Obligation Czechia 4.625% ( XS0194957527 ) en EUR

Czechia

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XS0194957527 ( en EUR )

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23/06/2014 - Obligation échue

Prospectus brochure de l'obligation Czech Republic XS0194957527 en EUR 4.625%, échue

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L'Obligation émise par Czechia ( Republique tcheque ) , en EUR, avec le code ISIN XS0194957527, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/06/2014

INFORMATION MEMORANDUM
THE CZECH REPUBLIC
acting through the Ministry of Finance
C3,000,000,000
PROGRAMME FOR
THE ISSUANCE OF DEBT INSTRUMENTS
Application has been made to the Luxembourg Stock Exchange for debt instruments (the ``Instruments'')
issued under the programme (the ``Programme'') described in this Information Memorandum (as defined
herein) to be listed on the Luxembourg Stock Exchange during the period of twelve months after the date
hereof. However, Instruments may also be issued under the Programme which are not listed on any stock
exchange. The Programme also permits Instruments to be issued on an unlisted basis or to be admitted to
listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or
quotation systems as may be agreed with the Issuer (as defined herein).
Arrangers for the Programme
Deutsche Bank
Morgan Stanley
Dealers
Deutsche Bank
Morgan Stanley
3 June 2004

The Czech Republic (the ``Issuer'') acting through the Ministry of Finance accepts responsibility for the
information contained in this document. To the best of the knowledge and belief of the Issuer (which has
taken all reasonable care to ensure that such is the case), the information contained in this document is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This document should be read and construed with any amendment or supplement thereto (this document,
as amended or supplemented, the ``Information Memorandum'') and with any other documents
incorporated by reference and, in relation to any Series (as defined herein) of Instruments, should be read
and construed together with the relevant Pricing Supplements) (as defined herein). This Information
Memorandum may only be used for the purposes for which it has been published.
The Issuer has confirmed to the dealers (the ``Dealers'') named under ``Subscription and Sale'' below that
this Information Memorandum is true, accurate and complete in all material respects and is not
misleading; that the opinions and intentions expressed therein are honestly held and based on reasonable
assumptions; that there are no other facts in relation to the information contained or incorporated by
reference in this Information Memorandum the omission of which would, in the context of the
Programme or the issue of the Instruments, make any statement therein or opinions or intentions
expressed therein misleading in any material respect; and that all reasonable enquiries have been made to
verify the foregoing. The Issuer has further confirmed to the Dealers that this Information Memorandum
(together with the relevant Pricing Supplement) contains all such information as may be required by all
applicable laws, rules and regulations.
No person has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Information Memorandum or any other document entered into in
relation to the Programme or any information supplied by the Issuer or such other information as is in the
public domain and, if given or made, such information or representation should not be relied upon as
having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts
any responsibility, as to the accuracy or completeness of the information contained in this Information
Memorandum. Neither the delivery of this Information Memorandum or any Pricing Supplement nor the
offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the
information contained in this Information Memorandum is true subsequent to the date thereof or the
date upon which this Information Memorandum has been most recently amended or supplemented or
that there has been no adverse change in the financial situation of the Issuer since the date thereof or, if
later, the date upon which this Information Memorandum has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Information Memorandum and its purchase of Notes should be based upon
any such investigation as it deems necessary.
The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale and
delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose
possession this Information Memorandum or any Pricing Supplement comes are required by the Issuer
and the Dealers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Instruments and on the distribution of this
Information Memorandum or any Pricing Supplement and other offering material relating to the
Instruments, see ``Subscription and Sale''. In particular, Instruments have not been and will not be
registered under the United States Securities Act of 1933 (as amended) and may include Instruments in
bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments
may not be offered, sold or delivered within the United States or to U.S. persons.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation
to subscribe for or purchase any Instruments and should not be considered as a recommendation by the
Issuer, the Dealers or any of them that any recipient of this Information Memorandum or any Pricing
Supplement should subscribe for or purchase any Instruments. Each recipient of this Information
Memorandum or any Pricing Supplement shall be taken to have made its own investigation and appraisal
of the condition (financial or otherwise) of the Issuer.
All references in this Information Memorandum to ``Euro'', ``EUR'' or ``A'' are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the
Treaty establishing the European Community, as amended and all references to ``Czech Koruna'' or
2

