Obligation Rz?dowa Centralna 0% ( XS2114767457 ) en EUR

Rz?dowa Centralna

100 % ▲

Pologne

XS2114767457 ( en EUR )

10/02/2025 - Obligation échue

Prospectus brochure de l'obligation Central government: Poland XS2114767457 en EUR 0%, échue

1 000 EUR

1 500 000 000 EUR

Le gouvernement central polonais est une république parlementaire dirigée par un président, un Premier ministre et un parlement bicaméral (Sejm et Sénat).

L'obligation souveraine de type zéro-coupon, identifiée par l'ISIN XS2114767457, émise par le gouvernement central de la Pologne ? une entité étatique majeure recourant aux marchés de capitaux pour financer ses opérations ? d'une taille totale de 1,5 milliard d'euros et dont la valeur nominale était de 1 000 euros par unité minimale d'achat, a été intégralement remboursée à 100% de son prix sur le marché en euros à sa maturité fixée au 10 février 2025, marquant l'aboutissement de cette émission sans paiement d'intérêts périodiques.

The State Treasury of
THE REPUBLIC OF POLAND
Represented by
The Minister of Finance
70,000,000,000
Euro Medium Term Note Programme
Application has been made to the Luxembourg Stock Exchange for notes (the "Notes") issued under the
Euro Medium Term Note Programme (the "Programme") described in this Simplified Base Prospectus to
be listed on, and to be admitted to trading on, the regulated market of the Luxembourg Stock Exchange.
The Notes may also have a secondary listing on the regulated market in Poland and be admitted to trading
on such market.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other
or further stock exchange(s) or markets as may be agreed between the Republic (as defined herein) and the
relevant Dealer. The Republic may also issue unlisted Notes and/or Notes not admitted to trading on any
market.
This Simplified Base Prospectus does not constitute a prospectus for the purposes of Article 8 of Regulation
(EU) 2017/1129.
Arranger
DEUTSCHE BANK
Dealers
BARCLAYS
BNP PARIBAS
CITIGROUP
COMMERZBANK
DEUTSCHE BANK
ERSTE GROUP BANK
GOLDMAN SACHS BANK EUROPE SE
HSBC
ING
J.P. MORGAN
SANTANDER
SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING
UBS INVESTMENT BANK

16 March 2022

IMPORTANT NOTICES
The State Treasury of the Republic of Poland represented by the Minister of Finance ("Poland" or the
"Republic") accepts sole responsibility for the information contained in this document.
This Simplified Base Prospectus should be read and construed together with any amendments or
supplements hereto and with any other documents incorporated by reference herein and, in relation to any
Tranche (as defined herein) of Notes, should be read and construed together with the relevant Final Terms
(as defined herein). This Simplified Base Prospectus is valid for one year from the date of this document.
The Republic has confirmed to the Dealers named under "Subscription and Sale" below that this Simplified
Base Prospectus (including for this purpose, the relevant Final Terms) contains all information which is
(in the context of the Programme and the issue of the Notes) material; that such information is true and
accurate in all material respects and is not misleading in any material respect; that this Simplified Base
Prospectus does not omit to state any material fact necessary to make such information (in the context of
the Programme and the issue of the Notes) not misleading in any material respect.
The Republic confirms that any information from third party sources has been accurately reproduced and
that, so far as it is aware and is able to ascertain from information published by such third party sources,
no facts have been omitted which would render the reproduced information inaccurate or misleading.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Simplified Base Prospectus or any other document entered into in relation to the
Programme and, if given or made, such information or representation should not be relied upon as having
been authorised by the Republic or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
none of the Dealers and 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 Simplified Base
Prospectus or any responsibility for any acts or omissions of the Republic or any other person (other than
the relevant Dealer) in connection with the issue and offering of the Notes. Neither the delivery of this
Simplified Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Simplified Base Prospectus is
true subsequent to the date hereof or the date upon which this Simplified Base Prospectus has been most
recently amended or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the condition (financial, economic, political or otherwise) of the Republic since the date
thereof or, if later, the date upon which this Simplified Base Prospectus has been most recently amended
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.
The distribution of this Simplified Base Prospectus and Final Terms and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Simplified
Base Prospectus or the Final Terms comes are required by the Republic 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 Notes and on the distribution of this Simplified Base Prospectus or the Final Terms
and other offering material relating to the Notes, see "Subscription and Sale". In particular, the Notes have
not been and will not be registered under the United States Securities Act of 1933 (as amended) (the
"Securities Act") and are 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.
Neither this Simplified Base Prospectus nor the Final Terms constitute an offer or an invitation to subscribe
for or purchase any Notes and should not be considered as a recommendation by the Republic, the Dealers
or any of them that any recipient of this Simplified Base Prospectus or the Final Terms should subscribe
for or purchase any Notes. Each recipient of this Simplified Base Prospectus or the Final Terms shall be
taken to have made its own investigation and appraisal of the condition of the Republic.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed 70,000,000,000 (and, for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement)). The maximum aggregate principal amount of Notes which may be
- i -

outstanding at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".
In this Simplified Base Prospectus, unless otherwise specified, references to "U.S.$", "U.S. dollars" or
"USD" are to United States dollars, references to "EUR", "" or "euro" are to the single currency
introduced at the start of the third stage of the European Economic and Monetary Union, and as defined
in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as
amended, references to "zloty" or "PLN" are to Polish zloty, references to the "EU" are to the European
Union, references to "Member States" are to member states of the EU, references to the "EEA" are to the
European Economic Area, and references to the "UK" are to the United Kingdom.
Conversions of amounts from zloty to U.S. dollars or euro are solely for the convenience of the reader and,
unless otherwise stated, are made at year end exchange rates. No representation is made that zloty, U.S.
dollar or euro amounts referred to herein could have been or could be converted into U.S. dollar, euro or
zloty, as the case may be, at any particular rate or at all. The National Bank of Poland's foreign exchange
rate for U.S. dollars on 14 March 2022 was PLN 4.3221 = U.S.$1, whilst the National Bank of Poland's
foreign exchange rate for euro on the same day was PLN 4.7465 = 1.
Unless otherwise stated, all annual information, including budgetary information, is based on calendar
years.
The Republic is party to the 1958 New York Convention on recognition and enforcement of arbitration
awards (the "Convention") and is bound by Regulation (EU) of the European Parliament and of the
Council No. 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and
commercial matters (recast) (the "Regulation Recast"); foreign arbitration awards and foreign court
judgments made or delivered in the countries party to the Convention or bound by the Regulation and
Regulation Recast are generally recognised and enforceable in the Republic provided that the conditions
of enforcement set out in the Convention or the Regulation or Regulation Recast are met. Foreign court
judgments delivered in the countries which are not bound by the Regulation and Regulation Recast are all
recognisable under Article 1145 of the Polish Code of Civil Procedure (Kodeks postpowania cywilnego)
and enforceable under Article 1150 of the Polish Code of Civil Procedure in the Republic unless they fail
to satisfy the requirements listed in Article 1146 of the Polish Code of Civil Procedure or they are not
enforceable in the country of their origin with the exception of the foreign court judgments that were issued
in the countries with which the Republic is bound by a relevant international treaty (bilateral or
multilateral) and such treaty waives the application of the relevant provisions of the Code of Civil
Procedure.
The Final Terms 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 Article 9(8) of 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.
The Final Terms 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 person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject
to 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 set out in the FCA Handbook Product
Intervention and Product Governance Sourcebook (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.
- ii -

