditure(7) ............................ ....
26,571

30,451

34,555

37,374

39,597
As a % of GDP ............................................... .................
17.9%
17.8%
17.9%
18.6%
19.6%
Central government fiscal balance ............................ ....
146

1,690

2,445

1,205

(853)
As a % of GDP ............................................... .................0.1%
1.0%
1.3%
0.5%
(0.5)%
Overall non-financial public sector fiscal
balance(8) .............................................................. ..
(354)

3,410

4,197

2,004

(524)
As a % of GDP ............................................... .................
(0.2)%
2.0%
2.3%
0.9%
(0.3)%
Public sector debt

Public sector external debt ........................................ .............
1 ..
9 .
, ..
9 ..
0 ..
5 . .

20,204

20,402

18,778

19,764
As a % of GDP ............................................... .................
13.4%
11.8%
10.6%
9.3%
9.8%
Public sector domestic debt(9)................................
16,113

18,073

20,162

20,022

20,837
As a % of GDP ............................................... .................
10.8%
10.6%
10.4%
9.9%
10.3%
Total public sector debt............................................. .............
3 ..
6 .
, ..
0 .
18

38,277

40,564

38,800

40,607
As a % of GDP ............................................... .................
24.2%
22.4%
21.0%
19.2%
20.0%
Public sector external debt service:

Amortizations(9) .............................................. ...............
4 .
, ..
916

839

1,198

2,614

1,104
Interest payments(9) ......................................... ...............
1 .
, ..
0 ..
9 ..
3 .

1,036

1,062

1,158

1,582
Total external debt service .................... ............6,009

1,875

2,260

3,773

2,686
As a % of exports of goods and
services(10) .................................................. ..............14.9%
3.6%
4.2%
7.6%
5.8%
Exchange rate (end of period, S/. per

S/.2.81

S/.2.70

S/.2.55

S/.2.80

2.99
S-5

2010(1)
2011(1)
2012(1)
2013(1)
2014(1)

U.S.$) ................................................................
Exchange rate (average, S/. per U.S.$) ........... .............
S .
/ .
. ..
2 .
. ..
8 .
3

S/.2.75

S/.2.64

S/.2.70

2.84

(1)
Preliminary data, revised each trimester.
(2)
In Metropolitan Lima. Percentage of the working-age population (14 years old or older) that, in the week the employment
survey was conducted, was seeking remunerated employment.
(3)
In Metropolitan Lima. Percentage of the working-age population (14 years old or older) working part-time which would
prefer to work more hours, plus the percentage of the working-age population that usually works full-time but which, in the
week the employment survey was conducted, worked less than 35 hours per week as a result of economic constraints.
(4)
Represents errors and omissions in compiling balance of payments accounts based on double-entry accounting resulting from
incomplete or overlapping coverage, different prices and incomplete times of recording and conversion practices.
(5)
Includes current account balance, financial account and errors and omissions.
(6)
Excludes privatization receipts.
(7)
Includes interest payments.
(8)
Includes the non-financial public sector and the Central Bank.
(9)
Excludes Central Bank debt.
(10)
Includes exports of goods and services and investment income.
(11)
Source: Ministry of Labor.
(12)
Source: National Institute of Statistics.
N/A = Not Available
Source: Central Bank, unless otherwise indicated.
S-6

THE OFFERING
This summary highlights information presented in greater detail elsewhere in this prospectus supplement and the
accompanying prospectus. This summary is not complete and does not contain all the information you should consider before
investing in the bonds. You should carefully read this entire prospectus supplement and the accompanying prospectus before
investing.
Issuer
Republic of Peru.

Securities

4.125% U.S. Dollar-Denominated Global Bonds due 2027, which we refer to
herein as the "bonds".

Issue Amount
U.S.$1,250,000,000 aggregate principal amount.

Issue Price

99.766%, plus accrued interest, if any, from August 25, 2015.

Final Maturity Date

August 25, 2027.

Interest Rate

4.125% per year, computed on the basis of a 360-day year of twelve 30-day
months.

Interest Payment Dates
February 25 and August 25 of each year, commencing on February 25, 2016.