``CZK'' are to the lawful currency of the Czech Republic. For the convenience of the reader, this
Information Memorandum contains translations of information in Czech koruna amounts into EUR at
the specified rates. Unless otherwise indicated, the EUR equivalent for information in Czech koruna is
based on the average mid-rate reported by the C
eska´ na´rodni´ banka (the ``Czech National Bank'' or
``CNB'') for 2003, which was CZK 31.844 = EUR 1. On 27 May 2004, the exchange rate (mid-rate)
between Czech koruna and EUR reported by the CNB was CZK 31.865 = 1 EUR. No representation is
made that the Czech koruna or EUR amounts referred to herein could have been or could be converted
into EUR or Czech koruna, as the case may be, at any particular rate or at all.
Certain figures included in this Information Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them.
In connection with the issue of any Tranche of Instruments under the Programme, the Dealer (if any)
which is specified in the relevant Pricing Supplement as the Stabilising Manager (or any person acting for
the Stabilising Manager) may over-allot or effect transactions with a view to supporting the market price
of the Instruments at a level higher than that which might otherwise prevail for a limited period.
However, there may be no obligation on the Stabilising Manager (or any agent of the Stabilising
Manager) to do this. Such stabilising, if commenced, may be discontinued at any time and must be
brought to an end after a limited period. Such stabilising shall be in compliance with all applicable laws,
regulations and rules.
3

DOCUMENTS INCORPORATED BY REFERENCE
This Information Memorandum should be read and construed in conjunction with each relevant Pricing
Supplement. All amendments and supplements to this Information Memorandum and any Pricing
Supplements prepared by the Issuer from time to time shall be deemed to be incorporated in, and to form
part of, this Information Memorandum, save that any statement contained in this Information
Memorandum or in any of the documents incorporated by reference in, and forming part of, tills
Information Memorandum shall be deemed to be modified or superseded for the purpose of this
Information Memorandum to the extent that a statement contained in any document subsequently
incorporated by reference modifies or supersedes such statement.
The Issuer has undertaken, in connection with the listing of the Instruments on the Luxembourg Stock
Exchange, that if there shall occur any adverse change in the financial position of the Issuer or any change
in the information set out under ``Terms and Conditions of the Instruments'', that is material in the
context of issuance under the Programme the Issuer will prepare or procure the preparation of an
amendment or supplement to this Information Memorandum or, as the case may be, publish a new
Information Memorandum, for use in connection with any subsequent issue by the Issuer of Instruments
to be listed on the Luxembourg Stock Exchange.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon request
therefor, a copy of this Information Memorandum (or any document incorporated by reference in this
Information Memorandum). Written or telephone requests for such documents should be directed to the
specified office of any Paying Agent or the specified office of the Listing Agent in Luxembourg.
4

TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME ..............................................................................................
6
TERMS AND CONDITIONS OF THE INSTRUMENTS .............................................................
10
PROVISIONS RELATING TO THE INSTRUMENTS WHILST IN GLOBAL FORM........
32
FORM OF PRICING SUPPLEMENT................................................................................................
36
THE CZECH REPUBLIC ....................................................................................................................
41
THE CZECH ECONOMY....................................................................................................................
47
BALANCE OF PAYMENTS AND FOREIGN TRADE ..............................................................
51
PRIVATISATION AND TRANSFORMATION INSTITUTIONS..............................................
57
MONETARY AND FINANCIAL SYSTEM ....................................................................................
63
PUBLIC FINANCE ................................................................................................................................
72
GENERAL GOVERNMENT DEBT .................................................................................................
78
TAXATION .............................................................................................................................................
85
SUBSCRIPTION AND SALE..............................................................................................................
86
GENERAL INFORMATION ..............................................................................................................
88
5

SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this document and,
in relation to any Instruments, in conjunction with the relevant Pricing Supplement and, to the extent
applicable, the Terms and Conditions of the Instruments set out herein.
Issuer:
The Czech Republic acting through the Ministry of Finance
Arrangers:
Deutsche Bank AG London and Morgan Stanley & Co. International
Limited.
Dealers:
Deutsche Bank AG London and Morgan Stanley & Co. International
Limited and any other dealer appointed from time to time by the
Issuer either generally in respect of the Programme or in relation to a
particular Tranche (as defined below) of Instruments.
Issue and Paying Agent:
Citibank, N.A.
Registrar:
Citigroup Global Markets Deutschland AG & Co. KGaA
Luxembourg Listing Agent:
Kredietbank S.A. Luxembourgeoise
Initial Programme Amount:
A3,000,000,000 (and, for this purpose, any Instruments denominated
in another currency shall be translated into A3,000,000,000 at the date
of the agreement to issue such Instruments using the spot rate of
exchange for the purchase of such currency against payment of U.S.
dollars being quoted by the Issue and Paying Agent on the date on
which the relevant agreement in respect of the relevant Tranche (as
defined below) was made or such other rate as the Issuer and the
relevant Dealer may agree) in aggregate principal amount of
Instruments outstanding at any one time. The maximum aggregate
principal amount of Instruments permitted to be outstanding at any
one time under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealership
Agreement as defined under ``Subscription and Sale''.
Issuance in Series:
Instruments will be issued in series (each, a ``Series''). Each Series
may comprise one or more tranches (``Tranches'' and each, a
``Tranche'') issued on different issue dates. The Instruments of each
Series will all be subject to identical terms, except that the issue date
and the amount of the first payment of interest may be different in
respect of different Tranches. The Instruments of each Tranche will
all be subject to identical terms in all respects save that a Tranche
may comprise Instruments of different denominations.
Form of Instruments:
Instruments may be issued in bearer form or in registered form. In
respect of each Tranche of Instruments issued in bearer form, the
Issuer will deliver a temporary global Instrument (a ``Temporary
Global Instrument'') or (if so specified in the relevant Pricing
Supplement in respect of Instruments to which U.S. Treasury
Regulation §1.163-5(c)(2)(i)(C) (the ``TEFRA C Rules'') applies
(as so specified in such Pricing Supplement)) a permanent global
instrument (a ``Permanent Global Instrument''). Such global
Instrument will be deposited on or before the relevant issue date
therefor with a depositary or a common depositary for Euroclear
Bank S.A./N.V., as operator of the Euroclear System (``Euroclear'')
and/or
Clearstream
Banking,
socie´te´
anonyme,
Luxembourg
(``Clearstream, Luxembourg'') and/or any other relevant clearing
system. Each Temporary Global Instrument will be exchangeable for
a Permanent Global Instrument or, if so specified in the relevant
Pricing Supplement, for Instruments in definitive bearer form
(``Definitive Instruments'') and/or (if so specified in the relevant
Pricing Supplement) registered form in accordance with its terms
(``Registered Instruments''). Each Permanent Global Instrument will
be exchangeable for Definitive Instruments and/or (if so specified in
6

the relevant Pricing Supplement) Registered Instruments in
accordance with its terms. (See further under ``Provisions Relating
to the Instruments whilst in Global Form'' below). Definitive
Instruments will, if interest-bearing, either have interest coupons
(``Coupons'') attached and, if appropriate, a talon (``Talon'') for
further Coupons and will, if the principal thereof is repayable by
instalments, have payment receipts (``Receipts'') attached. Each
Instrument issued in registered form shall represent the entire
holding of Registered Instruments by the same holder. A Registered
Instrument may be registered in the name of a nominee for one or
more clearing system and such an Instrument is referred to herein as
a ``Global Registered Instrument''. Instruments in registered form
may not be exchanged for Instruments in bearer form.
Currencies:
Instruments may be denominated in any currency or currencies,
subject to compliance with all applicable legal and/or regulatory and/
or central bank requirements.
Issues of Instruments with a maturity of more than one year
denominated in Swiss Francs or carrying a Swiss Franc-related
element will be effected in compliance with the relevant regulations
of the Swiss National Bank based on article 7 of the Federal Law on
Banks and Savings Banks of 8 November 1934 (as amended) and
article 15 of the Federal Law on Stock Exchanges and Securities
Trading of 24 March 1995 (as amended) in connection with article 2,
paragraph 2 of the Ordinance of the Federal Banking Commission on
Stock Exchanges and Securities Trading of 25 June 1997. Under
these regulations, the relevant Dealer or, in the case of a syndicated
issue, the lead manager (the ``Swiss Dealer''), must be a bank
domiciled in Switzerland (which includes branches or subsidiaries of
a foreign bank located in Switzerland) or a securities dealer duly
licensed by the Swiss Federal Banking Commission pursuant to the
Federal Law on Stock Exchanges and Securities Trading of 24 March
1995 (as amended). The Swiss Dealer must report certain details of
the relevant transaction to the Swiss National Bank no later than the
date of issue of the relevant Instruments.
Status and Ranking of
Instruments issued will constitute direct, general and unconditional
Instruments:
obligations of the Issuer which will at all times rank pari passu among
themselves and at least pari passu with all other present and future
unsecured obligations of the Issuer save for such obligations as may
be preferred by provisions of law that are mandatory and of general
application to creditor rights.
Issue Price:
Instruments may be issued at any price and either on a fully or partly
paid basis, as specified in the relevant Pricing Supplement.
Maturities:
Any maturity, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Where Instruments have a maturity of less than one year and either
(a) the issue proceeds are received by the Issuer in the United
Kingdom or (b) the activity of issuing the Instruments is carried on
from an establishment maintained by the Issuer in the United
Kingdom, such Instruments must (i) have a minimum redemption
value of £100,000 (or its equivalent in other currencies) and be issued
only to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as principal or
agent) for the purposes of their business; or (ii) be issued in other
circumstances which do not constitute a contravention of section 19
7

