Obligation Lietuvos Vyriausyb? 2.125% ( XS1310032260 ) en EUR

Lietuvos Vyriausyb?

100 % ⇌

Lituanie

XS1310032260 ( en EUR )

2.125% par an ( paiement annuel )

22/10/2035 - Obligation échue

Prospectus brochure de l'obligation Central government: Lithuania XS1310032260 en EUR 2.125%, échue

1 000 EUR

1 200 000 000 EUR

Le gouvernement central de la Lituanie est dirigé par le président, qui nomme le Premier ministre, responsable d'un gouvernement responsable devant le Seimas (parlement).

L'Obligation émise par Lietuvos Vyriausyb? ( Lituanie ) , en EUR, avec le code ISIN XS1310032260, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/10/2035

OFFERING CIRCULAR DATED 20 MAY 2022

THE REPUBLIC OF LITHUANIA

Euro Medium Term Note Programme
Under the euro medium term note programme (the "Programme") described in this Offering Circular, the Republic of Lithuania (the
"Issuer", the "Republic" or "Lithuania") may from time to time issue notes (the "Notes") denominated in any currency agreed
between the Republic and the relevant Dealer (as defined below).
Notes may be issued in bearer or registered form (respectively, "Bearer Notes" and "Registered Notes"). The Notes may be issued
on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed
under the Programme from time to time by the Republic (each, a "Dealer" and together the "Dealers"), which appointment may be
for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue
of Notes being (or intended to be) subscribed by more than one Dealer, be to al Dealers agreeing to subscribe such Notes.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities
of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange (the "Official List") and to admit
the Notes to trading on the Luxembourg Stock Exchange's regulated market (the "Market") pursuant to the rules and regulations of
the Luxembourg Stock Exchange. This Offering Circular neither constitutes a base prospectus pursuant to the Luxembourg law on
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 16 July 2019 (the "Luxembourg Prospectus
Law") which implements Regulation (EU) 2017/1129 (the "Prospectus Regulation") nor a simplified base prospectus pursuant to
Part III of the Luxembourg Prospectus Law. Accordingly, this Offering Circular does not purport to meet the format and the disclosure
requirements of the Prospectus Regulation and Commission Delegated Regulation (EU) 2019/980 implementing the Prospectus
Regulation, and it has not been, and will not be, submitted for approval to any competent authority within the meaning of the
Prospectus Regulation and in particular the Supervisory Commission of the Financial Sector (Commission de Surveillance du Secteur
Financier) (the "CSSF"), in its capacity as competent authority under the Luxembourg Prospectus Law.
The Republic may agree with any Dealer that Notes may be issued in a form not contemplated by the terms and conditions (the "Terms
and Conditions" or "Conditions") of the Notes herein, in which event a supplement to the Offering Circular, in the case of listed
Notes only, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Notes issued under the Programme may be rated or unrated. Where a Tranche (as defined below) of Notes is rated, such rating will
be disclosed in the applicable Pricing Supplement (as defined below). Whether or not each credit rating applied for in relation to a
relevant Series (as defined below) of Notes will be issued by a credit rating agency established in the European Union ("EU") and
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") wil be disclosed clearly and prominently in
the Pricing Supplement.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
The Notes have not been and wil not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or other jurisdiction of the United States that is subject to U.S.
tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to
U.S. Persons (see "Subscription and Sale").
Arranger and Permanent Dealer
BNP PARIBAS