The applicable Final Terms in respect of any Tranche of Notes may include a legend entitled "Singapore
Securities and Futures Act Product Classification" which will state the product classification of the Notes
pursuant to section 309B(1) of the Securities and Futures Act 2001 of Singapore, as modified or amended
from time to time (the "SFA"). The Republic will make a determination in relation to each issue about the
classification of the Notes being offered for purposes of section 309B(1)(a) and Section 309B(1)(c) of the
SFA.
Amounts payable under the Notes may be calculated by reference to an index or reference rate. Any such
reference rate or index may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (as
amended, the "Benchmark Regulation"). The Final Terms for any such Notes will specify whether the
administrator for the relevant index or reference rate appears on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority ("ESMA")
pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmark Regulation.
However, Article 51 (Transitional provisions) of the Benchmark Regulation provides that providers of
benchmarks that qualify as critical benchmarks or as third country benchmarks already providing a
benchmark had until 31 December 2023 to apply for authorisation or registration in accordance with
Article 34 (Authorisation and registration of an administrator) of the Benchmark Regulation and were able
to continue to provide such an existing critical benchmark until 31 December 2023 or, where the provider
submits an application for authorisation or registration, unless and until such authorisation or registration
is refused. Similarly, the use in the EU by supervised entities of a third country benchmark is permitted
only for financial instruments, financial contracts and measurements of the performance of an investment
fund that already reference that benchmark or which add a reference to such benchmark before 31
December 2023. Additionally, benchmarks administered by a central bank or by a public authority, where
it contributes data to, provides, or has control over the provision of, benchmarks for public policy purposes,
including measures of employment, economic activity, and inflation do not fall within the scope of the
Benchmark Regulation. The registration status of any administrator under the Benchmark Regulation is a
matter of public record and, save where required by applicable law, the Republic does not intend to update
the Final Terms to reflect any change in the registration status of the administrator.
Certain figures included in this Simplified Base Prospectus 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.
According to the Polish Civil Code, the maximum rate of interest cannot be higher than two times the
statutory interest rate (equal to the reference rate of the National Bank of Poland (the "NBP") plus 3.5
percentage points). Furthermore, the maximum rate of default interest cannot be higher than two times the
default statutory interest rate (equal to the reference rate of the NBP plus 5.5 percentage points). As at
14 March 2022, the reference rate amounted to 3.50 per cent. Under the Polish Civil Code, the restriction
applies regardless of whether the agreement is governed by Polish or English law. There is a risk that
Polish courts may refuse to recognise and enforce a foreign judgment for the payment of interest or default
interest on the basis that it abuses the basic principles of Polish law if the rate of interest or default interest
is higher than the relevant maximum rate.
In this Simplified Base Prospectus, reference to websites or uniform resource locators (URLs) are inactive
textual references. The contents of any such website or URL shall not form part of, or be deemed to be
incorporated into, this Simplified Base Prospectus.
In connection with the issue of any Tranche of Notes, 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
Final Terms 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 cease 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 and rules.
- iii -

CONTENTS

Page
IMPORTANT NOTICES .............................................................................................................................. i
RATINGS ..................................................................................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................... 2
UPDATE OF OR SUPPLEMENT TO SIMPLIFIED BASE PROSPECTUS ............................................. 3
SUMMARY OF THE PROGRAMME ........................................................................................................ 4
FORMS OF THE NOTES ............................................................................................................................ 7
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 10
FORM OF FINAL TERMS ........................................................................................................................ 35
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 49
OVERVIEW OF THE REPUBLIC OF POLAND..................................................................................... 52
THE ECONOMY ....................................................................................................................................... 62
RECENT ECONOMIC PERFORMANCE ................................................................................................ 64
TRADE AND BALANCE OF PAYMENTS ............................................................................................. 67
MONETARY AND FINANCIAL SYSTEM ............................................................................................. 72
PUBLIC FINANCE ................................................................................................................................... 79
GENERAL GOVERNMENT BALANCE ................................................................................................. 81
PUBLIC DEBT .......................................................................................................................................... 92
INTERNAL STATE TREASURY DEBT ................................................................................................. 95
TAXATION ............................................................................................................................................... 98
SUBSCRIPTION AND SALE ................................................................................................................. 110
GENERAL INFORMATION .................................................................................................................. 113

- iv -

RATINGS
As at the date of this Simplified Base Prospectus, the following credit ratings have been assigned to the
Republic:

Foreign Currency
Local Currency

Rating Agency
Long-term
Short-term
Long-term
Short-term
Outlook
Fitch Ratings(1)
A-
F1
A-
F1
Stable
Moody's Investors Service(2)
A2
P-1
A2
P-1
Stable
S&P Global Ratings(3)
A-
A-2
A
A-1
Stable
_______________
Sources: www.fitchratings.com, www.moodys.com and www.standardandpoors.com
(1) Rating issued by Fitch Ratings Ireland Limited ("Fitch"), Frankfurt am Main branch, an affiliate of Fitch Ratings.
(2) Rating issued by Moody's Deutschland GmbH ("Moody's"), an affiliate of Moody's Investors Service.
(3)
Rating issued by S&P Global Ratings Europe Limited ("S&P"), Frankfurt am Main branch, an affiliate of S&P Global Ratings.
Each of Moody's and Fitch is a credit rating agency established in the UK and registered under Regulation
(EU) No 1060/2009 on credit rating agencies as it forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). The rating Moody's
has given to the Notes to be issued under the Programme is endorsed by Moody's Deutschland GmbH,
which is established in the EEA and registered under Regulation (EU) No 1060/2009 on credit rating
agencies (the "EU CRA Regulation"). The rating Fitch has given to the Notes to be issued under the
Programme is endorsed by Fitch Ratings Ireland Limited, which is established in the EEA and registered
under the EU CRA Regulation. S&P is established in the EEA and registered under the EU CRA
Regulation. The rating S&P has given to the Notes to be issued under the Programme is endorsed by S&P
Global Ratings UK Limited, which is established in the UK and registered under the UK CRA Regulation.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, the applicable rating(s) will
be specified in the relevant Final Terms. Such rating will not necessarily be the same as the rating(s)
assigned to the Republic or to Notes already issued.
In general, European regulated investors are restricted from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency established in the EEA and registered under the EU CRA
Regulation unless (1) the rating is provided by a credit rating agency not established in the EEA but is
endorsed by a credit rating agency established in the EEA and registered under the EU CRA Regulation or
(2) the rating is provided by a credit rating agency not established in the EEA is certified under the EU
CRA Regulation. Similarly, in general, UK regulated investors are restricted from using a rating for
regulatory purposes if such rating is not issued by a credit rating agency established in the UK and registered
under the UK CRA Regulation unless (1) the rating is provided by a credit rating agency not established in
the UK but is endorsed by a credit rating agency established in the UK and registered under the UK CRA
Regulation or (2) the rating is provided by a credit rating agency not established in the UK which is certified
under the UK CRA Regulation.
The registration status of any credit rating agency under the EU CRA Regulation and the UK CRA
Regulation is a matter of public record. ESMA maintains on its website a list of credit rating agencies
registered and certified in accordance with the EU CRA Regulation at www.esma.europa.eu/page/list-
registered-and-certified-CRAs and the Financial Conduct Authority maintains on its website a list of credit
rating agencies registered and certified in accordance with the UK CRA Regulation at
www.fca.org.uk/markets/credit-rating-agencies/registered-certified-cras. Such websites are not
incorporated by reference into, nor do they form part of, this Simplified Base Prospectus.
A security 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.
- 1 -

DOCUMENTS INCORPORATED BY REFERENCE
This Simplified Base Prospectus shall be read and construed in conjunction with any supplement hereto
and, in relation to any Tranche of Notes, together with the relevant Final Terms, in each case on the basis
that such supplement or such Final Terms is or are incorporated into and form part of this Simplified Base
Prospectus, provided, however, that any statement contained in this Simplified Base Prospectus or in any
of the documents incorporated by reference in, and forming part of, this Simplified Base Prospectus shall
be deemed to be modified or superseded for the purposes of this Simplified Base Prospectus to the extent
that a statement contained in any supplement to this Simplified Base Prospectus modifies or supersedes
such statement (whether expressly, by implication or otherwise). Any such statement so modified or
supplemented shall not be deemed to constitute a part of this Simplified Base Prospectus except as so
modified or superseded.
The Republic will, at the specified office of the Fiscal Agent, provide, free of charge, upon oral or written
request, a copy of this Simplified Base Prospectus (or any document incorporated by reference in this
Simplified Base Prospectus). Written or oral requests for such documents should be directed to the specified
office of Fiscal Agent.
In addition, this Simplified Base Prospectus, any supplements hereto and the documents specified above as
containing information incorporated by reference in this Simplified Base Prospectus will also be available
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
- 2 -