of the Financial Services and Markets Act 2000 (the ``FSMA'') by the
Issuer.
Redemption:
Instruments may be redeemable at par or at such other Redemption
Amount (detailed in a formula or otherwise) as may be specified in
the relevant Pricing Supplement.
Early Redemption:
Early redemption will be permitted as mentioned in ``Terms and
Conditions of the Instruments Optional Early Redemption (Call)''
and `` Optional Early Redemption (Put)'', only to the extent
specified in the relevant Pricing Supplement.
Interest:
Instruments may be interest-bearing or non-interest bearing. Interest
(if any) may accrue at a fixed or floating rate and may vary during the
lifetime of the relevant Series.
Denominations:
Instruments will be issued in such denominations as may be specified
in the relevant Pricing Supplement, subject to compliance with all
applicable legal and/or regulatory and/or central bank requirements.
Taxation:
All payments in respect of Instruments will be made free and clear of
withholding taxes of the Czech Republic, unless the withholding is
required by law. In that event, the Issuer will (subject as provided in
Condition 8) pay such additional amounts as will result in the
Instrument holders receiving such amounts as they would have
received in respect of such Instruments had no such withholding been
required.
Redenomination:
In respect of any Tranche of Instruments, if the country of the
Specified Currency becomes or, announces its intention to become, a
Participating Member State, the Instruments may be redenominated
in euro in accordance with Condition 18 if so specified in the relevant
Pricing Supplement.
Negative Pledge:
Instruments will have the benefit of a negative pledge in relation to
Public External Indebtedness of the Issuer, all as more fully
described in Condition 4.
Governing Law:
The Instruments and all related contractual documentation will be
governed by, and construed in accordance with, English law.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/
or any other stock exchange as may be agreed between the Issuer and
the relevant Dealer and specified in the relevant Pricing Supplement
or may be unlisted.
Terms and Conditions:
A Pricing Supplement will be prepared in respect of each Tranche of
Instruments a copy of which will, in the case of Instruments to be
listed on the Luxembourg Stock Exchange be delivered to the
Luxembourg Stock Exchange on or before the date of issue of such
Instruments. The terms and conditions applicable to each Tranche
will be those set out herein under ``Terms and Conditions of the
Instruments'' as supplemented, modified or replaced by the relevant
Pricing Supplement.
Enforcement of Instruments in
In the case of Instruments in global form, individual investors rights
Global Form:
will be governed by a Deed of Covenant dated 3 June 2004, a copy of
which will be available for inspection at the specified office of the
Issue and Paying Agent.
Clearing Systems:
Euroclear, Clearstream, Luxembourg and/or, in relation to any
Instruments, any other clearing system as may be specified in the
relevant Pricing Supplement.
8

Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries
of Instruments and on the distribution of offering material in the
United States of America, the Czech Republic, the United Kingdom,
Japan, Switzerland and the Federal Republic of Germany, see under
``Subscription and Sale''.
9