The Issuer confirms, to the best of its knowledge, that this offering circular, as amended or supplemented
(and including all information incorporated by reference herein, including any Investor Presentation) (the
"Offering Circular") contains all information with respect to the Issuer and the Notes which is material in
the context of the issue and offering of the Notes, that the information contained in this Offering Circular
is true and accurate in every material respect and is not misleading, that the opinions and intentions
expressed in this Offering Circular are honestly held and that there are no other facts the omission of which
makes misleading any statement herein, whether of fact or opinion. The Issuer accepts responsibility for
the information contained in this Offering Circular accordingly.
Notice of the aggregate principal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche
(as defined under "Terms and Conditions of the Notes") of Notes will be set out in a pricing supplement
document (the "Pricing Supplement") which, with respect to Notes to be listed on the Luxembourg Stock
Exchange will be filed with the CSSF. Copies of Pricing Supplements in relation to Notes to be listed on
the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
The Issuer has, pursuant to an amended and restated dealer agreement dated 20 May 2022 (the "Dealer
Agreement") appointed BNP Paribas as permanent dealer for the Notes under the Programme (the
"Permanent Dealer", and, together with any other dealers that may be appointed from time to time in
relation to one or more tranches, the "Dealers"), and has authorised and requested the Dealers to circulate
this Offering Circular in connection with the Programme, subject to the provisions of the Dealer Agreement.
The Issuer has confirmed to the Dealers that this Offering Circular (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 in connection with the offering of the Notes to give any information or make
any representation regarding the Issuer or the Notes other than as contained in this Offering Circular. Any
such representation or information should not be relied upon as having been authorised by the Issuer or any
agency thereof or the Dealers. Neither the delivery of this Offering Circular nor any sales made in
connection with the issue of Notes shall, under any circumstances, constitute a representation that there has
been no change in the affairs of the Issuer since the date hereof.
None of the Dealers has separately verified the information contained in this Offering Circular. To the
fullest extent permitted by law, the Dealers do not accept any responsibility for the contents of this Offering
Circular (including any information incorporated by reference) or for any other statement, made or
purported to be made by the Dealers in connection with the Issuer or the issue and offering of the Notes.
The Dealers accordingly disclaim all and any liability whether arising in tort or contract or otherwise which
any of them might otherwise have in respect of this Offering Circular or any Pricing Supplement or any
such statement. Each person receiving this Offering Circular or any Pricing Supplement acknowledges that
such person has not relied on any Dealer or any person affiliated with any Dealer in connection with its
investigation of the accuracy of such information or its investment decision. Each person contemplating
making an investment in the Notes must make its own investigation and analysis of the creditworthiness of
the Issuer and its own determination of the suitability of any such investment, with particular reference to
its own investment objectives and experience and any other factors which may be relevant to it in
connection with such investment.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or any
agency thereof or any Dealer to subscribe or purchase, any of the Notes. The distribution of this Offering
Circular and any Pricing Supplement and the offering of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Offering Circular or any Pricing Supplement comes are required
by the Dealers to inform themselves about and to observe any such restrictions. For a description of certain
further restrictions on offers and sales of Notes and distribution of this Offering Circular or any Pricing
Supplement and other offering material relating to the Notes, see "Subscription and Sale".
In this Offering Circular, all references to "U.S. dollars", "U.S.$" and "USD" are to the lawful currency for
the time being of the United States of America, all references to "SDR" are to Special Drawing Rights
against the International Monetary Fund (the "IMF"), all references to "", "EUR" and "Euro" are to the
currency introduced on 1 January 1999 at the start of the third stage of European Economic and Monetary
Union pursuant to the Treaty establishing the European Community, as amended.
Unless otherwise stated, all annual information, including budgetary information, is based on calendar
years. Figures included in this Offering Circular have been subject to rounding adjustments; accordingly,
i

