Obligation Polonia 3% ( US731011AT95 ) en USD

Polonia

100 % ▼

Pologne

US731011AT95 ( en USD )

3% par an ( paiement semestriel )

16/03/2023 - Obligation échue

Prospectus brochure de l'obligation Poland US731011AT95 en USD 3%, échue

1 000 USD

2 000 000 000 USD

731011AT9

La Pologne est un pays d'Europe centrale membre de l'Union européenne et de l'OTAN, connu pour son histoire riche, sa culture vibrante et son économie en croissance.

L'Obligation émise par Polonia ( Pologne ) , en USD, avec le code ISIN US731011AT95, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/03/2023

http://www.sec.gov/Archives/edgar/data/79312/000114523612000007/0...
424B5 1 4462.htm PROSPECTUS

PROSPECTUS SUPPLEMENT
Pursuant to Rule 424(b)(5)
(To Prospectus Dated July 13, 2012)
Registration Statement No. 333-181827

______________
The Notes will bear interest at the rate of 3.000 percent per year. Interest on the Notes is payable on September 17 and March 17 of
each year, beginning on March 17, 2013. The Notes will mature on March 17, 2023. The Notes are not redeemable prior to maturity.
Interest on the Notes will accrue from September 17, 2012.
The Notes will rank equally in right of payment with all other unsubordinated obligations of the Republic of Poland and the full faith
and credit of the Republic of Poland will be pledged for the due and punctual payment of all principal and interest on the Notes.
The Notes contain provisions regarding future modifications to their terms that differ from those applicable to the Republic of
Poland's outstanding securities which have been previously registered with the U.S. Securities and Exchange Commission other than
the 5 1/4 percent Notes due 2014 issued in October 2003, the 5 percent Notes due 2015 issued in September 2005, the 6 3/8 percent
Notes due 2019 issued in July 2009, the 3 7/8 percent Notes due 2015 issued in July 2010, the 5 1/8 percent Notes due 2021 issued in
April 2011 and the 5 percent Notes due 2022 issued in November 2011. These provisions are described on pages 55 to 57 of the
accompanying Prospectus. Under these provisions, the Republic of Poland may amend payment and other key provisions of the Notes,
including the principal amount and interest rate, with the approval of less than all the holders of the Notes.
Application has been made to list and trade the Notes on the regulated market of the Luxembourg Stock Exchange. In this prospectus
supplement, references to "regulated market" shall mean a regulated market for the purposes of European Parliament and Council
Directive 2004/39/EC.

Per Note

Total
Public Offering

98.448 percent

U.S.$1,968,960,000
Underwriting Discount

0.140 percent

U.S.$ 2,800,000
Proceeds to the State Treasury

98.308 percent

U.S.$1,966,160,000
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or
determined if this prospectus supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
______________
The underwriters are offering the Notes subject to various conditions. The underwriters expect to deliver the Notes to purchasers on
or about September 17, 2012, through the book-entry facilities of The Depository Trust Company, Euroclear or Clearstream,
Luxembourg.
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______________

DEUTSCHE BANK SECURITIES
GOLDMAN SACHS INTERNATIONAL
HSBC

September 10, 2012

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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
Prospectus or any free writing prospectus that we provide to you. The State Treasury has not authorized anyone to provide you with
different information. The State Treasury is not making an offer of these securities in any jurisdiction where the offer is not permitted.
You should not assume that the information contained in this prospectus supplement or the accompanying Prospectus is accurate as of
any date other than the date on the front of the document.
The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this document and the Prospectus.
The distribution of this prospectus supplement and the accompanying Prospectus and the offering of the Notes in certain jurisdictions
may be restricted by law. In particular, offers and sales of the Notes are subject to certain restrictions, details of which are set out in
"Offering Restrictions" on page S-19.
The State Treasury cannot guarantee that the application to the Luxembourg Stock Exchange will be approved and settlement of the
Notes is not conditional upon obtaining this listing.
This prospectus supplement and the accompanying Prospectus will be available free of charge at the principal office of Dexia Banque
Internationale à Luxembourg, société anonyme, the listing agent.
The State Treasury accepts responsibility for the information contained in this prospectus supplement and in the accompanying
Prospectus. To the knowledge and belief of the State Treasury (which has taken all reasonable care to ensure that such is the case), the
information contained in this prospectus supplement and in the accompanying Prospectus is in accordance with the facts and does not
omit anything likely to affect the import of such information.