UPDATE OF OR SUPPLEMENT TO SIMPLIFIED BASE PROSPECTUS
This Simplified Base Prospectus is valid for one year from the date of this document. The Republic has
undertaken that during this period, in the event that a significant new factor, material mistake or inaccuracy
relating to the information included in the Simplified Base Prospectus arises or is noted which is capable
of affecting assessment of the Notes which may be issued under the Programme or if the terms of the
Programme are amended in a manner which would make the Simplified Base Prospectus, as supplemented,
inaccurate or misleading, the Republic will update or amend this Simplified Base Prospectus or, as the case
may be, publish a new Simplified Base Prospectus, for use in connection with any subsequent issue of
Notes by the Republic.
- 3 -

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is qualified in its entirety by the remainder of
this Simplified Base Prospectus. Words and expressions defined in "Forms of the Notes" or "Terms and
Conditions of the Notes" below shall have the same meanings in this summary.
Issuer or Republic: ................. The State Treasury of the Republic of Poland represented by the
Minister of Finance.
Arranger: ................................ Deutsche Bank Aktiengesellschaft.
Dealers: .................................... Banco Santander, S.A., Barclays Bank Ireland PLC, BNP Paribas,
Citigroup Global Markets Europe AG, Commerzbank
Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, Erste Group
Bank AG, Goldman Sachs Bank Europe SE, HSBC Bank plc, ING
Bank N.V., J.P. Morgan SE, Société Générale, UBS Europe SE and
any other Dealer appointed from time to time by the Republic either
generally in respect of the Programme or in relation to a particular
Tranche of Notes.
Fiscal Agent: ........................... Citibank, N.A., London Branch.
Listing: ..................................... Each Series may be listed on the regulated market of the Luxembourg
Stock Exchange and may also have a secondary listing on the
regulated market in Poland, and/or be admitted to listing, trading
and/or quotation by any other listing authority, stock exchange and/or
quotation system as may be agreed between the Republic and the
relevant Dealer and specified in the relevant Final Terms or may be
unlisted.
Clearing Systems: ................... Clearstream, Luxembourg and/or Euroclear and/or, in relation to any
Tranche of Notes, any other clearing system as may be specified in
the relevant Final Terms.
Initial Programme Amount: .. Up to 70,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
Issuance in Series:................... Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series
will all be subject to identical terms, except that the issue date, the
issue price 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.
Final Terms: ............................ Each Tranche will be the subject of the Final Terms which, for the
purposes of that Tranche only, supplements the Terms and
Conditions of the Notes and this Simplified Base Prospectus and
must be read in conjunction with this Simplified Base Prospectus.
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 Final Terms.
Forms of Notes: ....................... Notes may only be issued in bearer form. Each Tranche of Notes will
initially be in the form of either a Temporary Global Note or a
Permanent Global Note, in each case as specified in the relevant Final
Terms. Each Global Note which is not intended to be issued in new
global note form (the "Classical Global Note" or "CGN"), as
specified in the relevant Final Terms, will be deposited on or around
the relevant issue date with a depositary or a common depositary for
Clearstream, Luxembourg and/or Euroclear and/or any other relevant
clearing system and each Global Note which is intended to be issued
in new global note form (the "New Global Note" or "NGN"), as
specified in the relevant Final Terms, will be deposited on or around
the relevant issued date with a common safekeeper for Euroclear
- 4 -

and/or Clearstream, Luxembourg. Each Temporary Global Note will
be exchangeable for a Permanent Global Note or, if so specified in
the relevant Final Terms, for Definitive Notes. If the TEFRA D Rules
are specified in the relevant Final Terms 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,
have Coupons attached and, if appropriate, a Talon for further
Coupons.
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.
Status of the Notes: ................. The Notes constitute direct, general and unconditional obligations of
the Republic and will at all times rank pari passu and without any
preference among themselves. The full faith and credit of the
Republic is pledged for the due and punctual payment of the principal
of, and interest on, the Notes and the performance of all the
Republic's other obligations under the Notes. The payment
obligations of the Republic under the Notes will at all times rank at
least equally with all the other present and future unsecured and
unsubordinated indebtedness of the Republic, except for any
obligation which may be preferred by mandatory provisions of
applicable law.
Issue Price: .............................. Notes may be issued at any price and either on a fully or partly paid
basis, as specified in the relevant Final Terms.
Maturities: ............................... Any maturity subject, in relation to specific currencies, to compliance
with all applicable legal and/or regulatory and/or central bank
requirements.

Where Notes have a maturity of less than one year and either (a) the
issue proceeds are received by the Republic in the UK or (b) the
activity of issuing the Notes is carried on from an establishment
maintained by the Republic in the UK, such Notes 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 businesses; or (ii) be issued in other circumstances
which do not constitute a contravention of section 19 of Financial
Services and Markets Act 2000 as amended (the "FSMA") by the
Republic.
Redemption: ............................ Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula, index or otherwise) as may be specified in the
relevant Final Terms. Notes may also be redeemable in two or more
instalments on such dates and in such manner as may be specified in
the relevant Final Terms.
Optional Redemption: ............ Notes may be redeemed before their stated maturity at the option of
the Republic (either in whole or in part) and/or the Noteholders to the
extent (if at all) specified in the relevant Final Terms.