figures shown for the same item of information may vary, and figures which are totals may not be the
arithmetical aggregate of their components.
Statistical data appearing in this Offering Circular has unless otherwise stated, been obtained from the
Lithuanian Department of Statistics ("Statistics Lithuania"), the Ministry of Finance and the Bank of
Lithuania. Similar statistics may be obtainable from other sources, although the underlying assumptions
and methodology, and consequently the resulting data, may vary from source to source. Statistics Lithuania
is a public authority coordinating official statistics in Lithuania. Among the general principles set out in the
Law on Statistics are independence from political and other interest groups and the confidentiality of
statistical data. The Ministry of Finance is not involved in the preparation of data produced by Statistics
Lithuania, including Gross Domestic Product ("GDP"). Statistical data produced by Statistics Lithuania is
confidential until its release.
Lithuania's official financial and economic statistics are subject to review as part of a regular confirmation
process. As statistical data is reviewed and confirmed, it is classified first as estimated data (for GDP), then
as provisional data, then as non-final data and then as final data. All amounts with respect to GDP and GVA
are nominal (at current prices whereas the growth rates are real). Accordingly, financial and economic
information may be subsequently adjusted or revised. While the Issuer does not expect revisions to be
material, no assurance can be given that material changes will not be made.
Lithuania is a sovereign state. Consequently, it may be difficult for investors to obtain judgments of courts
in countries outside Lithuania against Lithuania. Enforcement of such judgments in Lithuania may be
refused in certain circumstances in the absence of an applicable treaty facilitating such enforcement. See
"Risk Factors--Risks Relating to the Notes--Enforcement of Liabilities; Waiver of Immunity".
MiFID II Product Governance / Target Market: The Pricing Supplement in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID
II") is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels. A
determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
UK MiFIR product governance / target market: The Pricing Supplement in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor
should take into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution
channels. A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of
such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures
Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer
of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1)
of the SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP Regulations
2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Benchmark Regulation: Interest and/or other amounts payable under the Notes may be calculated by
reference to certain reference rates. Any such reference rate may constitute a benchmark for the purposes
of Regulation (EU) 2016/2011 (the "EU Benchmark Regulation") or the retained EU law version of the
EU Benchmark Regulation which applies in the UK under the European Union Withdrawal Act 2018 (the
ii

"UK Benchmark Regulation"). If any such reference rate does constitute such a benchmark, the applicable
Pricing Supplement will indicate whether or not the benchmark is provided by an administrator included in
the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
(Register of administrators and benchmarks) of the EU Benchmark Regulation and/or the UK Benchmarks
Regulation, as applicable. Transitional provisions in the EU Benchmark Regulation and/or the UK
Benchmarks Regulation, as applicable, may have the result that the administrator of a particular benchmark
is not required to appear in the register of administrators and benchmarks at the date of the relevant Pricing
Supplement. The registration status of any administrator under the EU Benchmark Regulation and/or the
UK Benchmarks Regulation, as applicable, is a matter of public record and, save where required by
applicable law, the Issuer does not intend to update the relevant Pricing Supplement to reflect any change
in the registration status of the administrator.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s))
in the applicable Pricing Supplement may over allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws, regulations and rules.
iii

FORWARD LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. All statements other than statements of
historical fact included in this Offering Circular regarding, among other things, Lithuania'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",
"wil ", "expect", "project", "intend", "estimate", "anticipate", "believe", "continue", "could", "should",
"would" or the like. Although the Issuer believes that expectations reflected in its forward-looking
statements are reasonable as at the date of this Offering Circular, there can be no assurance that such
expectations will prove to have been correct and actual results may differ materially. The Issuer undertakes
no obligation to update the forward-looking statements contained in this Offering Circular or any other
forward-looking statement it may make.
For the Issuer, in addition to the factors described in this Offering Circular, including, but not limited to,
those discussed under "Risk Factors", the following factors, among others, could cause future conditions
to differ materially from those expressed in any forward-looking statements made herein:
External factors, such as:

the impact of the international economic environment on the Lithuanian economy, including
liquidity in the international financial markets and volatility in international equity, debt and
foreign exchange markets;

interest rates in financial markets outside Lithuania;

the impact of any changes in the credit rating of Lithuania;

the impact of changes in the international prices of commodities; and

economic conditions in Lithuania's major export markets.
Internal factors, such as:

general economic and business conditions in Lithuania;

foreign currency reserves;

the level of domestic debt;

domestic inflation;

the ability of Lithuania to effect key economic reforms; and

the level of foreign direct and portfolio investment.

