Obligation Andorra la Vella 1.25% ( XS2339399946 ) en EUR

Andorra la Vella

100 % ▲

Andorre

XS2339399946 ( en EUR )

1.25% par an ( paiement annuel )

05/05/2031

Prospectus brochure de l'obligation Andorra XS2339399946 en EUR 1.25%, échéance 05/05/2031

100 000 EUR

500 000 000 EUR

06/05/2026 ( Dans 348 jours )

Andorre est une principauté pyrénéenne indépendante située entre la France et l'Espagne, connue pour son paysage montagneux, ses stations de ski, et son statut de paradis fiscal.

L'Obligation émise par Andorra la Vella ( Andorre ) , en EUR, avec le code ISIN XS2339399946, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/05/2031

BASE PROSPECTUS

PRINCIPALITY OF ANDORRA
EUR 1,200,000,000
Euro Medium Term Note Programme
___________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier
(the "CSSF"), which is the Luxembourg competent authority under Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"), as a base prospectus issued in compliance with the EU Prospectus Regulation and the
Luxembourg law dated 16 July 2019 on prospectus for securities (the "Prospectus Law") for the purpose of giving
information with regard to the issue of notes ("Notes") issued under the Euro Medium Term Note Programme (the
"Programme") described in this Base Prospectus during the period of twelve months after the date hereof. The
CSSF only approves the Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the EU Prospectus Regulation. Such an approval should not be considered as an
endorsement of the Issuer nor as an endorsement of the quality of any Notes that are the subject of this Base
Prospectus. Investors should make their own assessment as to the suitability of investing in such Notes. Moreover,
in the context of such approval, the CSSF neither assumes any responsibility nor gives any undertakings as to the
economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the
provisions of article 6(4) of the Prospectus Law.
This Base Prospectus is valid for a period of twelve months from the date of approval and, for the avoidance of
doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its twelve month
validity period. This Base Prospectus will expire on 23 April 2022. Applications have been made for such Notes
to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to
trading on the regulated market "Bourse de Luxembourg" of the Luxembourg Stock Exchange during the period
of twelve months after the date hereof. The regulated market of the Luxembourg Stock Exchange is a regulated
market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "EU MiFID
II").
However, the Programme also permits Notes to be issued on the basis that they will not be admitted to listing,
trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to
listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation
systems as may be agreed with the Issuer and specified in the relevant Final Terms (as defined below).
Tranches of Notes issued under the Programme may be rated. 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

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assigning rating agency.
The Issuer's long-term debt is rated BBB by S&P Global Ratings Europe Limited ("Standard & Poor's") and
BBB+ by Fitch Ratings Ireland Limited ("Fitch"). Standard & Poor's and Fitch are each a credit rating agency
established in the EEA and registered under Regulation (EU) No 1060/2009, on credit rating agencies (the "EU
CRA Regulation"). Both Standard & Poor's and Fitch appear on the latest update of the list of registered credit
rating agencies (as of 4 January 2021) on the ESMA website https://www.esma.europa.eu/
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect
the abilities of the Issuer to fulfil its respective obligations under the Notes are discussed under "Risk Factors"
below.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (as amended,
the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United
States, and the Notes are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered
within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United
States.
Arrangers
Santander Corporate & Investment Banking
Crédit Agricole CIB

Dealers
Andbank
BancSabadell d'Andorra
Crédit Agricole CIB
Crèdit Andorrà
MoraBanc
Santander Corporate & Investment Banking
Vall Banc SA
23 April 2021