- 5 -

Document Outline

#2">IMPORTANT NOTICES
#6">RATINGS
#7">DOCUMENTS INCORPORATED BY REFERENCE
#8">UPDATE OF OR SUPPLEMENT TO SIMPLIFIED BASE PROSPECTUS
#9">SUMMARY OF THE PROGRAMME
#12">FORMS OF THE NOTES
#12">Temporary Global Note exchangeable for Permanent Global Note
#12">Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Republic shall procure (in the case of first exchange) the prompt delivery (free of charge to the bearer) of such Permanent Global N...
- #12">(i) in the case of a CGN, presentation and (in the case of final exchange) surrender of the Temporary Global Note at the Specified Office of the Fiscal Agent;
- #12">(ii) in the case of partial exchange of a NGN, confirmation from the common service provider that Euroclear and Clearstream, Luxembourg have made appropriate entries in their records to reflect the relevant exchange and, in the case of final exchange ...
- #12">(iii) in either case, receipt by the Fiscal Agent of a certificate or certificates of non-U.S. beneficial ownership
#13">The Permanent Global Note will be exchangeable in whole, but not in part, for Notes in definitive form ("Definitive Notes"):
- #13">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #13">(ii) at any time, if so specified in the relevant Final Terms; or
- #13">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if (a) both Clearstream, Luxembourg or Euroclear and any other relevant clearing system is closed for business for a continuous per...
#13">Temporary Global Note exchangeable for Definitive Notes
#13">Permanent Global Note exchangeable for Definitive Notes
#13">If the relevant Final Terms specifies the form of Notes as being "Permanent Global Note exchangeable for Definitive Notes", then the Notes will initially be in the form of a Permanent Global Note which will be exchangeable in whole, but not in part, ...
- #13">(i) on the expiry of such period of notice as may be specified in the relevant Final Terms; or
- #13">(ii) at any time, if so specified in the relevant Final Terms; or
- #13">(iii) if the relevant Final Terms specifies "in the limited circumstances described in the Permanent Global Note", then if (a) both Clearstream, Luxembourg or Euroclear and any other relevant clearing system is closed for business for a continuous per...
#14">Exchanges of Notes and Specified Denominations
#14">Terms and Conditions applicable to the Notes
#14">Legend concerning United States persons
#15">TERMS AND CONDITIONS OF THE NOTES
#15">1. Introduction
- #15">(a) Programme: The State Treasury of the Republic of Poland represented by the Minister of Finance (the "Republic") has established a Euro Medium Term Note Programme (the "Programme") for the issuance of up to 70,000,000,000 in aggregate principal am...
- #15">(b) Final Terms: Notes issued under the Programme are issued in series (each a "Series") and each Series may comprise one or more tranches (each a "Tranche") of Notes. Each Tranche is the subject of the final terms (the "Final Terms") which supplement...
- #15">(c) Agency Agreement: The Notes are the subject of an amended and restated issue and paying agency agreement dated 16 March 2022 (as amended or supplemented from time to time, the "Agency Agreement") between the Republic and Citibank, N.A., London Bra...
- #15">(d) The Notes: All subsequent references in these Conditions to "Notes" are to the Notes which are the subject of the relevant Final Terms. Copies of the relevant Final Terms are available during normal business hours at the Specified Office of the Fi...
- #15">(e) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement and are subject to its detailed provisions. The holders of the Notes (the "Noteholders" or the "Holders") and the holders of the related interest coupons, if a...
- #15">(f) Status: The Notes are treasury bonds within the meaning of the Order of the Minister of Finance on the conditions of issuing treasury bonds to be offered on foreign markets dated 15 December 2010 (unified text: Journal of Laws of 2016 item 1884).
#15">2. Interpretation
- #15">(a) Definitions: In these Conditions the following expressions have the following meanings:
- #16">"Business Day" means:
  - #16">(i) in relation to any sum payable in euro, a TARGET2 Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and
  - #16">(ii) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Additi...
- #16">"Business Day Convention", in relation to any particular date, has the meaning given in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context, the fo...
  - #16">(i) "Following Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day;
  - #16">(ii) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case th...
  - #16">(iii) "Preceding Business Day Convention" means that the relevant date shall be brought forward to the first preceding day that is a Business Day;
  - #16">(iv) "FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the ...
    - #16">(A) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
    - #16">(B) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day w...
    - #16">(C) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the c...
  - #16">(v) "No Adjustment" means that the relevant date shall not be adjusted in accordance with any Business Day Convention;
- #17">"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in these Conditions or the relevant Final Terms and:
  - #17">(i) if "Actual/Actual (ICMA)" is so specified, means:
  - #17">(ii) if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in th...
  - #17">(iii) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
  - #17">(iv) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
  - #17">(v) if "30/360" is so specified, means:
    - #17">(A) if the 2000 ISDA Definitions apply, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (i) the last day of the Calculation Period is the...
    - #18">(B) if the 2006 ISDA Definitions apply, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows
  - #18">(vi) if "30E/360" or "Eurobond Basis" is so specified means:
    - #18">(A) if the 2000 ISDA Definitions apply, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day ...
    - #18">(B) if the 2006 ISDA Definitions apply, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
  - #19">(vii) if "30E/360 (ISDA)" is so specified, means the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
- #19">"Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Final Terms:
  - #19">(i) as the same may be adjusted in accordance with the relevant Business Day Convention; or
  - #19">(ii) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Specified Period, each of such dates as m...
- #20">"Payment Business Day" means:
  - #20">(i) if the currency of payment is euro, any day which is:
    - #20">(A) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
    - #20">(B) in the case of payment by transfer to an account, a TARGET2 Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or
  - #20">(ii) if the currency of payment is not euro, any day which is:
    - #20">(A) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
    - #20">(B) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre;
- #20">"Permitted Security Interest" means:
  - #20">(i) any Security Interest upon property to secure Public External Indebtedness incurred for the purpose of financing the acquisition of such property (or property which forms part of a class of assets of a similar nature where the Security Interest is...
  - #21">(ii) any Security Interest existing on property at the time of its acquisition; or
  - #21">(iii) any Security Interest arising by operation of law which has not been foreclosed or otherwise enforced against the assets to which is applies; or
  - #21">(iv) any Security Interest securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Security Interest applies to (A) properties which are the subject of such Project Fin...
  - #21">(v) the renewal or extension of any Security Interest described in subparagraphs (i) to (iv) above, provided that the principal amount of the Public External Indebtedness secured thereby is not increased;
- #21">"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency provided, however, that:
  - #21">(i) in relation to euro, it means the principal financial centre of such Member State as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; and
  - #21">(ii) in relation to Australian dollars, it means Sydney and, in relation to New Zealand dollars, it means either Wellington or Auckland; in each case as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calcu...
- #22">"Regular Period" means:
  - #22">(i) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and each successive period from and inclu...
  - #22">(ii) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where ...
  - #22">(iii) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excludi...
  - #23">(b) Interpretation: In these Conditions:
    - #23">(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are not applicable;
    - #23">(ii) if Talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Coupons shall be deemed to include references to Talons;
    - #23">(iii) if Talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to Talons are not applicable;
    - #23">(iv) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 12 (Taxation), any premium payable in respect of a Note and any other amount in the n...
    - #23">(v) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 12 (Taxation) and any other amount in the nature of interest payable pursuant to these Conditions;
    - #23">(vi) references to Notes being "outstanding" shall be construed in accordance with the Agency Agreement;
    - #23">(vii) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable t...
    - #23">(viii) any reference to the Agency Agreement shall be construed as a reference to the Agency Agreement as amended and/or supplemented up to and including the Issue Date of the Notes.
#23">3. Form Denomination and Title
#23">4. Status
#23">5. Negative Pledge
#24">6. Fixed Rate Note Provisions
- #24">(a) Application: This Condition 6 (Fixed Rate Note Provisions) is applicable to the Notes only if the Fixed Rate Note Provisions are specified in the relevant Final Terms as being applicable.
- #24">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrears on each Interest Payment Date, subject as provided in Condition 11 (Payments). Each Note will cease to bear interest from t...
- #24">(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount ...
- #24">(d) Calculation of interest amount: The amount of interest payable in respect of each Note for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation Amount, multiplying the ...
#24">7. Floating Rate Note and Index-Linked Interest Note Provisions
- #24">(a) Application: This Condition 7 (Floating Rate Note and Index-Linked Interest Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Term...
- #24">(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrears on each Interest Payment Date, subject as provided in Condition 11 (Payments). Each Note will cease to bear interest from t...
- #24">(c) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be ...
  - #24">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as at the Relevant Time on the relevant Interest Determination ...
  - #25">(ii) if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by...
    - #25">(A) one rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
    - #25">(B) the other rate shall be determined as if the relevant Interest Period were the period of time for which rates are available next longer than the length of the relevant Interest Period.
  - #25">(iii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as at the Relevant Time on the relevant Interest Determination Date;
  - #25">(iv) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Republic and/or an agent appoint...
  - #25">(v) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Republic and/or the agent appointed by the Republic) ...
- #25">(d) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the...
  - #26">(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
  - #26">(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms; and
  - #26">(iii) the relevant Reset Date (as defined in the ISDA Definitions) unless otherwise specified in the relevant Final Terms, has the meaning given to it in the ISDA Definitions;
  - #26">(iv) if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the rate for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by reference t...
    - #26">(A) one rate shall be determined as if the Designated Maturity were the period of time for which rates are available that is the next shortest after the length of the relevant Interest Period; and
    - #26">(B) the other rate shall be determined as if the Designated Maturity were the period of time for which rates are available that is the next longest after the length of the relevant Interest Period,
  - #26">(v) if the specified Floating Rate Option is an Overnight Floating Rate Option (as defined in the ISDA Definitions), Compounding is specified to be applicable in the relevant Final Terms and:
    - #26">(A) Compounding with Lookback is specified as the Compounding Method in the relevant Final Terms, Lookback is the number of Applicable Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms;
    - #26">(B) Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Final Terms, (a) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in th...
    - #26">(C) Compounding with Lockout is specified as the Compounding Method in the relevant Final Terms, (a) Lockout is the number of Lockout Period Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms, and (b) Lockout Peri...
  - #26">(vi) if the specified Floating Rate Option is an Overnight Floating Rate Option (as defined in the ISDA Definitions), Averaging is specified to be applicable in the relevant Final Terms and:
    - #26">(A) Averaging with Lookback is specified as the Averaging Method in the relevant Final Terms, Lookback is the number of Applicable Business Days (as defined in the ISDA Definitions) as specified in the relevant Final Terms;
    - #26">(B) Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Final Terms, (a) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in the re...
    - #27">(C) Averaging with Lockout is specified as the Averaging Method in the relevant Final Terms, (a) Lockout is the number of Lockout Period Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms, and (b) Lockout Period B...
  - #27">(vii) if the specified Floating Rate Option is an Index Floating Rate Option (as defined in the ISDA Definitions) and Index Provisions are specified to be applicable in the relevant Final Terms, the Compounded Index Method with Observation Period Shif...
  - #27">(viii) references in the ISDA Definitions to:
    - #27">(A) "Confirmation" shall be references to the relevant Final Terms;
    - #27">(B) "Calculation Period" shall be references to the relevant Interest Period;
    - #27">(C) "Termination Date" shall be references to the Maturity Date;
    - #27">(D) "Effective Date" shall be references to the Interest Commencement Date; and
    - #27">(E) "Administrator/Benchmark Event" in the 2021 ISDA Definitions shall be disapplied; and
  - #27">(ix) if the Temporary Non-Publication Fallback in respect of any specified Floating Rate Option is specified to be "Temporary Non-Publication Fallback … Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA Definitions, the reference to "Calc...
- #27">(e) Index-Linked Interest: If the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable, the Rate(s) of Interest applicable to the Notes for each Interest Period will be determined in the manner specified ...
- #27">(f) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
- #27">(g) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Note ...
- #27">(h) Calculation of other amounts: If the relevant Final Terms specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be de...
- #28">(i) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment ...
- #28">(j) Notifications, etc.: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest ...
- #28">(k) Determination of alternative benchmark/reference rate by the Republic or its designee: The Republic hereby agrees that it shall not name the Fiscal Agent or Citibank, N.A., London Branch as Calculation Agent in the Conditions, final terms and/or a...
#28">8. Zero Coupon Note Provisions
- #28">(a) Application: This Condition 8 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
- #28">(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
  - #28">(i) the Reference Price; and
  - #28">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which al...
#28">9. Dual Currency Note Provisions
- #28">(a) Application: This Condition 9 (Dual Currency Note Provisions) is applicable to the Notes only if the Dual Currency Note Provisions are specified in the relevant Final Terms as being applicable.
- #29">(b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner specified in the relevant Final Terms.
#29">10. Redemption and Purchase
- #29">(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 11 (Payments).
- #29">(b) Redemption at the option of the Republic: If the Call Option is specified in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Republic in whole or, if so specified in the relevant Final Terms, in part on...
- #29">(c) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 10(b) (Redemption at the option of the Republic), the Notes to be redeemed shall be selected by the drawing of lots in such place as the Fisc...
- #29">(d) Redemption at the option of Noteholders: If the Put Option is specified in the relevant Final Terms as being applicable, the Republic shall, at the option of the holder of any Note redeem such Note on the Optional Redemption Date (Put) specified i...
- #29">(e) No other redemption: The Republic shall not be entitled to redeem the Notes otherwise than as provided in paragraphs (a) to (d) above.
- #29">(f) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
  - #29">(i) the Reference Price; and
  - #30">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
- #30">(g) Purchase: The Republic and its Agencies may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased therewith.
- #30">(h) Cancellation: All Notes so redeemed or purchased by the Republic, and any unmatured Coupons attached to or surrendered with them may be cancelled or held and resold (provided that such resale is outside the United States, as defined in Regulation ...
#30">11. Payments
- #30">(a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Notes at the Specified Office of any Paying Agent outside the United States by transfer to an account denominated in ...
- #30">(b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the Specified Office of any Paying Agent outside the United...
- #30">(c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of a Paying Agent in New York City if (i) the Republic has appointed Paying Agents outside the United States with the reasonable expectation that such...
- #30">(d) Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 12 (Taxation). No c...
- #30">(e) Deductions for unmatured Coupons: If the relevant Final Terms specify that the Fixed Rate Note Provisions are applicable and a Note is presented without all unmatured Coupons relating thereto:
  - #30">(i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, ho...
  - #30">(ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
    - #30">(A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
    - #31">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
- #31">(f) Unmatured Coupons void: If the relevant Final Terms specify that this Condition 11(f) is applicable or that the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for final redemption of any ...
- #31">(g) Payments on business days: If the due date for payment of any amount in respect of any Note or Coupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the...
- #31">(h) Payments other than in respect of matured Coupons: Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of any Paying Agent outside the United States (o...
- #31">(i) Partial payments: If a Paying Agent makes a partial payment in respect of any Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.
- #31">(j) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Notes, the Talon forming part of such Coupon Sheet may be exchanged at the Specified Office of the ...
#31">12. Taxation
- #32">(a) presented for payment by or on behalf of a holder which is liable to such Taxes in respect of such Note or Coupon by reason of its having some connection with the Republic of Poland other than the mere holding of such Note or Coupon; or
- #32">(b) presented for payment more than 30 days after the Relevant Date except to the extent that the relevant holder would have been entitled to such additional amounts if it had presented such Note or Coupon on the last day of such period of 30 days.
#32">13. Events of Default
- #32">(a) Declaration of Acceleration: If any of the following events (each an "Event of Default") occurs and is continuing:
  - #32">(i) any amount of interest in respect of the Notes is not paid within 30 days of the due date for payment thereof; or
  - #32">(ii) the Republic fails duly to perform or observe any of its material obligations under or in respect of the Notes which failure continues unremedied for 45 days after written notice thereof has been delivered by any Noteholder to the Republic at the...
- #32">(b) Withdrawal of Declaration of Acceleration: If the Republic receives notice in writing from holders of at least 50 per cent. in aggregate principal amount of the outstanding Notes to the effect that the Event of Default or Events of Default giving ...
#32">14. Prescription
#32">15. Replacement of Notes and Coupons
#32">16. Agents
- #33">(a) the Republic shall at all times maintain a Fiscal Agent;
- #33">(b) if a Calculation Agent is specified in the relevant Final Terms, the Republic shall at all times maintain a Calculation Agent; and
- #33">(c) if and for so long as the Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system (as agreed to in writing by the Republic) the rules of which require the appointment of a Paying Age...
#33">17. Meetings of Noteholders; Written Resolutions
- #33">(a) General: The provisions for convening meetings of Noteholders as set out in Schedule 1 to the Agency Agreement shall apply to the Notes. The following is a summary of selected provisions in that Schedule.
  - #33">(i) the Holder of the Note for these purposes is the entity legally entitled to vote the Note for or against a proposed modification or, if different, the entity whose consent or instruction is by contract required, directly or indirectly, for the leg...
  - #33">(ii) a corporation, trust or other legal entity is controlled by the Republic or by a department, ministry or agency of the Republic if the Republic or the National Bank of Poland or any department, ministry or agency of the Republic has the power, di...
  - #33">(iii) the Holder of a Note has autonomy of decision if, under applicable law, rules or regulations and independent of any direct or indirect obligation the Holder may have in relation to the Republic:
    - #33">(A) the Holder may not, directly or indirectly, take instruction from the Republic on how to vote on a proposed modification; or
    - #33">(B) the Holder, in determining how to vote on a proposed modification, is required to act in accordance with an objective prudential standard, in the interest of all of its stakeholders or in the Holder's own interest; or
    - #33">(C) the Holder owes a fiduciary or similar duty to vote on a proposed modification in the interest of one or more persons other than a person whose holdings of Notes (if that person then held any Notes) would be deemed to be not outstanding under this...
- #34">(b) Convening a meeting of Noteholders: A meeting of Noteholders:
  - #34">(i) may be convened by the Republic at any time; and
  - #34">(ii) will be convened by the Republic or the Fiscal Agent upon the request in writing of Holders of not less than 10 per cent. of the aggregate principal amount of the Notes then outstanding.
- #34">(c) Quorum at initial meeting: The quorum at any meeting at which Noteholders may vote in respect of a proposed modification relating to:
  - #34">
  - #34">(ii) a matter which is not a Reserved Matter will be one or more persons present and holding or representing not less than 50 per cent. of the aggregate principal amount of the Notes then outstanding.
- #34">(d) Quorum at adjourned meeting: The quorum for any adjourned meeting will be one or more persons present and holding or representing:
  - #34">
  - #34">(ii) not less than 25 per cent. of the aggregate principal amount of the Notes then outstanding in the case of an adjourned meeting convened in respect of a proposed modification relating to a matter which is not a Reserved Matter.
- #34">(e) Voting on non-Reserved Matters: Save as otherwise provided in the Agency Agreement and Condition 17(j) (Manifest error; technical amendments), any proposed modification in relation to a matter which is not a Reserved Matter may only be approved wi...
  - #34">(i) the affirmative vote of more than 50 per cent. of the aggregate principal amount of the then outstanding Notes represented at a duly called and quorate meeting of Noteholders; or
  - #34">(ii) a written resolution signed by or on behalf of a Holder or Holders of more than 50 per cent. of the aggregate principal amount of the Notes then outstanding.
- #34">(f) Voting on Reserved Matters: Except as provided in Condition 17(g) (Cross-Series Modification), any proposed modification relating to a Reserved Matter may only be approved with the consent of the Republic and:
  - #34">(i) the affirmative vote of not less than 75 per cent. of the aggregate principal amount of the outstanding Notes represented at a duly called and quorate meeting of Noteholders; or
  - #34">
- #34">(g) Cross-Series Modification: A Cross-Series Modification relating to a Reserved Matter affecting the Notes and any other series of Debt Securities may only be approved with the consent of the Republic and:
  - #34">(i)
    - #34">(A) the affirmative vote of not less than 75 per cent. of the aggregate principal amount of the outstanding Debt Securities represented at separate duly called and quorate meetings of the Holders of the Debt Securities of all series (taken in aggregat...
    - #35">
  - #35">(ii)
    - #35">
    - #35">(B) written resolutions signed by or on behalf of the Holders of more than 50 per cent. of the aggregate principal amount of the then outstanding Debt Securities of each series (taken individually) that would be affected by the proposed modification.
- #35">(h) Written resolutions: A written resolution signed by or on behalf of Holders of the requisite majority of the outstanding Debt Securities will be valid for all purposes as if it was a resolution passed at a meeting of Holders of the Debt Securities...
- #36">(i) Binding effect: A resolution duly passed at a meeting of Holders of Debt Securities duly convened and held, and a written resolution duly signed by the requisite majority of Holders of Debt Securities, will be binding on all such Holders, whether ...
- #36">(j) Manifest error; technical amendments: Notwithstanding anything to the contrary in these Conditions, the Notes, the Conditions and the Agency Agreement may be modified, amended or supplemented by the Republic and the Fiscal Agent without the consen...
  - #36">(i) adding to the covenants of the Republic;
  - #36">(ii) surrendering any right or power conferred upon the Republic;
  - #36">(iii) securing the Notes;
  - #36">(iv) curing any ambiguity, or curing, correcting or supplementing any defective provision contained in the Agency Agreement or in the Conditions or the Notes of any Series; or
  - #36">(v) amending the Agency Agreement or the Conditions or Notes of any Series in any manner that the Republic and the Fiscal Agent may determine to correct a manifest error,
  - #36">but, for the avoidance of doubt, the Republic shall not agree, without the consent of the Noteholders, to any such modification unless it is of a formal, minor or technical nature or it is not materially prejudicial to the interests of the Noteholders...
- #36">(k) Reserved Matters: In these Conditions, "Reserved Matter" means any proposal:
  - #36">(i) to change the date, or the method of determining the date, for payment of principal, interest or any other amount in respect of the Notes, to reduce or cancel the amount of principal, instalment(s), interest or any other amount payable on any date...
  - #36">(ii) to change the currency in which any amount due in respect of the Notes is payable or the place in which any payment is to be made;
  - #36">(iii) to change this definition or the definition of "outstanding";
  - #36">(iv) to change or waive the provisions of the Notes set out in Condition 4 (Status);
  - #36">(v) to approve any arrangement relating to a Security Interest (other than a Permitted Security Interest) upon any of the Republic's assets or revenues, present or future, to secure any Public External Indebtedness of the Republic or of any other Pers...
  - #36">(vi) to change any provision of the Notes describing circumstances in which Notes may be declared due and payable prior to their scheduled maturity, set out in Condition 13 (Events of Default);
  - #36">(vii) to change the law governing the Notes, the courts to the jurisdiction of which the Republic has submitted in the Notes, the Republic's obligation to maintain an agent for service of process in England or the Republic's waiver of immunity, in res...
  - #37">(viii) to change the quorum required at any meeting of Noteholders or the majority required to pass any resolution of Noteholders or the number or percentage of votes required to be cast, or the number or percentage of Notes required to be held, in co...
  - #37">(ix) to modify any provision of these Conditions in connection with any exchange or substitution of the Notes for, or the conversion of the Notes into, any other obligations or securities of the Republic or any other person, which would result in the ...
    - #37">(A) the provisions of the other obligations or securities of the Republic or any other person resulting from the relevant exchange or substitution; or
    - #37">(B) if more than one series of other obligations or securities results from the relevant exchange or substitution or conversion, the provisions of the resulting series having the largest aggregate principal amount;
#37">18. Further Issues
#37">19. Notices
#37">20. Currency Indemnity
#38">21. Rounding
#38">22. Redenomination, Renominalisation and Reconventioning
- #38">(a) Application: This Condition 22 (Redenomination, Renominalisation and Reconventioning) is applicable to the Notes only if it is specified in the relevant Final Terms as being applicable.
- #38">(b) Notice of redenomination: If the country of the Specified Currency becomes or, announces its intention to become, a Participating Member State, the Republic may, without the consent of the Noteholders and Couponholders, on giving at least 30 days'...
- #38">(c) Redenomination: Notwithstanding the other provisions of these Conditions, with effect from the Redenomination Date:
  - #38">(i) the Notes shall be deemed to be redenominated into euro in the denomination of euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Specified Currency, converted into euro at the rate for conversion of ...
  - #38">(ii) if Notes have been issued in definitive form:
    - #38">(A) all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date (the "Euro Exchange Date") on which the Republic gives notice (the "Euro Exchange Notice") to the Notehol...
    - #38">(B) the payment obligations contained in all Notes denominated in the Specified Currency will become void on the Euro Exchange Date but all other obligations of the Republic thereunder (including the obligation to exchange such Notes in accordance wit...
    - #38">(C) new Notes and Coupons denominated in euro will be issued in exchange for Notes and Coupons denominated in the Specified Currency in such manner as the Fiscal Agent may specify and as shall be notified to the Noteholders in the Euro Exchange Notice...
  - #39">(iii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro, payments of interest in respect of periods commencing before the Redenom...
- #39">(d) Interest: Following redenomination of the Notes pursuant to this Condition 22, where Notes have been issued in definitive form, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of...
- #39">(e) Interest Determination Date: If the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest i...
#39">23. Governing Law and Jurisdiction
- #39">(a) Governing law: The Notes and all non-contractual obligations arising out of or in connection with the Notes are governed by English law.
- #39">(b) English courts: The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with the Notes.
- #39">(c) Appropriate forum: The Republic agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.
- #39">(d) Consent to enforcement etc.: For the purposes of the State Immunity Act 1978, the Republic consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (with...
- #39">(e) Service of Process: The Republic agrees that the process by which any Proceedings are begun may be served on it by being delivered in England to the Embassy of the Republic of Poland in London, 47 Portland Place, London W1B 1JH, England as its aut...
- #39">(f) Waiver of immunity: To the extent that the Republic may in any jurisdiction claim for itself or its properties, assets or revenues immunity (whether sovereign, diplomatic or other) from suit, execution, attachment (whether in aid of execution, bef...
#40">FORM OF FINAL TERMS
#41">[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]
#51">PART B „ OTHER INFORMATION
#54">SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
#54">Clearing System Accountholders
#54">Exchange of Temporary Global Notes
#54">Whenever any interest in a Temporary Global Note is to be exchanged for an interest in a Permanent Global Note, the Republic shall procure:
- #54">(a) in the case of first exchange, the prompt delivery (free of charge to the bearer) of such Permanent Global Note, duly authenticated and, in the case of a NGN, effectuated, to the bearer of the Temporary Global Note; or
- #54">(b) in the case of any subsequent exchange, an increase in the principal amount of such Permanent Global Note in accordance with its terms,
#54">If:
- #54">(a) a Permanent Global Note has not been delivered or the principal amount thereof increased by 5:00 p.m. (London time) on the seventh day after the bearer of a Temporary Global Note has requested exchange of an interest in the Temporary Global Note f...
- #54">(b) Definitive Notes have not been delivered by 5:00 p.m. (London time) on the thirtieth day after the bearer of a Temporary Global Note has requested exchange of the Temporary Global Note for Definitive Notes; or
- #55">(c) a Temporary Global Note (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of a Temporary Global Note has occurred and, in either case, payment in full of the ...
#55">Exchange of Permanent Global Notes
#55">If:
- #55">(a) Definitive Notes have not been delivered by 5:00 p.m. (London time) on the thirtieth day after the bearer of a Permanent Global Note has duly requested exchange of the Permanent Global Note for Definitive Notes; or
- #55">(b) a Permanent Global Note (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Notes has occurred and, in either case, payment in full of the amount of princi...
#55">Conditions applicable to Global Notes
#56">Redenomination: If the Notes are redenominated pursuant to Condition 22 (Redenomination, Renominalisation and Reconventioning), then following redenomination:
- #56">(a) if Definitive Notes are required to be issued, they shall be issued at the expense of the Republic in the denominations of euro 100, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Fiscal Agent shall determine and notify ...
- #56">(b) the amount of interest due in respect of Notes represented by a Permanent Global Note and/or a Temporary Global Note will be calculated by reference to the aggregate principal amount of such Notes and the amount of such payment shall be rounded do...
#57">OVERVIEW OF THE REPUBLIC OF POLAND
#57">Area and Population
#57">Constitution, Government and Political Parties
#57">Constitution and Political System
#58">Current Government and Politics
#59">Reform of the Judicial System
#61">International Relations and Regional Arrangements
#61">International Relations
#62">Proposed amendment to the Polish Broadcasting Act
#62">On 11 August, 2021, the bill was passed by the Sejm, but it was subsequently rejected by the Senate. In December 2021, the Sejm voted to override the Senate's veto. The bill was vetoed by the President of Poland on 5 January 2022 due to concerns rega...
#62">Belarus - European Union border crisis
#62">Regional Arrangements
#62">European Union Membership
#64">Turów Coal Mine
#64">Relationship with Multilateral Financial Institutions
#64">World Bank
#64">European Investment Bank
#65">European Bank for Reconstruction and Development
#65">Since the beginning of its operations in Poland, the EBRD has invested EUR 11.4 billion in 468 projects (as at 31 December 2021) in various sectors of the country's economy (corporate, financial institutions, infrastructure and energy). Most of the E...
#65">International Monetary Fund
#65">International Development Association
#65">As at 31 December 2021, Poland's contribution to the IDA amounted to SDR 40.44 million and EUR 35.3 million, of which SDR 39.68 million and EUR 10.66 million has already been paid. Poland also participates in the IDA's MDRI initiative ("Multilateral ...
#66">Nordic Investment Bank
#66">Asian Infrastructure Investment Bank ("AIIB")
#66">Council of Europe Development Bank ("CEB")
#66">In 2021, the CEB approved EUR 366 million in loans to Poland, and EUR 205 million were disbursed. As at 31 December 2021, the CEB's exposure to the State Treasury amounted to EUR 240 million. Total exposure of the CEB to Polish entities amounted to E...
#66">Major International Treaties
#66">Upcoming reform affecting corporate income tax
#67">THE ECONOMY
#69">RECENT ECONOMIC PERFORMANCE
#71">Risks
#72">TRADE AND BALANCE OF PAYMENTS
#72">Balance of Payments4F
#73">Foreign Direct Investment ("FDI")
#73">Inflows of FDI to Poland
#74">Foreign Trade
#74">Exports accounted for 49.1 per cent. of GDP in 2015, 51.9 per cent. in 2016, 54.2 per cent. in 2017, 55.2 per cent. in 2018, and 55.4 per cent. in 2019 and, 56.2 per cent. in 2020. Imports constituted 46.3 per cent. of GDP in 2015, 48.2 per cent. in ...
#74">Focus of Trade
#74">Trade Policy
#75">Movement of Foreign Exchange Rates
#75">Exchange Rate Policy
#75">Total External Debt5F
#77">MONETARY AND FINANCIAL SYSTEM
#77">Structure and Development of the Polish Banking System
#78">The National Bank of Poland
#79">Capital Markets
#79">Warsaw Stock Exchange
#79">Treasury securities
#80">Money Supply and NBP Interest Rates
#80">Monetary Policy
#81">Money Supply
#82">Monetary Policy Implementation
#82">