iv

CONTENTS

Page
DOCUMENTS INCORPORATED BY REFERENCE .... .... . . ..... .... ...... . ..... ...... .... ...... . . ... ...... .... 2
SUPPLEMENTARY OFFERING CIRCULAR ... .... ...... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... . ... 2
OVERVIEW OF THE PROGRAMME ..... ...... .... . . ... ...... ...... ........... . . ... ...... ........... . . ... ...... .... . . 3
RISK FACTORS . .... ...... ...... ........... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... ....... ...... .... .... 7
FORMS OF THE NOTES .... . . ..... .... ...... ...... . ......... . ..... ...... .... ...... . ..... ...... .... ...... . . ... ...... .... . 15
TERMS AND CONDITIONS OF THE NOTES . . ... ...... . . ... ...... .... . . ... . ........... . ..... ...... .... ...... . . 21
USE OF PROCEEDS ...... ...... .... ...... . ................ . ..... .... ...... ...... . ..... .... . .... . . ... ...... .... . . ..... .... .. 47
FORM OF PRICING SUPPLEMENT . ..... ...... . ......... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... .. 48
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . . .... ...... 60
THE REPUBLIC OF LITHUANIA . ..... ...... .... ...... . ................ . ..... .... . .... . . ... ...... .... . . ..... .... ...... 63
TAXATION . ...... . ......... . . ... ...... ........... . . ... ...... ........... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... 64
SUBSCRIPTION AND SALE .... ...... .... ...... . . ... ...... .... . . ..... .... ...... . . ... ...... .... . . ... . .... . . ... ...... 67
GENERAL INFORMATION .. ..... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... ....... 69
OFFICIAL STATEMENTS .... ...... .... ...... . . ... ...... .... . . ..... .... ...... .................. . ..... .... . .... . . ... ...... 71

- 1-

DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published shall be deemed to be incorporated in, and
form part of, this Offering Circular:
the Terms and Conditions of the Notes set out on pages 19 to 44 of the offering circular dated 15 January
2014, the Terms and Conditions of the Notes set out on pages 19 to 44 of the offering circular dated 21
October 2014, the Terms and Conditions of the Notes set out on pages 14 to 39 of the offering circular
dated 23 September 2015, the Terms and Conditions of the Notes set out on pages 18 to 43 of the offering
circular dated 7 July 2016, the Terms and Conditions of the Notes set out on pages 19 to 44 of the Offering
Circular dated 17 May 2017, the Terms and Conditions of the Notes set out on pages 20 to 45 of the Offering
Circular dated 7 June 2019, the Terms and Conditions of the Notes set out on pages 21 to 46 of the Offering
Circular dated 24 April 2020 and the Terms and Conditions of the Notes set out on pages 21 to 46 of the
Offering Circular dated 1 July 2021 and prepared by the Issuer in connection with the Programme shall be
deemed to be incorporated in, and to form part of, this Offering Circular; and the most recent publicly
available Investor Presentation (the "Investor Presentation") of the Republic, as published by the Republic
from time to time, beginning with the Investor Presentation to be published on or before the first issue of
Notes under the Programme, available at https://finmin.lrv.lt/en/competence-areas/state-debt-
management/government-securities/eurobonds.
All amendments and supplements to this Offering Circular prepared by the Issuer from time to time shall
be deemed to be incorporated in, and to form part of, this Offering Circular provided, however, that any
statement contained in this Offering Circular or in any of the documents incorporated by reference in, and
forming part of, this Offering Circular shall be deemed to be modified or superseded for the purpose of this
Offering Circular to the extent that a statement contained in any document subsequently incorporated by
reference modifies or supersedes such statement.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon oral or written
request, a copy of this Offering Circular and any document incorporated by reference in this Offering
Circular. Written or oral requests for such documents should be directed to the specified office of any
Paying Agent.
SUPPLEMENTARY OFFERING CIRCULAR
In connection with the admission of Notes to the Official List and the admission to trading of Notes on the
Market or the admission of Notes to listing, trading and/or quotation by any other competent authorities,
stock exchanges and/or quotation systems, if there shall occur any adverse change affecting any matter
contained in this Offering Circular or any change in the information set out under "Terms and Conditions
of the Notes", 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 Offering Circular or, as the case may be,
publish a new Offering Circular, for use in connection with any subsequent issue by the Issuer of Notes to
be admitted to the Official List and admitted to trading on the Market or admitted to listing, trading and/or
quotation on any other competent authorities, stock exchanges and/or quotation systems.

