Obligation Polonia 3.25% ( US731011AU68 ) en USD

Polonia

99.64 % ▲

Pologne

US731011AU68 ( en USD )

3.25% par an ( paiement semestriel )

05/04/2026

Prospectus brochure de l'obligation Poland US731011AU68 en USD 3.25%, échéance 05/04/2026

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731011AU6

06/04/2026 ( Dans 113 jours )

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.

Un examen approfondi d'une obligation souveraine émise par la République de Pologne, libellée en dollars américains (USD), offre un aperçu des conditions d'emprunt de cet État membre de l'Union Européenne sur les marchés internationaux. L'émetteur de cette obligation est la République de Pologne, un État souverain membre de l'Union Européenne et de l'OTAN, dotée d'une économie dynamique et diversifiée. Son profil d'émetteur est généralement caractérisé par une gestion budgétaire prudente et une intégration croissante au sein de l'économie mondiale, ce qui lui confère une note de crédit stable et un accès fiable aux marchés de capitaux internationaux. L'émission de cette obligation en USD, plutôt qu'en devise locale ou en euro, souligne la stratégie du pays de diversifier ses sources de financement et d'attirer une base d'investisseurs plus large, notamment ceux privilégiant les actifs libellés en dollars américains. Cette obligation est identifiée par le code ISIN US731011AU68 et le code CUSIP 731011AU6. Elle présente un taux d'intérêt nominal (coupon) de 3.25% et arrivera à maturité le 5 avril 2026, date à laquelle le capital sera remboursé aux détenteurs. Le prix actuel sur le marché est de 98.86% de sa valeur nominale, ce qui indique qu'elle se négocie légèrement en dessous du pair, offrant potentiellement un rendement à l'échéance supérieur au taux nominal pour un nouvel acquéreur. Les paiements d'intérêts sont effectués avec une fréquence de deux fois par an (semi-annuelle), ce qui est une pratique courante pour les obligations internationales et assure une régularité de flux de revenus aux investisseurs.

PROSPECTUS SUPPLEMENT
Pursuant to Rule 424(b)(5)
(To Prospectus Dated April 2, 2015)
Registration Statement No. 333-201910
U.S.$ 1,750,000,000

THE STATE TREASURY
of
THE REPUBLIC OF POLAND
Represented by
The Minister of Finance
3.25 percent Notes due 2026
* * *
The Notes will bear interest at the rate of 3.25 percent per year. Interest on the Notes is payable on April 6 and October 6 of
each year, beginning on October 6, 2016. The Notes will mature on April 6, 2026. The Notes are not redeemable prior to
maturity. Interest on the Notes will accrue from April 6, 2016.
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 will contain provisions, commonly known as collective action clauses, regarding future modifications to their
terms that differ from those applicable to the Republic of Poland's outstanding public external indebtedness issued prior to
April 2, 2015. Under these provisions, which are described on pages 68 to 71 of the accompanying Prospectus, the Republic
of Poland may amend the payment provisions of the Notes and other reserved matters listed in the Notes with the consent of
the holders of: (1) with respect to the Notes, (a) at least 75 percent of the aggregate principal amount of the outstanding Notes
or (b) a written resolution signed by or on behalf of at least 66 2/3 percent of the aggregate principal amount of the Notes
then outstanding; (2) with respect to two or more series of debt securities, including the Notes, (a)(i) not less than 75 percent
of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken
in the aggregate, or (ii) a written resolution signed by or on behalf of not less than 66 2/3 percent of the aggregate principal
amount of outstanding securities affected by the proposed modification; and (b)(i) more than 66 2/3 percent of the aggregate
principal amount of the outstanding debt securities of each series affected by the proposed modification at separate meetings
of the holders of each series, taken individually, or (ii) a written resolution signed by or on behalf of more than 50 percent of
the aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken
individually.
Application has been made to list and trade the Notes on the regulated market of the Luxembourg Stock Exchange only. 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 ......................................................................................................................
99.249 percent
U.S.$ 1,736,857,500
Underwriting Discount ..........................................................................................................
0.14 percent
U.S.$ 2,450,000
Proceeds to the State Treasury ..............................................................................................
99.109 percent
U.S.$ 1,734,407,500
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 April 6, 2016, through the book-entry facilities of The Depository Trust Company, Euroclear or
Clearstream, Luxembourg.
* * *
Barclays
BNP PARIBAS
Deutsche Bank Securities
J.P. Morgan
March 30, 2016

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 this prospectus
supplement.
The Luxembourg Stock Exchange takes no responsibility for the contents of this prospectus supplement, 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 prospectus supplement and the accompanying
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-42.
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
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.