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#84">PUBLIC FINANCE
#84">Public Finance System and Taxation System
#84">

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#84">Fiscal performance in 2020 and 2021
#86">GENERAL GOVERNMENT BALANCE
#86">The Budget Process
#87">The 2022 Budget Act
#88">Stabilising Expenditure Rule ("SER")
#89">Financing the State Budget Deficit
#89">The Amended Budget Act for 2021 had forecast Poland's budget deficit to amount to PLN 40.5 billion, while total net borrowing requirements were expected to amount to PLN 32.5 billion and gross borrowing requirements were projected to amount to PLN 20...
#89">In 2021, financing in the domestic market was mainly obtained through the sale of Treasury bonds in auctions. Among all of the Treasury securities sold, medium-term bonds (five years) amounted to 38 per cent., long-term bonds amounted to 30 per cent....
#89">In the Budget Act for 2022, deficit is projected to amount to PLN 29.9 billion, while total net and gross borrowing requirements are expected to amount to PLN 58.2 billion and PLN 222.0 billion, respectively. As in previous years, the process of fund...
#90">Revenues
#90">Value Added Tax
#90">

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- #90">
  
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- #90">
  
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#91">Corporate Income Tax
#91">

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#91">

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#92">Personal Income Tax
#92">Excise Tax
#92">Tax on Financial Institutions
#93">Retail Sales Tax
#93">Exit Tax
#94">Social Security System
#94">Pension Reforms
#94">

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#94">

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#94">

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#94">

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#95">Expenditures
#95">Direct Budgetary Social Expenditure
#97">PUBLIC DEBT
#97">Overview
#97">State Treasury Debt
#98">