- 2-

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is qualified in its entirety by the remainder
of this Offering Circular. Words and expressions defined in "Forms of the Notes" or "Terms and
Conditions of the Notes" below shall have the same meanings in this overview.
Issuer:
The Republic of Lithuania
Legal Entity Identifier:
529900F7Y171QF1RSU09
Risk Factors:
Investing in Notes issued under the Programme involves certain risks.
The principal risk factors relating to the Notes are discussed under "Risk
Factors" below.
Arranger:
BNP Paribas
Dealers:
BNP Paribas as Permanent Dealer 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 Notes.
Fiscal Agent:
Citibank, N.A., London Branch.
Registrar:
Citibank Europe Plc.
Luxembourg Paying and
Banque Internationale à Luxembourg, société anonyme.
Listing Agent:
Listing and Trading:
Each Series (as defined below) may be listed on the Luxembourg Stock
Exchange and/or admitted to listing, trading and/or quotation by any other
listing authority, stock exchange and/or quotation system as may be
agreed between the Issuer and the relevant Dealer and specified in the
relevant Pricing Supplement or may be unlisted.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified in the
relevant Pricing Supplement.
Programme Size:
The Programme is unlimited in amount.
Issuance in Series:
Notes 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 Notes 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
Notes of each Tranche will all be subject to identical terms in all respects
save that a Tranche may comprise Notes of different denominations.
Pricing Supplements:
Each Tranche will be the subject of a Pricing Supplement which, for the
purposes of that Tranche only, supplements the Terms and Conditions of
the Notes and this Offering Circular and must be read in conjunction with
this Offering Circular. The terms and conditions applicable to any
particular Tranche of Notes are the Terms and Conditions of the Notes as
supplemented, amended and/or replaced by the relevant Pricing
Supplement.
Forms of Notes:
Notes may be issued in bearer form ("Bearer Notes") or in registered
form ("Registered Notes"). Bearer Notes will not be exchangeable for
Registered Notes and Registered Notes will not be exchangeable for
Bearer Notes. No single Series or Tranche may comprise both Bearer
Notes and Registered Notes.

- 3-

Each Tranche of Bearer Notes will initially be in the form of either a
temporary global note (a "Temporary Global Note") or, if so specified
in the relevant Pricing Supplement, a permanent global note (a
"Permanent Global Note" and, together with the Temporary Global
Note, the "Global Notes").

Each Global Note which is not intended to be issued in new global note
form (a "Classic Global Note" or "CGN"), as specified in the relevant
Pricing Supplement will be deposited on or around the relevant issue date
with a depositary or a common depositary for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system and
each Global Note which is intended to be issued in new global note form
(a "New Global Note" or "NGN"), as specified in the relevant Pricing
Supplement, will be deposited on or around the relevant issue date with a
common safekeeper for Euroclear and/or Clearstream, Luxembourg.