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TABLE OF CONTENTS

Page
Prospectus Supplement

SUMMARY OF THE OFFERING

S-4
USE OF PROCEEDS

S-6
RECENT DEVELOPMENTS

S-7
DESCRIPTION OF THE NOTES

S-9
TAXATION

S-13
UNDERWRITING

S-17
OFFERING RESTRICTIONS

S-19
GENERAL INFORMATION

S-21
LEGAL MATTERS

S-23
OFFICIAL STATEMENTS AND DOCUMENTS

S-24

Prospectus

USE OF PROCEEDS

1
THE REPUBLIC OF POLAND

2
THE ECONOMY

10
BALANCE OF PAYMENTS AND FOREIGN TRADE

17
MONETARY AND FINANCIAL SYSTEM

24
PUBLIC FINANCE

33
PUBLIC DEBT

42
TOTAL EXTERNAL DEBT

50
DESCRIPTION OF THE SECURITIES

52
ENFORCEABILITY OF JUDGMENTS

61
TAXATION

63
PLAN OF DISTRIBUTION

64
VALIDITY OF THE SECURITIES

65
AUTHORIZED AGENT IN THE UNITED STATES

66
OFFICIAL STATEMENTS AND DOCUMENTS

67
FURTHER INFORMATION

68
INDEX TO TABLES AND SUPPLEMENTARY INFORMATION

T-1

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SUMMARY OF THE OFFERING

Issuer
The State Treasury of the Republic of Poland, represented by the Minister of Finance.

Securities Offered
U.S.$2,000,000,000 principal amount of 3.000 percent notes due 2023 (the "Notes").

Maturity Date
March 17, 2023.

Redemption Basis
At par on maturity.

Ranking
The Notes will rank equally in right of payment with all other unsubordinated obligations of the
Republic of Poland and the full faith and credit of the Republic of Poland will be pledged for the
due and punctual payment of all principal and interest on the Notes.

Interest Rate
The Notes will bear interest at the rate of 3.000 percent per annum.

Interest Payment Dates
September 17 and March 17 of each year commencing March 17, 2013 for the period commencing
from and including September 17, 2012, as described herein.

Markets
The Notes are offered for sale in those jurisdictions both within and outside of the United States
where it is legal to make such offers. See "Offering Restrictions".

Further Issues
The State Treasury reserves the right from time to time without the consent of the holders of the
Notes to issue further securities having identical terms and conditions (except for the issue date and
public offering price), so that such securities may be consolidated with, form a single series with
and increase the aggregate principal amount of, the Notes.

Listing
Application has been made to list the Notes on the regulated market of the Luxembourg Stock
Exchange.

Form and Settlement
The Notes will be issued in the form of one or more global notes, or the Global Notes, in fully
registered form, without coupons, which will be deposited on or about September 17, 2012, the
Closing Date, with Citibank, N.A., London as custodian for, and registered in the name of Cede &
Co., as nominee of, The Depository Trust Company, or DTC. Except as described in this prospectus
supplement, beneficial interests in the Global Notes will be represented through accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect participants in
DTC. Investors may elect to hold interests in the Global Notes either through DTC in the United
States or outside of the United States through Euroclear Bank S.A./N.V. or Clearstream Banking,
société anonyme, if they are participants in such systems, or indirectly through organizations that are
participants in such systems.

Except as described in this prospectus supplement, owners of beneficial interests in the Global
Notes will not be entitled to have the Notes registered in their names, will not receive or be entitled
to receive physical delivery of the Notes in definitive form and will not be considered holders of
the Notes under the Notes or the amended and restated fiscal agency agreement governing the Notes.
See

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"Description of the Securities--Form and Settlement" in the Prospectus. It is expected that
delivery of the Notes will be made, against payment therefor in same-day funds, on or about
September 17, 2012.

Withholding Tax
Principal of and interest on the Notes are payable by the State Treasury without withholding or
deduction for withholding taxes subject to certain exceptions, including withholding taxes that may
be imposed pursuant to a European Union Directive on the taxation of savings, to the extent set forth
in this prospectus supplement and in the attached Prospectus under the heading "Description of the
Securities--Payment of Additional Amounts".

Governing Law
The Notes shall be governed by, and interpreted in accordance with, the laws of the State of New
York.

