Obligation Republic of Peru 2.844% ( US715638DA73 ) en USD

Republic of Peru

100 % ▲

Perou

US715638DA73 ( en USD )

2.844% par an ( paiement semestriel )

20/06/2030

Prospectus brochure de l'obligation Peru US715638DA73 en USD 2.844%, échéance 20/06/2030

1 000 USD

750 000 000 USD

715638DA7

20/06/2026 ( Dans 77 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 US715638DA73, paye un coupon de 2.844% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/06/2030

424B2
424B2 1 d728084d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-205678

PROSPECTUS SUPPLEMENT
(To prospectus dated August 18, 2015)

Republic of Peru
U.S.$750,000,000 2.844% U.S. Dollar-Denominated
Global Bonds Due 2030

The bonds will bear interest at the rate of 2.844% per year, accruing from June 20, 2019. Interest on the bonds is payable on June 20 and December
20 of each year, beginning on December 20, 2019. The final maturity of the bonds will be June 20, 2030. 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.
We will apply to admit the bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.

Per Bond

Total

Public offering price(1)

100.000%
U.S.$750,000,000
Underwriting fee(2)

0.070%
U.S.$
525,000
Proceeds to Peru (before expenses and the underwriting fee)(3)

100.000%
U.S.$750,000,000

(1)
Plus accrued interest, if any, from June 20, 2019.
(2)
See "Underwriting".
(3)
See "Use of Proceeds".
The underwriters are offering the bonds subject to various conditions. The underwriters expect to deliver the bonds to purchasers on or about June
20, 2019, through the book-entry facilities of The Depository Trust Company, or DTC, and its direct or indirect participants including Euroclear S.A./N.V.,
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
or Euroclear, and Clearstream Banking, société anonyme, or Clearstream.

Global Coordinators and Bookrunners

HSBC
Morgan Stanley

Santander

Scotiabank

June 13, 2019
Table of Contents
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. Our financial condition and prospects may have changed since that
date.
TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement and the Accompanying Prospectus
S-1
Incorporation by Reference
S-3
Forward-Looking Statements
S-4
Sovereign Immunity
S-6
Certain Legal Restrictions
S-7
Summary of the Offering
S-8
Risk Factors
S-11
Use of Proceeds
S-13
Description of the Bonds
S-14
United States Federal Income Tax Considerations For United States Persons
S-22
Peru Taxation
S-24
Underwriting
S-25
Validity of the Bonds
S-31
General Information
S-32
Prospectus

About This Prospectus

i
Forward-Looking Statements

i
Data Dissemination

ii
Use of Proceeds

1
Debt Record

1
Description of the Securities

1
Taxation

14
Plan of Distribution

19
Official Statements

20
Validity of the Securities

20
Authorized Representative

20
Where You Can Find More Information

20

i
Table of Contents
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
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. Our economic, fiscal or political
circumstances may have changed since such dates.
The bonds described in this prospectus supplement are debt securities of Peru being offered under registration statement no. 333-205678, filed with
the U.S. Securities and Exchange Commission, or 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

S-1
Table of Contents
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.
This document is for distribution only to persons who (i) 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, as amended (the "Financial Promotion Order"), (ii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United
Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (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.
In connection with the offering, HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Santander Investment Securities Inc., and Scotia Capital
(USA) Inc. (the "Stabilizing Managers") (or persons acting on their behalf) may over-allot new bonds (provided that, in the case of any new bonds to be
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
admitted to trading on the Euro MTF Market, the aggregate principal amount of new bonds allotted does not exceed 105 per cent. Of the aggregate
principal amount of the new bonds subject to the offering) or effect transactions with a view to supporting the market price of the new bonds during the
stabilization period at a level higher than that which might otherwise prevail. However, stabilization action may not necessarily occur. Any stabilization
action may begin on or after the date of adequate public disclosure of the terms of the offer of the new bonds and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the issue date and 60 days after the date of allotment of the new bonds. Any stabilization action or over-
allotment must be conducted by the relevant Stabilizing Managers (or persons acting on their behalf) in accordance with all applicable laws and rules and
will be undertaken at the offices of the Stabilizing Managers (or persons acting on their behalf) and on the Euro MTF Market or the over-the-counter
market.
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-2
Table of Contents
INCORPORATION BY REFERENCE
We are incorporating by reference into this prospectus supplement Peru's most recent Annual Report on Form 18-K (the "Form 18-K") for the fiscal
year ended December 31, 2018, as filed with the SEC on June 11, 2019, including the exhibits that are specifically incorporated by reference therein, and
each subsequent report on Form 18-K and any amendment on Form 18-K/A filed after the date of this prospectus supplement and prior to the closing date.