TERMS AND CONDITIONS OF THE INSTRUMENTS
The following are the Terms and Conditions of the Instruments which as supplemented, modified or
replaced in relation to any Instruments by the relevant Pricing Supplement, will be applicable to each Series
of Instruments:
The Instruments are issued pursuant to and in accordance with an issue and paying agency agreement
dated 3 June 2004 as amended, supplemented or replaced (the ``Issue and Paying Agency Agreement'')
and made between the Czech Republic acting through the Ministry of Finance (the ``Issuer''), Citibank,
N.A. in its capacity as issue and paying agent (the ``Issue and Paying Agent'', which expression shall
include any successor to Citibank, N.A. in its capacity as such), Citigroup Global Markets Deutschland
AG & Co. KGaA as registrar (the ``Registrar''), which expression shall include any successor to
Citigroup Global Markets Deutschland AG & Co. KGaA in its capacity as such) and Kredietbank S.A.
Luxembourgeoise and BNP Paribas Luxembourg as paying agents (the ``Paying Agents'', which
expression shall include the Issue and Paying Agent and any substitute or additional paying agents
appointed in accordance with the Issue and Paying Agency Agreement, and ``Paying Agents'' shall be
construed accordingly) and as transfer agents (``Transfer Agents'', which expression shall include any
successor or additional transfer agents appointed in accordance with the Issue and Paying Agency
Agreement). For the purposes of making determinations or calculations of interest rates, interest
amounts, redemption amounts or any other matters requiring determination or calculation in accordance
with the Conditions of any Series of Instruments (as defined below), the Issuer may appoint a calculation
agent (the ``Calculation Agent'') for the purposes of such Instruments, in accordance with the provisions
of the Issue and Paying Agency Agreement, and such Calculation Agent shall be specified in the
applicable Pricing Supplement. The Instruments have the benefit of a deed of covenant (as amended,
supplemented or replaced, the ``Deed of Covenant'') dated 3 June 2004 executed by the Issuer in relation
to the Instruments. Copies of the Issue and Paying Agency Agreement and the Deed of Covenant are
available for inspection during normal business hours at the specified office of each of the Paying Agents,
the Registrar, and the Transfer Agents. All persons from time to time entitled to the benefit of
obligations under any Instruments shall be deemed to have notice of, and shall be bound by, all of the
provisions of the Issue and Paying Agency Agreement and the Deed of Covenant insofar as they relate to
the relevant Instruments.
The Instruments are issued in series (each, a ``Series''), and each Series may comprise one or more
tranches (``Tranches'' and each, a ``Tranche'') of Instruments. Each Tranche will be the subject of a
pricing supplement (each, a ``Pricing Supplement''), a copy of which will be available during normal
business hours at the specified office of the Issue and Paying Agent and/or, as the case may be, the
Registrar. In the case of a Tranche of Instruments in relation to which application has not been made for
listing on any stock exchange, copies of the Pricing Supplement will only be available by a Holder of or,
as the case may be, a Relevant Account Holder (as defined in the Deed of Covenant) in respect of, such
Instruments.
References in these Terms and Conditions to Instruments are to Instruments of the relevant Series and
any references to Coupons (as defined in Condition 1.2) and Receipts (as defined in Condition 1.3) are to
Coupons and Receipts relating to Instruments of the relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement or
Pricing Supplement(s) prepared in relation to the Instruments of the relevant Tranche or Series.
In respect of any Instruments, references herein to these Terms and Conditions are to these terms and
conditions as supplemented or modified or (to the extent thereof) replaced by the Pricing Supplement.
1.
Form and Denomination
Form of Instruments
1.1
Instruments are issued in bearer form (``Bearer Instruments'') or in registered form (``Registered
Instruments''), as specified in the Pricing Supplement and are serially numbered. Registered
Instruments are not exchangeable for Bearer Instruments.
1.2
Interest-bearing Bearer Instruments have attached thereto at the time of their initial delivery
coupons (``Coupons''), presentation of which will be a prerequisite to the payment of interest save
in certain circumstances specified herein. In addition, if so specified in the Pricing Supplement, such
Instruments have attached thereto at the time of their initial delivery, a talon (``Talon'') for further
coupons and the expression ``Coupons'' shall, where the context so requires, include Talons.
10