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#98">Refinancing Risk
#98">Exchange Rate Risk
#98">Interest Rate Risk
#98">State Budget Liquidity Risk
#99">Distribution of Debt Servicing Costs Over Time
#100">INTERNAL STATE TREASURY DEBT
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#100">External State Treasury Debt
#101">Projected State Treasury External Debt Service Requirements
#101">State Treasury's Contingent Liabilities
#103">TAXATION
#103">Republic of Poland
#103">Non-Polish tax residents … individuals
#103">Pursuant to Article 3.2b of the PIT Act, income (revenue) earned in the territory of the Republic of Poland in particular means income (revenue) from:
- #103">(i) work performed in the Republic of Poland based on a service relationship, employment relationship, outwork system and co-operative employment relationship, irrespective of the place where remuneration is paid;
- #103">(ii) personal activity performed in person in the Republic of Poland, irrespective of the place where remuneration is paid;
- #103">(iii) business activity pursued in the Republic of Poland, including through a foreign establishment located in the Republic of Poland;
- #103">(iv) immovable property located in the Republic of Poland or rights to such property, including from its disposal in whole or in part, or from the disposal of any rights to such property;
- #103">(v) securities and financial derivatives which are admitted to public trading on the territory of the Republic of Poland on the regulated exchange market, including income (revenue) generated from the disposal of such securities, and the exercise of t...
- #103">(vi) the transfer of the ownership of shares in a company, all of the rights and obligations in a company that is not a legal entity or shares in an investment fund, mutual fund institution or other legal entity and rights of similar character, or rec...
- #103">(vii) the transfer of the ownership of shares, all of the rights and obligations, shares in investment fund or rights of similar character in real estate company (in the meaning of the Polish tax regulations);
- #104">(viii) the receivables settled, including receivables placed at disposal, paid out or deducted, by natural persons, legal persons, or organisational units without legal personality, having their place of residence, seat, or management board in the Rep...
- #104">(ix) unrealised gains as referred to in the exit tax regulations.
#105">Non-Polish tax residents … corporate income taxpayers
#105">Under Article 3.3 of the CIT Act, income (revenue) earned in the territory of the Republic of Poland in particular means income (revenue) from:
- #105">(i) all types of activity pursued in the Republic of Poland, including through a foreign establishment located in the Republic of Poland;
- #105">(ii) immovable property located in the Republic of Poland or rights to such property, including from its disposal in whole or in part, or from the disposal of any rights to such property;
- #105">(iii) securities and financial derivatives which are admitted to public trading on the territory of the Republic of Poland on the regulated exchange market, including income (revenue) generated from the disposal of such securities, and the exercise of...
- #105">(iv) the transfer of the ownership of shares in a company, all of the rights and obligations in a company that is not a legal entity or shares in an investment fund, mutual fund institution or other legal entity and rights of similar character, or rec...
- #105">(v) the transfer of the ownership of shares, all of the rights and obligations, shares in investment fund or rights of similar character in real estate company (in the meaning of the Polish tax regulations);
- #105">(vi) the receivables settled, including receivables placed at disposal, paid out or deducted, by natural persons, legal persons, or organisational units without legal personality, having their place of residence, seat, or management board in the Repub...
- #105">(vii) unrealised gains as referred to in the exit tax regulations.
#106">Polish tax residents … individuals
#107">Interest income
#108">Income from disposing of Notes for remuneration
#108">Polish tax residents … corporate tax payers
#109">Special exemption for notes meeting special conditions
#109">Under Article 17(1)(50c) of the CIT Act, tax-free income is income earned by a CIT taxpayer subject to limited tax liability in Poland in respect of interest or a discount on notes:
- #109">(a) having a maturity of at least one year;
- #109">(b) admitted to trading on a regulated market or introduced into an alternative trading system within the meaning of the Act of 29 July 2005 on Trading in Financial Instruments, in the territory of Poland or in the territory of a state that is a party...
#110">Special provisions on withholding tax on large payments to non-Polish tax residents being related entities
#110">Corporate income tax
#110">Under Article 26(7a) of the CIT Act, the Obligation to Withhold Tax does not apply if the payer has declared that:
- #110">(a) it holds the documents required by the tax law for the application of the tax rate or tax exemption or non-taxation under special regulations or double tax treaties; and
- #110">(b) after the verification of the conditions to apply an exemption or reduced withholding tax rate resulting from special regulations or double tax treaties, it is not aware of any grounds for the assumption that there are circumstances that exclude t...
- #111">The existence of circumstances preventing the fulfilment of certain conditions referred to in other provisions, including the fact that the interest/discount recipient is their beneficial owner may be subject to verification.
- #111">In this context "beneficial owner" means an entity that:
- #111">(a) receives an amount due for its own benefit, freely decides on the designation thereof and bears the economic risk associated with the loss of such amount due or part thereof;
- #111">(b) is not an intermediary, representative, trustee or other entity obliged to transfer the amount due, or any part thereof, to another entity; and
- #111">(c) conducts genuine economic activity in the country of its registered office, which is examined with reference to the nature and scale of activities carried out by this entity in terms of the received receivables are taken into account.
- #111">The above is to be declared by the head of the unit within the meaning of the Accounting Act (e.g. the Issuer's management board) and, if the entity is managed by a multi-person authority, by the person being a member of such authority. The declaratio...
- #111">The declaration may be made by the deadline relevant for payment of the tax for the month in which the amount referred to in Article 26.2e of the CIT Act was exceeded (Article 26.7c of the CIT Act).
#112">An opinion on the application of a preference will, as a general rule, expire 36 months after the date of its issue, unless there is a prior substantial change in the factual circumstances that may affect the fulfilment of the conditions for applying...
#112">Personal income tax
#112">Solidarity levy on income from disposal of notes for consideration generated by natural persons subject to either unlimited or limited tax liability in Poland (i.e. notwithstanding their tax residence)
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#112">Tax remitters liability
#113">Civil law transactions tax
#113">Stamp duty
#113">General Anti Abuse Regulations
#113">According to new tax regulations which came into force on 1 January 2019, a sample list of considerations used for determination, whether an arrangement is artificial has been extended. The following considerations should be taken into account:
- #113">(a) an unjustified division of operations;
- #113">(b) the use of intermediaries despite a lack of economic or commercial grounds for their presence;
- #113">(c) the state of affairs following the arrangements is identical or similar to the state existing before the activity was undertaken;
- #113">(d) the state of affairs cancel out or compensate each other;
- #113">(e) commercial risk exceeding expected other than tax benefits to such extent that a reasonable party would not choose acting in such manner;
- #113">(f) obtained tax benefit is not reflected in commercial risk or cash flows incurred by a party;
- #113">(g) profit before taxation, which is slight in comparison to a tax benefit, which does not result directly from actually borne economic loss; and
- #113">(h) arrangement of an entity, which does not conduct actual business activity or does not have material economic function, or has its seat or residency in harmful tax competition states.
#114">European Union Directives on Administrative Cooperation in the Field of Taxation and the Taxation of Savings Income
#114">The proposed financial transactions tax ("FTT")
#115">SUBSCRIPTION AND SALE
#115">United Kingdom
#115">Each Dealer has represented, warranted and agreed that:
- #115">(a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  - #115">(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
  - #115">(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    - #115">(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    - #115">(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,
- #115">(b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
- #115">(c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.
#115">Republic of Poland
#116">Republic of France
#116">Republic of Italy
#116">Any such offer, sale or delivery of the Notes or distribution of copies of this Simplified Base Prospectus or any other document relating to the Notes in the Republic of Italy must be:
- #116">(i) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by Article 1, first paragraph, letter r), of the Legislative Decree of 24 February 1998. No. 58, as amended (the "Consolidated Financial Act"), t...
- #116">(ii) in compliance with any other applicable requirements or limitations which may be imposed by CONSOB, the Bank of Italy or any other Italian regulatory authority.
#116">Japan
#116">Singapore
#117">Where the Notes are subscribed for or purchased under Section 275 of the SFA by a relevant person which is:
- #117">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- #117">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
#117">General
#118">GENERAL INFORMATION
#118">Listing
#118">Authorisations
#118">Clearing of the Notes
#118">Use of proceeds
#118">Litigation
#118">On 22 December 2021, the European Commission commenced proceedings against Poland on the basis of Article 258 of the TFEU because of serious concerns with respect to the Polish Constitutional Tribunal and its recent case law as the Constitutional Tri...
#119">Material change
#119">Documents available for inspection
#119">For so long as the Programme remains in effect or any Notes shall be outstanding, copies and, where appropriate, English translations of the following documents may be inspected during normal business hours at the specified office of the Fiscal Agent...
- #119">(a) the Agency Agreement;
- #119">(b) the Deed of Covenant;
- #119">(c) the Programme Manual (which contains the forms of the Notes in global and definitive form); and
- #119">(d) the Order of the Minister of Finance on the conditions of issuing treasury bonds to be offered on foreign markets dated 15 December 2010 and a letter of issue issued by the Minister of Finance for each issue of Notes under the Programme,
#119">and copies and, where appropriate, English translations of the following documents may be obtained during normal business hours at the specified office of the Fiscal Agent and at the specified office of any Paying Agents:
- #119">(a) this Simplified Base Prospectus (and any supplements hereto); and
- #119">(b) the Final Terms relating to Notes which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system. In the case of any Notes which are not admitted to listing, trading and/or quotation by any...
#119">The Legal Entity Identifier