S-3
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement may contain forward-looking statements. Forward-looking statements are statements that are not historical facts. These
statements are based on Peru'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 Peru undertakes no obligation to update any of them in light of new information or future
events.
Forward-looking statements involve inherent risks. Peru cautions you that many factors could adversely 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;

·
contraction of liquidity in the international financial markets and in equity, debt or foreign exchange markets volatility, which could lead to

volatility in Peru, declines in foreign direct and portfolio investment and potentially lower international reserves;

·
international hostilities;

·
the decisions of international financial institutions, such as the International Monetary Fund, the Inter-American Development Bank, the

International Bank for Reconstruction and Development, the World Bank, or the Andean Development Corporation, regarding the terms of
their lending and financial assistance to Peru;

·
litigation and other legal proceedings; and

· internal factors, such as:

·
deterioration in general economic and business conditions in Peru;

https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2

·
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;

S-4
Table of Contents

·
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-5
Table of Contents
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
Legislative Decree No. 1440 (Decreto Legislativo del Sistema Nacional del Presupuesto Público) that became effective on January 1, 2019, and the Public
Sector Budget Law for Fiscal Year 2019, Law No. 30879 (Ley de Presupuesto del Sector Público para el Año Fiscal 2019), payment by Peru of
judgments, arbitral awards, conciliation minutes or direct treatment agreements is subject to the following process:

·
up to 5% of the budget corresponding to the Ministry of Economy and Finance may be allocated towards payments and judgments, subject to

certain exceptions;

·
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;

·
up to 5%, 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 Peruvian 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
adverse 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
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
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-6
Table of Contents
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-7
Table of Contents
SUMMARY OF THE OFFERING
This summary highlights information presented in greater detail elsewhere in this prospectus supplement and the accompanying prospectus,
including 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 before investing.

Issuer
Republic of Peru.
Securities
2.844% U.S. Dollar-Denominated Global Bonds due 2030, which we refer to herein as the "bonds".
Issue Amount
U.S.$750,000,000 aggregate principal amount.
Issue Price
100.000%, plus accrued interest, if any, from June 20, 2019.
Final Maturity Date
June 20, 2030
Interest Rate
2.844% per year, computed on the basis of a 360 day year of twelve 30 day months.
Interest Payment Dates
June 20 and December 20 of each year, commencing on December 20, 2019.
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 will be U.S.$750,000,000. The underwriting fee of
U.S.$525,000 will be paid separately by us, as described in "Underwriting". We intend to use the net
proceeds from this offering to finance a liability management transaction and to pre-finance a
portion of the general budget requirements for fiscal year 2020.
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
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
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.

S-8
Table of Contents
Negative Pledge
The bonds contain certain covenants, including restrictions on the incurrence of liens. These
covenants are subject to many exceptions.
Denominations
We will issue 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 bonds 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 bonds, 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 3rd 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 SA/NV, Luxembourg Branch
Transfer Agent

Listing
We will apply to admit the bonds for listing on the Official List of the Luxembourg Stock Exchange
and for trading on the Euro MTF Market.

S-9
Table of Contents
Concurrent Bonos Soberanos offering
Concurrently with this offering of new bonds, we are separately offering, only to qualified
institutional buyers in the United States in reliance on Rule 144A under the Securities Act, and to
non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act,
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
S/5,827,500,000 aggregate principal amount 5.400% Sol-Denominated Bonos Soberanos due 2034.
The Bonos Soberanos offering is being made exclusively by a separate offering memorandum. The
offering of the new bonds and the Bonos Soberanos offering are not contingent on one another. There
can be no assurance that the offering of our Bonos Soberanos will be completed. The Bonos
Soberanos offering has not been registered under the Securities Act or any other securities laws and,
unless so registered, may not be offered or sold, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state
securities laws.

This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy
any Bonos Soberanos.

HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Santander Investment Securities Inc.,
Scotiabank Peru S.A.A. and Scotia Capital (USA) Inc. are acting as initial purchasers for the
offering.
Tender Offer to Purchase
The Republic intends to commence a liability management transaction consisting of a tender offer to
purchase for cash (the "Offer") its (i) 5.200% Bonos Soberanos due 2023, including Bonos
Soberanos in the form of Global Depositary Notes previously issued by Citibank N.A., and (ii)
2.750% Euro -Denominated Global Bonds due 2026, 3.750% Euro -Denominated Global Bonds due
2030, 7.350% U.S. Dollar-Denominated Global Bonds due 2025, 4.125% U.S. Dollar-Denominated
Global Bonds due 2027, 8.750% U.S. Dollar-Denominated Global Bonds due 2033 and 6.550%
U.S. Dollar-Denominated Global Bonds due 2037, on the terms and subject to the conditions to be
set forth in an offer to purchase (collectively, the "Tendered Bonds"). The Offer would be
conditioned upon the satisfaction of customary conditions, including the pricing and the closing of
the new bonds offered hereby. This prospectus supplement is not deemed to be a solicitation of an
offer to sell any securities of Peru in the Offer.

HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Santander Investment Securities Inc.,
Scotiabank Peru S.A.A. and Scotia Capital (USA) Inc. are expected to act as dealer managers for the
Offer and Global Bondholder Services Corporation is expected to act as the information agent for
the Offer.

S-10
Table of Contents
RISK FACTORS
An investment in the Bonds involves a significant degree of risk. Investors are urged to read carefully the entirety of the accompanying prospectus
together with this prospectus supplement and to note, in particular, the following considerations.
Risk Factors Relating to Peru
Peru may experience political, economic or social problems that may interfere with Peru's ability to service its indebtedness.
In the past, Peru has experienced economic and political instability and terrorist insurgency. At present, Peru is a stable democracy having completed
a peaceful transition from the administration of President Ollanta Humala to President Pedro Pablo Kuczynski, who took office in July 2016, in addition to
the prior transition to President Ollanta Humala by President Alan García. President Kuczynski was in office through March 23, 2018, when Congress
accepted his resignation following allegations of corruption related to the Odebrecht corruption scandal. On that same date, Vice President Martín Vizcarra
was sworn in as president to complete the term through 2021. Peru's GDP growth rates, low inflation, and both fiscal and external surpluses reflect, in part,
the strength of Peru's economic fundamentals. However, a deterioration of the global economy or a sharp decrease in commodity prices may adversely
affect Peru's economy. In addition, an economic contraction or weak economic growth in Peru's trading partners may have an adverse effect on Peru.
Despite Peru's ongoing economic growth and stabilization, the social and political tensions and levels of poverty and unemployment continue,
notwithstanding the 38.0% drop in poverty levels between 2004 and 2016. Future government policies to pre-empt or respond to social unrest could
include, among other things, the suspension of the enforcement of creditors' rights and new taxation policies. The government cannot assure you that Peru
will not face political, economic or social problems in the future or that these problems will not interfere with Peru's ability to service its debt.
Furthermore, some of the measures proposed by the administration may generate political and social opposition, which may in turn prevent the
government from adopting such measures as proposed. Political parties opposed to the administration retained a majority of the seats in the Peruvian
Congress in the recent elections, which will require the administration to seek political support from such opposition parties for its economic proposals.
This creates further uncertainty in the ability of the administration to pass measures that it expects to implement.
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
On June 5, 2019, Congress granted Vizcarra's cabinet a vote of confidence (cuestión de confianza) previously requested by Prime Minister Salvador
del Solar on May 30, 2019, with 77 votes in favor, 44 against and 3 abstentions. A rejection of the cuestión de confianza by Congress would have allowed
President Vizcarra to dissolve Congress and call for new congressional elections. The failure of two confidence votes would grant President Vizcarra the
right to dissolve Congress, which could result in political, economic or social instability and adversely affect Peru's ability to service its debt.
In addition, economic and political developments in other emerging countries in Latin America, such as Argentina, Bolivia, Brazil, Ecuador,
Colombia and Venezuela may have an adverse effect on other countries in the region, including Peru.
Risk Factors Relating to the Bonds
The price at which the bonds will trade in the secondary market is uncertain.
Peru has been advised by the underwriters that they intend to make a market in the 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 bonds on the official list of the Luxembourg Stock Exchange and to trade them 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 bonds. The price at
which the bonds will trade in the secondary market is uncertain.

S-11
Table of Contents
The bonds will contain provisions that permit Peru to amend the payment terms without the consent of all holders.
The bonds contain provisions regarding acceleration and voting on amendments, modifications and waivers which are commonly referred to as
"collective action clauses." Under these provisions, certain key terms of the bonds may be amended, including the maturity date, interest rate and other
payment terms, without your consent.
The bonds will not have any restrictive covenants, which may adversely affect the ranking of your Bonds.
The bonds have no covenants and Peru may grant liens to third parties, which may adversely affect the ranking of your bonds.
The bonds may be subject to withholding and capital gain taxes.
Under Peruvian income tax law, payments of interest made by Peru to a foreign holder of the bonds are not subject to any withholding tax and capital
gains realized by a foreign holder on the sale or other disposition of the bonds are not subject to any Peruvian income tax.
If Peruvian tax law changes, interest payments you receive on the bonds may be subject to withholding tax and any capital gains realized on the sale
or other disposition of the bonds may be subject to Peruvian income tax. In the event we are required by law to make any withholding with respect to
payments of principal or interest, we will generally be required to pay additional amounts to holders to compensate them for such withholding, subject to
certain exceptions. See "Description of the Bonds--Additional Amounts".