TABLE OF CONTENTS
SUMMARY OF THE OFFERING ............................................................................................................................................. 1
FORWARD-LOOKING STATEMENTS ................................................................................................................................... 3
USE OF PROCEEDS .................................................................................................................................................................. 4
RECENT DEVELOPMENTS ..................................................................................................................................................... 5
DESCRIPTION OF THE NOTES ............................................................................................................................................. 33
TAXATION ............................................................................................................................................................................... 37
UNDERWRITING .................................................................................................................................................................... 40
OFFERING RESTRICTIONS ................................................................................................................................................... 42
GENERAL INFORMATION .................................................................................................................................................... 43
LEGAL MATTERS ................................................................................................................................................................... 44
OFFICIAL STATEMENTS AND DOCUMENTS ................................................................................................................... 45

Prospectus

USE OF PROCEEDS .............................................................................................................................................. 1

THE REPUBLIC OF POLAND .............................................................................................................................. 2
THE ECONOMY .................................................................................................................................................... 9

BALANCE OF PAYMENTS AND FOREIGN TRADE ........................................................................................ 23

MONETARY AND FINANCIAL SYSTEM .......................................................................................................... 29

PUBLIC FINANCE ................................................................................................................................................. 39

PUBLIC DEBT ........................................................................................................................................................ 47

TOTAL EXTERNAL DEBT ................................................................................................................................... 54

DESCRIPTION OF THE SECURITIES ................................................................................................................. 56

ENFORCEABILITY OF JUDGMENTS ................................................................................................................ 65

TAXATION ............................................................................................................................................................. 66

PLAN OF DISTRIBUTION .................................................................................................................................... 67

VALIDITY OF THE SECURITIES ........................................................................................................................ 68

AUTHORIZED AGENT IN THE UNITED STATES ............................................................................................ 69

OFFICIAL STATEMENTS AND DOCUMENTS ................................................................................................. 70

FURTHER INFORMATION .................................................................................................................................. 71

INDEX TO TABLES AND SUPPLEMENTARY INFORMATION ..................................................................... T-1

SUMMARY OF THE OFFERING
Issuer
The State Treasury of the Republic of Poland, represented by the Minister of Finance.
Securities Offered
U.S.$ 1,750,000,000 principal amount of 3.25 percent notes due 2026 (the "Notes").
Maturity Date
April 6, 2026.
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 3.25 percent per annum.
Interest Payment Dates
April 6 and October 6 of each year commencing October 6, 2016 for the period commencing
from and including April 6, 2016, 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 April 6, 2016, the
Closing Date, with Citibank, N.A., London Branch 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 "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 April 6, 2016.
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 Council Directive 2011/16/EU on administrative cooperation
in the field of taxation, as amended by Council Directive 2014/107/EU, to the extent set forth
in this prospectus supplement and in the accompanying Prospectus under the heading
"Description of the Securities--Payment of Additional Amounts".

1

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 68 to 71 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 (1) with respect to proposed modifications affecting only the Notes: (a) at least 75
percent of the aggregate principal amount of the outstanding Notes, or (b) a written resolution
signed by or on behalf of at least 66 2/3 percent of the aggregate principal amount of the
Notes then outstanding; (2) with respect to proposed modifications affecting two or more
series of debt securities, including the Notes: (a)(i) not less than 75 percent of the aggregate
principal amount of the outstanding debt securities of all series affected by the proposed
modification, taken in the aggregate, or (ii) a written resolution signed by or on behalf of not
less than 66 2/3 percent of the aggregate principal amount of outstanding securities affected
by the proposed modification; and (b)(i) more than 66 2/3 percent of the aggregate principal
amount of the outstanding debt securities of each series affected by the proposed modification
at separate meetings of the holders of each series, taken individually, or (ii) a written
resolution signed by or on behalf of more than 50 percent of the aggregate principal amount
of the outstanding debt securities of each series affected by the proposed modification, taken
individually. 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, and those applicable to all of the Republic of Poland's other
outstanding public external indebtedness issued prior to April 2, 2015.