Each Temporary Global Note will be exchangeable for a Permanent
Global Note or, if so, specified in the relevant Pricing Supplement, for
Notes in definitive bearer form ("Definitive Notes"). If the TEFRA D
Rules are specified in the relevant Pricing Supplement as applicable,
certification as to non-U.S. beneficial ownership will be a condition
precedent to any exchange of an interest in a Temporary Global Note or
receipt of any payment of interest in respect of a Temporary Global Note.
Each Permanent Global Note will be exchangeable for Definitive Notes
in accordance with its terms. Definitive Notes will, if interest-bearing,
either have interest coupons ("Coupons") attached and, if appropriate, a
talon ("Talon") for further Coupons.

Each Tranche of Registered Notes will be represented by either individual
note certificates ("Individual Note Certificates") or one or more global
note certificates ("Global Note Certificates").

Each Note represented by a Global Note Certificate will be registered in
the name of a common depositary (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system and
the relevant Global Note Certificate will be deposited on or about the
issue date with the common depositary.

Each Note represented by a Global Note Certificate will either be: (a) in
the case of a Certificate which is not to be held under the new safekeeping
structure ("New Safekeeping Structure" or "NSS"), registered in the
name of a common depositary (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system and
the relevant Global Note Certificate will be deposited on or about the
issue date with the common depositary; or (b) in the case of a Certificate
to be held under the New Safekeeping Structure, be registered in the name
of a common safekeeper (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and the relevant Global Note Certificate will
be deposited on or about the issue date with the common safekeeper for
Euroclear and/or Clearstream, Luxembourg.
Currencies:
Notes may be denominated in any currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or currencies other
than the currency in which such Notes are denominated.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in
Condition 5 (Negative Pledge).

- 4-

Status of the Notes:
The Notes (subject to Condition 5 (Negative Pledge)) are the direct,
unconditional and unsecured obligations of the Issuer and rank and will
rank pari passu, without preference amongst themselves, with all other
unsecured External Indebtedness of the Issuer, from time to time
outstanding, provided, however, that the Issuer shall have no obligation
to effect equal or rateable payment(s) at any time with respect to any such
other External Indebtedness and, in particular, shall have no obligation to
pay other External Indebtedness at the same time or as a condition of
paying sums due on the Notes and vice versa.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid basis,
as specified in the relevant Pricing Supplement. The price and amount of
Notes to be issued under the Programme will be determined by the Issuer
and the relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
Maturities:
The Notes will have such maturities as may be agreed between the Issuer
and the relevant Dealer, subject to such minimum or maximum maturities
as may be allowed or required from time to time by the relevant central
bank (or equivalent body) or any laws or regulations applicable to the
Issuer or the Specified Currency.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount (as
defined below and as detailed in a formula, index or otherwise) as may
be specified in the relevant Pricing Supplement. Notes may also be
redeemable in two or more instalments on such dates and in such manner
as may be specified in the relevant Pricing Supplement.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option of the
Issuer (either in whole or in part) and/or the Noteholders to the extent (if
at all) specified in the relevant Pricing Supplement.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate or a floating rate or other variable rate or be
index-linked and the method of calculating interest may vary between the
issue date and the maturity date of the relevant Series.
Denominations:
The Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such amount as may be allowed or
required from time to time by the relevant central bank (or equivalent
body) or any laws or regulations applicable to the Specified Currency (as
defined below).
Cross Acceleration:
The Notes will have the benefit of a cross acceleration as described in
Condition 14 (Events of Default).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the Republic of Lithuania, as the case may be, unless
the withholding is required by law. In that event, the Issuer will (subject
as provided in Condition 13 (Taxation)) pay such additional amounts as
will result in the Noteholders or Couponholders (as applicable) receiving
such amounts as they would have received in respect of such Notes and
Coupons had no such withholding been required.
Rating:
The rating of certain Series of Notes to be issued under the Programme
may be specified in the applicable Pricing Supplement and/or the most
recent Investor Presentation. A rating is not a recommendation to buy,
sell or hold securities and may be subject to revision, suspension or
withdrawal at any time by the assigning rating agency. Whether or not
each credit rating applied for in relation to relevant Series of Notes will

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