Redemption or Sinking Fund

The bonds will not benefit from any sinking fund. We may not redeem the bonds
before maturity. We will redeem the bonds at par at maturity.

Use of Proceeds
The proceeds from the sale of the bonds were U.S.$1,247,075,000. The
underwriting fee of U.S.$1,875,000 was paid separately by us, as described in
"Underwriting". We intend to use the net proceeds of this offering to prefinance a
portion of the general financial requirements for the year 2016.

Collective Action Clauses

The bonds will contain provisions regarding acceleration and future modifications
to their terms, including "collective action clauses". Under these provisions, which
differ from the terms of Peru's external indebtedness issued prior to August 6,
2015 and which are described in the section entitled "Description of the Bonds--
Collective Action Clauses" in this prospectus supplement and the sections entitled
"Description of the Securities--Debt Securities--Default; Acceleration of
Maturity," "Description of the Securities--Debt Securities--Collective Action
Clauses" and "Description of the Securities--Debt Securities--Meetings,
Amendments and Waivers--Collective Action" in the accompanying prospectus,
Peru may amend the payment provisions of the bonds and other reserve matters
listed in the indenture with the consent of the holders of: (1) with respect to a
single series of debt securities, more than 75% of the aggregate principal amount
outstanding of such series; (2) with respect to two or more series of debt securities,
if certain "uniformly applicable" requirements are met, more than 75% of the
aggregate principal amount of the outstanding debt securities of all series affected
by the proposed modification, taken in the aggregate; or (3) with respect to two or
more series of debt securities, more than 66 2/3% of the aggregate principal
amount of the outstanding securities of all series affected by the proposed
modification, taken in the aggregate, and more than 50% of the aggregate principal
amount of the outstanding securities of each series affected by the proposed
modification, taken individually.

Negative Pledge
The bonds will contain certain covenants, including restrictions on the incurrence
of liens. These covenants are subject to many exceptions.
S-7

Denominations
We issued the bonds only in denominations of U.S.$1,000 and integral multiples of
U.S.$1,000 in excess thereof.

Ranking

The bonds will be direct, general, unconditional, unsubordinated and unsecured
obligations of Peru. The bonds will rank at least equally, without any preference
among themselves, with all of our other existing and future unsecured and
unsubordinated obligations relating to our external indebtedness as described in
"Description of the Securities -- Debt Securities -- Defined Terms" in the
accompanying prospectus.

Additional Amounts

We will make payments of principal and interest in respect of the bonds without
withholding or deduction for or on account of any present or future Peruvian taxes,
duties, assessments or governmental charges of whatever nature except as required
by law. If we are required by law to make any such withholding or deduction, we
will pay such additional amounts as may be necessary to ensure the net amount
received by holders after such withholding or deduction equals the amount such
holders would have received in the absence of such withholding or deduction,
subject to certain exceptions set forth under "Description of the Bonds --
Additional Amounts".

Further Issues
Without the consent of holders of the bonds, we may issue additional debt
securities with the same terms and conditions as the outstanding bonds, except for
the issue date, issue price and amount of first interest payment, and we may
consolidate the additional bonds to form a single series with the outstanding bonds
issued hereunder.

Form of Securities

We will issue the bonds in the form of one or more registered global notes without
coupons. No bonds will be issued in bearer form.

You will be required to make initial settlement for bonds issued pursuant to the

offering in immediately available funds.

As an owner of a beneficial interest in the global notes, you will generally not be
entitled to have your bonds registered in your name, will not be entitled to receive

certificates in your name evidencing the bonds and will not be considered the
holder of any bonds under the indenture for the bonds.

Record Dates

The record date with respect to any interest and/or principal payment date will be
the 15th day prior to that interest and/or principal payment date, whether or not that
record date is also a business day.

Governing Law
The bonds issued hereunder will be governed by the laws of the State of New
York.

Trustee
The Bank of New York Mellon.

Luxembourg Paying Agent and Luxembourg
The Bank of New York Mellon (Luxembourg) S.A.
Transfer Agent

Listing
Application has been made to list the bonds on the Official List of the Luxembourg
Stock Exchange and for trading on the Euro MTF Market.

S-8