S-2

FORWARD-LOOKING STATEMENTS
This prospectus supplement includes forward-looking statements. All statements other than statements of historical fact
included in this prospectus supplement regarding, among other things, Poland's economy, fiscal condition, politics, debt or
prospects may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by
the use of forward-looking terminology such as "may", "will", "expect", "project", "intend", "estimate", "anticipate",
"believe", "continue", "could", "should", "would" or the like. Although the State Treasury believes that expectations
reflected in its forward-looking statements are reasonable at this time, there can be no assurance that such expectations will
prove to be correct. The State Treasury undertakes no obligation to update the forward-looking statements contained in this
prospectus supplement or any other forward-looking statement included herein.

S-3

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.$
1,734,407,500.

S-4

RECENT DEVELOPMENTS
Domestic Political Developments
2015 Elections and Composition of New Government
Presidential Elections
The most recent presidential election concluded on May 24, 2015, after two rounds. The two competing candidates were
Bronislaw Komorowski, of the Civic Platform ("PO") party (the former President of Poland) and Andrzej Duda, of the Law
and Justice ("PiS") party (a former Secretary of State in the Chancellery of the President of Poland and a former member of
the European Union Parliament). Andrzej Duda won the election with 51.55 percent of the votes cast in the second round of
the election, and assumed office on August 6, 2015. The next presidential elections will be held in 2020.
Parliamentary Elections
The most recent Parliamentary elections were held on October 25, 2015. Following the elections, the PiS received
37.58 percent of the vote, the PO received 24.09 percent of the vote, the Kukiz'15 (Pawel Kukiz's new party) received
8.81 percent of the vote, Nowoczesna.pl (Ryszard Petru's new party, "Nowoczesna") received 7.55 percent of the vote and
the Polish People's Party ("PSL") received 5.13 percent of the vote. In November 2015, the current Government was formed,
led by the new Prime Minister Beata Szydlo, who had previously been a Member of the Polish Parliament (during the fifth,
sixth and seventh terms) and a Deputy President of the PiS.
The following table shows a breakdown of the distribution of seats in the Sejm (by party) and the Senate (by party) as of
March 11, 2016. This table hereby amends and supersedes the corresponding table on page 5 of the accompanying
Prospectus.

Seats
Sejm

Law and Justice (PiS) ..............................................................................................................................................................................................................
234
Civic Platform (PO) .................................................................................................................................................................................................................
138
Kukiz `15 ................................................................................................................................................................................................................................
40
Nowoczesna .............................................................................................................................................................................................................................
29
Polish People's Party (PSL) ....................................................................................................................................................................................................
16
Unaffiliated ..............................................................................................................................................................................................................................
3
Total .........................................................................................................................................................................................................................................
460

Seats
Senate

Law and Justice (PiS) ..............................................................................................................................................................................................................
62
Civic Platform (PO) .................................................................................................................................................................................................................
33
Polish People's Party (PSL) ....................................................................................................................................................................................................
1
Unaffiliated ..............................................................................................................................................................................................................................
4
Total .........................................................................................................................................................................................................................................
100
___________
Source: Sejm and Senate
The next Parliamentary elections will be held in 2019.
New Government Policies and Legislative Agenda
Constitutional Tribunal
The Polish constitutional tribunal (the "Constitutional Tribunal") was established in 1982 to resolve constitutional issues
involving governmental institutions. The Constitutional Tribunal is composed of 15 judges, chosen by the Sejm for a term of
nine years each.
In June 2015, the Sejm enacted a new act on the Constitutional Tribunal, which enabled the former Parliament to appoint five
new judges to replace five judges whose terms were to expire by the end of 2015. Five new judges (the "Former Parliament
Appointees") were appointed by the former Parliament in October 2015. Following the October 2015 Parliamentary
elections, Andrzej Duda, the President of Poland, refused to accept the five Former Parliament Appointees' oaths, and the
Parliament revoked the appointment of the Former Parliament Appointees and appointed five other judges (whose oaths were
accepted by the President) (the "New Parliament Appointees") in their stead.

