Obligation Rz?dowa Centralna 0% ( XS2199493169 ) en EUR

Société émettrice Rz?dowa Centralna
Prix sur le marché 100 %  ▼ 
Pays  Pologne
Code ISIN  XS2199493169 ( en EUR )
Coupon 0%
Echéance 07/07/2023 - Obligation échue



Prospectus brochure de l'obligation Central government: Poland XS2199493169 en EUR 0%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Le gouvernement central polonais est une république parlementaire dirigée par un président, un Premier ministre et un parlement bicaméral (Sejm et Sénat).

L'Obligation émise par Rz?dowa Centralna ( Pologne ) , en EUR, avec le code ISIN XS2199493169, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/07/2023







The State Treasury of
THE REPUBLIC OF POLAND
Represented by
The Minister of Finance, Development Funds and Regional Policy
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.
Notice to persons affiliated with the Issuer: Persons affiliated with the Issuer, within the meaning of Article
11a(1)(4) of the CIT Act dated 15 February 1992 (the "CIT Act") and Article 23m(1)(4) of the Personal
Income Tax Act dated 26 July 1991 (the "PIT Act"), that hold, jointly with other affiliated persons, more
than 10 per cent. of the nominal value of the Notes do not benefit from the exemption from Polish corporate
income tax provided by Article 17(1)(50c) of the CIT Act or the exemption from Polish personal income
tax provided in Article 21(1)(130c) of the PIT Act, as described under "Taxation ­ Republic of Poland".
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
15 March 2021



IMPORTANT NOTICES
The State Treasury of the Republic of Poland represented by the Minister of Finance, Development Funds
and Regional Policy ("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.
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, 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
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".
- i -




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.
Translations 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 at all. The National Bank of Poland's foreign exchange
rate for U.S. dollars on 12 March 2021 was PLN 3.8521 = U.S.$1, whilst the National Bank of Poland's
foreign exchange rate for euro on the same day was PLN 4.5909 = 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.
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
- ii -




pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289 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 on 30 June 2016 have until 31 December 2021 to apply for authorisation or registration in
accordance with Article 34 (Authorisation and registration of an administrator) of the Benchmark
Regulation and may continue to provide such an existing critical benchmark until 31 December 2021 or,
where the provider submits an application for authorisation or registration, unless and until such
authorisation or registration is refused. Similarly, third country benchmarks already used in the EU prior
to 31 December 2021 can continue to be used. 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. Such transitional provisions and exemptions may
have the result that the administrator of a particular benchmark is not required to appear in the register of
administrators and benchmarks at the date of the Final Terms. 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 12
March 2021, the reference rate amounted to 0.10 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 al otment 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 .................................................................................................................. 34
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 47
OVERVIEW OF THE REPUBLIC OF POLAND ................................................................................. 50
THE ECONOMY ................................................................................................................................. 57
RECENT ECONOMIC PERFORMANCE............................................................................................ 59
TRADE AND BALANCE OF PAYMENTS ......................................................................................... 61
MONETARY AND FINANCIAL SYSTEM......................................................................................... 66
PUBLIC FINANCE.............................................................................................................................. 72
GENERAL GOVERNMENT BALANCE ............................................................................................ 74
PUBLIC DEBT .................................................................................................................................... 83
INTERNAL STATE TREASURY DEBT ............................................................................................. 86
TAXATION ......................................................................................................................................... 89
SUBSCRIPTION AND SALE .............................................................................................................. 99
GENERAL INFORMATION ............................................................................................................. 103

- 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-
F2
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"), 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, Development Funds and Regional Policy.
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 AG, 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