Collective Action Clauses
The Notes will contain provisions regarding voting on amendments, modifications and waivers.
These provisions are commonly referred to as collective action clauses and are described more
fully on pages 55 to 57 of the accompanying Prospectus. Under these provisions, the State Treasury
may amend certain key terms of the Notes, including the maturity date, principal amount, interest rate
and other payment terms, with the consent of the holders of at least 75 percent of the aggregate
principal amount of the outstanding Notes. These provisions differ from those applicable to the
Republic of Poland's outstanding securities which have been previously registered with the U.S.
Securities and Exchange Commission other than the 5 1/4 percent Notes due 2014 issued in October
2003, the 5 percent Notes due 2015 issued in September 2005, the 6 3/8 percent Notes due 2019
issued in July 2009, the 3 7/8 percent Notes due 2015 issued in July 2010, the 5 1/8 percent Notes
due 2021 issued in April 2011 and the 5 percent Notes due 2022 issued in November 2011.

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USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used to finance the Republic of Poland's State budget borrowing requirements or
for general financing purposes. The State Treasury estimates the net proceeds will be approximately U.S.$1,965,960,000.

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RECENT DEVELOPMENTS
The State Budget
On September 4, 2012, Poland's Government approved a draft budget bill for 2013, envisaging the central budget deficit at PLN 35.6
billion and the country's economic growth at 2.2 percent in the 2013 fiscal year.
The draft budget bill will be forwarded to the Government's Tripartite Commission for Social and Economic Affairs, for further
consultation with employers and unions. Under Poland's Constitution, the Government has until September 30 (at least three months
prior to the start of the 2013 fiscal year) to submit a budget bill for the next year to the Sejm. The budget in its final form (which may
contain further changes and revisions compared to the draft bill approved by the Government) has to be approved by the Sejm and the
Senate and presented to the President for signing within four months of the date the draft was first submitted to the Sejm.
The following description sets forth information regarding the key indicators underlining the draft budget bill for 2013:
Key Assumptions
The draft budget bill key macroeconomic assumptions have been revised from an earlier version, published in June 2012, to better
reflect the outlook of the country's economic environment. Thus the budget draft foresees GDP growth of 2.2 percent in 2013, rather
than 2.9 percent, and provides for a deficit of PLN 35.6 billion, instead of PLN 32 billion, on revenues of PLN 299.2 billion and
expenditures of PLN 334.8 billion. The draft also assumes average annual consumer price growth index of 2.7 percent, total growth
of consumption of 5.0 percent (in nominal terms), real wage growth in the national economy of 1.9 percent and employment growth of
0.2 percent. Inflation is projected to amount to 2.7 percent in 2013.
The bill also takes into account the European funds budget, which is projected to amount to PLN 81.4 billion in revenues and PLN
75.2 billion in expenditures (a surplus of PLN 6.1 billion). The revenue to be obtained by Poland from the EU funds budget (and other
non-refundable sources) in 2013 is forecast to be PLN 1.6 billion (0.1 percent of GDP).
Expenditures
Expenditures levels have been estimated, among other things, on the following assumptions:
·
expenditures with respect to national defense at least 1.95 percent of GDP in 2012;
·
indexation of pensions by approximately 4.4 percent;
·
expenditures with respect to transportation infrastructure at least 18.0 percent of revenues from excise duty on engine fuel
estimated for 2013; and
·
subsidies for local governments, including the effects of the 2012 pay raises for teachers.
As in previous years, grants and subsidies are estimated to constitute the largest proportion of expenditures (47.0 percent), followed
by the current expenditures of budgetary units (18.6 percent) and the servicing of the State Treasury debt (13.0 percent). The planned
expenditures also include projects co-financing carried out with the participation of EU funds (PLN 13.1 billion) and the assistance
extended by the European Free Trade Association member states (PLN 17.8 billion). In order to reduce public debt levels and to
mitigate and control expenditures, the Government decided to maintain a wage freeze in the public sector in 2013.
The limit for state budget expenditures for 2013 is expected to be 1.9 percent higher than that projected for 2012. The share of state
budget expenditures in GDP in 2013 is estimated at 19.8 percent compared to 20.4 percent in 2012, a decline of 0.6 percentage
points.