S-5

Subsequently, PO and Nowoczesna filed a motion to the Constitutional Tribunal to resolve whether the act adopted in June
2015, and the appointment of the Former Parliament Appointees thereunder, was constitutional. In December 2015, the
Constitutional Tribunal ruled that three of the five Former Parliament Appointees had been constitutionally appointed by the
former Parliament. However, the President has not yet accepted the oaths of these three judges.
At the end of December 2015, new legislation (the "December 2015 Act") was enacted containing significant changes to the
act adopted in June 2015 relating to the Constitutional Tribunal. Among other things, the December 2015 Act (i) increased
the threshold required for decisions of the Constitutional Tribunal from a simple majority to a two-thirds majority,
(ii) increased the quorum requirement from 9 to 13 judges, (iii) increased to six months (or three months, in exceptional
circumstances) the delay before which the Constitutional Tribunal may rule on a case referred to it, and (iv) required the
Constitutional Tribunal to hear cases in the order in which they are filed. On March 9, 2016, the Constitutional Tribunal held
that the December 2015 Act is unconstitutional. To date the Government has not published this judgment, meaning that the
judgment has not yet become legally binding.
Due to controversy surrounding the constitutionality of the December 2015 Act, the Polish Government submitted the act to
be analyzed by the Venice Commission of the Council of Europe. The Venice Commission visited Poland in February 2016
and on March 11, 2016, issued a critical opinion on the topic. See also "International Relations and Regional
Arrangements-Regional Arrangements-EU Rule of Law Assessment."
Media Laws
In January 2016, the Polish Act on Radio and Television Broadcasting dated December 29, 1992 was amended. The
amendments change the appointment process for the management of Polish state-owned media companies (including TVP
S.A. and Polskie Radio S.A.). Pursuant to the amendments, the members of the Management and Supervisory Boards of
Polish state-owned media companies are elected by the Minister of State Treasury rather than by the National Broadcasting
Council (which is the industry regulator). The Minister of State Treasury was also granted the power to cancel the
appointment of the members of the Management and Supervisory Boards of such companies. Simultaneously with the
appointment by the Minister of new members of the Management and Supervisory Boards of state-owned media companies
based on the amended act, the terms of office of the then-current members of such boards were automatically terminated. See
also "International Relations and Regional Arrangements-Regional Arrangements-EU Rule of Law Assessment".
The Government has also proposed further changes to the Polish state owned media sector, including the transformation of
Polish state-owned media companies (currently operating as joint-stock companies) into so-called "national media" and
changes to the financing arrangements for such media companies.
Civil Service
In early 2016, Polish Act on the Civil Service dated November 21, 2008 was amended. Pursuant to the amended Act, senior
positions in the civil service will be filled by appointment (with the chairman of the civil service appointed by the Prime
Minister), instead of through competitive application processes. The employment contracts of individuals who held such
positions in the civil service were terminated within 30 days after the publication of the amending legislation on January 22,
2016, unless they were appointed civil servants pursuant to the Act on the Civil Service or they were reappointed pursuant to
the amended Act on the Civil Service.
In January 2016, Parliament also passed legislation that merges the Polish prosecutor's office into the Ministry of Justice and
confers the functions of the Prosecutor General onto the Justice Minister, reversing reforms introduced by the previous
Government in 2009.
Surveillance Laws
In July 2014, the Constitutional Tribunal ruled that some provisions of the Polish Police Act dated April 6, 1990 and other
acts relating to the surveillance methods used by Polish agencies were unconstitutional. The Constitutional Tribunal
prescribed an 18-month period to enact consequential amendments to the Polish Police Act and other relevant legislation. The
amending legislation entered into force on February 7, 2016. Among other things, the amendments make it easier for Polish
agencies to access telecommunications usage data, including metadata of internet users. The Venice Commission is currently
preparing an opinion on the amendments at the request of the Parliamentary Assembly of the Council of Europe.
Social Spending Initiatives
The Government plans to implement a new social program entitled "Family 500+". The program entails a direct cash transfer
to families of PLN500 per month per eligible child until the child reaches the age of 18. Assistance under the program for the
first child will be means-tested based on family income, while all families will be eligible for assistance for additional
children. To be eligible for the assistance for the first child, a family's monthly income must be below PLN800, provided
that the monthly income threshold for families in which at least one child is disabled is PLN1200.

S-6