S-12
Table of Contents
USE OF PROCEEDS
The proceeds from the sale of the bonds will be U.S.$750,000,000. The underwriting fee of U.S.$525,000 will be paid separately by us, as described
in "Underwriting". We intend to use the proceeds of this offering to finance a liability management transaction and to pre-finance a portion of the general
budget requirements for fiscal year 2020.
This offering is not conditioned on the completion of the Bonos Soberanos offering. There can be no assurance that the offering of our Bonos
Soberanos will be completed.

S-13
Table of Contents
DESCRIPTION OF THE BONDS
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

424B2
We will issue the bonds under Ministerial Resolution No. 228-2019/EF/52 in accordance with Law No. 30881 (Ley de Endeudamiento del Sector
Público para el Año Fiscal 2019) and the Legislative Decree No. 1437, as amended (Decreto Legislativo del Sistema Nacional de Endeudamiento
Público). The Spanish version of the Authorizing Regulations and its amendment can be obtained on the Ministry of Economy and Finance's website at
www.mef.gob.pe and an English translation thereof can be requested from such ministry using the contact information on the back cover of this prospectus
supplement. The information contained in this section summarizes the material terms of the bonds and the Authorizing Regulations. Because this is a
summary, it does not contain all of the information that may be important to you as a potential investor in the bonds. Therefore, you should refer to the
Authorizing Regulations for a complete description of Peru's obligations and your rights as a holder of the bonds in making your investment decision.
General
We will issue the bonds under the indenture dated August 25, 2015, between us and The Bank of New York Mellon, as trustee.
Unless otherwise specified, references in this section to the "bonds" mean the U.S.$ bonds we are offering hereby. The information contained in this
section and in the accompanying prospectus summarizes the material terms of the bonds and the indenture. Because this is a summary, it does not contain
all of the information that may be important to you as a potential investor in the bonds. Therefore, you should read the indenture and the form of the bonds
before making your investment decision. We have filed copies of these documents with the SEC and at the office of the trustee in New York City. Copies
of the indenture and the form of the bonds will also be available from the Luxembourg paying agent at its address included on the inside back cover page.
Terms of the Bonds
The bonds will:

·
mature at par on June 20, 2030;

·
bear interest at 2.844% per year, computed on the basis of a 360 day year of twelve 30-day months;

·
pay interest semiannually in arrears in equal installments on June 20 and December 20 of each year, commencing on December 20, 2019;

·
not be redeemable before maturity and not be entitled to the benefit of any sinking fund;

·
be issued in fully registered form, without coupons, registered in the names of investors or their nominees in denominations of U.S.$1,000 and

integral multiples of U.S.$1,000 in excess thereof;

·
be our direct, general, unconditional, unsubordinated and unsecured external indebtedness and rank equal in right of payment with all of our

other existing and future unsecured and unsubordinated external indebtedness;

·
be represented by one or more global notes in fully registered form only, without coupons, registered in the name of a nominee of DTC.

Beneficial ownership interests will be recorded only on, and transferred only through, the records maintained by DTC and its direct and
indirect participants, including the depositaries for Euroclear and Clearstream; and

·
be available in definitive form only under certain limited circumstances.

S-14
Table of Contents
Payments of Principal and Interest
We will pay on each bond:

·
principal and interest payable on any maturity date in U.S. dollars in immediately available funds to the person in whose name each bond is

registered on its maturity date, upon presentation and surrender of the bond at the corporate trust office of the trustee or, subject to applicable
laws and regulations, at the office of any paying agent; and

·
interest (other than interest payable on any maturity date), to the person in whose name the bond is registered at the close of business on the

record date for the relevant interest payment date.
Because each bond will be represented by one or more global bond and beneficial interests in the bonds may not be exchanged for bonds in
physically-certificated form except in limited circumstances, we will make payments of principal and interest on each bond by directing the trustee to make
a wire transfer of U.S. dollars to DTC or its nominee as the registered owner of the bonds, which will receive the funds for distribution to the beneficial
owners. Upon receipt of any payment of principal of or interest on the bonds, DTC will credit the appropriate DTC participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal amount of such bonds as shown on the records of DTC. Payments by DTC
participants to owners of beneficial interests in bonds held through such participants will be the responsibility of such participants. Each beneficial owner
should contact the institution through which it intends to hold its beneficial interest in the bonds to determine how payments of principal or interest on
those bonds will be credited to its account.
https://www.sec.gov/Archives/edgar/data/77694/000119312519173841/d728084d424b2.htm[6/17/2019 9:55:44 AM]

Document Outline

#1">
- #1">