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Tax
Tax revenues are estimated to amount to PLN 266.9 billion in 2013, a 5.1 percent increase compared to 2012 (in nominal terms), and
will mainly include contributions from VAT (PLN 126.4 billion), excise tax (PLN 64.5 billion), personal income tax ("PIT") (PLN
42.9 billion) and corporate income tax ("CIT") (PLN 29.6 billion). The non-tax revenue is estimated to amount to PLN 30.6 billion,
which is expected to mainly include dividends paid by companies with state shareholding (PLN 5.9 billion).
The key tax changes included in the 2013 draft bill are:
·
a 50 percent limitation on tax deductible expenses for copyrights and related rights;
·
limited joint stock partnerships to be included in the Corporate Income Tax Act as a corporate income taxpayer;
·
projected increase in excise duty on cigarettes by 5.0 percent;
·
abolishment of the Internet tax allowance in PIT for individuals (budgetary effect expected in 2014); and
·
changes in awarding tax allowances on PIT for childcare (budgetary effect expected in 2014).
In 2013, budgetary effects will also be accounted for the introduction of the tax allowance (in the form of income deductions) for
payments made to individual pension insurance accounts (IKZE).
The State Budget Deficit
The 2013 state budget deficit is expected not to exceed PLN 35.6 billion, taking into account the revised forecasts of economic
growth in the EU, which were set in lower levels than the estimates used under a previous version of the draft 2013 budget published
in June 2012 (estimating the 2013 budget deficit at PLN 32 billion). Downward adjustments resulting from continuous uncertainty
around the eurozone crisis, the volatility of public finance and the status of the banking sector in the peripheral economies of the
eurozone have created a less favorable scenario than the one previously used to assess Poland's macroeconomic and fiscal
projections.
In accordance with the 2013 budget bill, a total of 56 long-term programs are to be carried out in 2013, with the projected budget
spending of PLN 9.3 billion. The privatization of companies owned by the State Treasury is to be carried out in 2013 in accordance
with the "Privatization Plan for 2012-2013," as adopted by the Government in March 2012. The projected privatization revenue in
2013 is estimated at PLN 5.0 billion.

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DESCRIPTION OF THE NOTES
The Notes will be issued under the Fiscal Agency Agreement, known as the Agency Agreement, to be dated as of September 17,
2012, among the State Treasury, Citibank N.A., London, known as the Fiscal Agent, and Dexia Banque Internationale à Luxembourg,
société anonyme, known as the Luxembourg Agent, and, together with the Fiscal Agent, known as the Agents, the form of which has
been filed as an exhibit to the Registration Statement under Schedule B declared effective on July 19, 2012.
The following description briefly summarizes some of the provisions of the Notes and the Agency Agreement. You should not assume
this summary is complete. You should read the Registration Statement, including the exhibits, and in particular "Description of the
Securities" in the attached Prospectus.
General
The Notes:
·
Mature on March 17, 2023.
·
Bear interest at a rate of 3.000 percent per annum.
·
Are to be issued pursuant to the Agency Agreement.
·
Will be issued without coupons in lawful money of the United States of America in denominations of U.S.$1,000 and integral
multiples thereof.
·
Will rank at least equally in right of payment with all other unsecured and unsubordinated payment obligations of the Republic
of Poland, except for such obligations as may be preferred by mandatory provisions of applicable law. The Republic of Poland
will give no preference to one obligation over another on the basis of priority of issue date or currency of payment.
·
Will not be redeemable prior to maturity at the option of the State Treasury or of the registered holders thereof.
·
Will not be subject to any sinking fund provided by the State Treasury for the amortization of the Notes.
At maturity, you will receive 100 percent of the principal amount of your Notes, plus accrued and unpaid interest to the maturity date.
The State Treasury may, without the consent of the holders of the Notes, issue additional notes having the same rank and the same
interest rate, maturity and other terms as the Notes. Any additional notes, together with the Notes, may constitute a single series of
Notes under the Agency Agreement.
Interest:
·
Will be payable on the dates set forth on the cover of this prospectus supplement in lawful money of the United States of
America to the registered holders of the Notes at the close of business on March 1 and September 1, as the case may be, prior
to the payment date, each a Record Date.
·
Will be calculated on the basis of a 360-day year of twelve 30-day months.
·
Will accrue from September 17, 2012.
·
Payments will begin on March 17, 2013.
Fiscal Agent
The Agency Agreement governs the duties of the Agents. The State Treasury may maintain deposit accounts and conduct other banking
transactions in the ordinary course of business with the Agents.
Citibank N.A., London, is the Fiscal Agent of the Notes under the Agency Agreement.

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