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CONTENTS

Page
IMPORTANT NOTICES .................................................................................................................................. 1
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 6
RISK FACTORS ..............................................................................................................................................11
FINAL TERMS AND DRAWDOWN PROSPECTUSES ..............................................................................23
FORMS OF THE NOTES ................................................................................................................................24
TERMS AND CONDITIONS OF THE NOTES .............................................................................................28
FORM OF FINAL TERMS ..............................................................................................................................62
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .....................72
USE OF PROCEEDS .......................................................................................................................................74
DESCRIPTION OF THE ISSUER...................................................................................................................75
RESPONSE TO COVID-19 .............................................................................................................................85
THE ECONOMY .............................................................................................................................................88
BALANCE OF PAYMENTS AND FOREIGN TRADE .................................................................................93
MONETARY AND FINANCIAL SYSTEM .................................................................................................112
PUBLIC FINANCE .......................................................................................................................................115
PUBLIC DEBT ..............................................................................................................................................118
TAXATION ...................................................................................................................................................120
SUBSCRIPTION AND SALE .......................................................................................................................121
GENERAL INFORMATION ........................................................................................................................124

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IMPORTANT NOTICES
Responsibility for this Base Prospectus
The Principality of Andorra (the "Principality of Andorra", "Andorra", the "Principality", or the
"Issuer") accepts responsibility for the information contained in this Base Prospectus and any Final Terms
and declares that, to the best of its knowledge, the information contained in this Base Prospectus is in
accordance with the facts and the Base Prospectus makes no omission likely to affect its import.
Final Terms/Drawdown Prospectus
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called
final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown
Prospectus") as described under "Final Terms and Drawdown Prospectuses" below.
Other relevant information
This Base Prospectus must be read and construed together with any supplements hereto and, in relation to
any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the
relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus,
each reference in this Base Prospectus to information being specified or identified in the relevant Final
Terms shall be read and construed as a reference to such information being specified or identified in the
relevant Drawdown Prospectus unless the context requires otherwise.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus contains all information which is (in the context of the Programme, the issue, offering and sale
of the Notes) material; that such information is true and accurate in all material respects and is not
misleading in any material respect; that any opinions, predictions or intentions expressed herein are
honestly held or made and are not misleading in any material respect; that this Base Prospectus does not
omit to state any material fact necessary to make such information, opinions, predictions or intentions (in
the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material
respect; and that all proper enquiries have been made to verify the foregoing.
Unauthorised information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer or such other information as is in the public domain and, if given
or made, such information or representation should not be relied upon as having been authorised by the
Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus or any responsibility for the
acts or omissions of the Issuer or any other person (other than the relevant Dealer) in connection with the
issue and offering of the Notes. Neither the delivery of this 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 Base Prospectus is true subsequent to the date hereof or the date upon which this Base
Prospectus has been most recently amended or supplemented or that there has been no adverse change, or
any development reasonably likely to involve any adverse change, in the condition (financial, economic,
political or otherwise) of the Issuer since the date thereof or, if later, the date upon which this Base
Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Notes issued as Green/Social/Sustainability Bonds
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment
of any Notes issued as Green/Social/Sustainability Bonds or makes any representation or warranty or
assurance whether such Notes will meet any investor expectations or requirements regarding such "green",
"sustainable", "social" or similar labels. None of the Dealers is responsible for the use of proceeds for any
Notes issued as Green/Social/Sustainability Bonds, nor the impact or monitoring of such use of proceeds.
No representation or assurance is given by the Dealers as to the suitability or reliability of any opinion or

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certification of any third party made available in connection with an issue of Notes issued as
Green/Social/Sustainability Bonds, nor is any such opinion or certification a recommendation by any Dealer
to buy, sell or hold any such Notes. In the event any such Notes are, or are intended to be, listed, or admitted
to trading on a dedicated "green", "sustainable", "social" or other equivalently-labelled segment of a stock
exchange or securities market, no representation or assurance is given by the Dealers that such listing or
admission will be obtained or maintained for the lifetime of the Notes.
Restrictions on distribution
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes
and on the distribution of this Base Prospectus or any 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 Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States, and the Notes are
subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States.
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY
OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of
them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any
Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Product Governance under Directive 2014/65/EU (as amended)
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
EU MiFID Product Governance Rules.
The Final Terms or Drawdown Prospectus, as the case may be, in respect of any Notes may include a legend
entitled "EU 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 EU 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.
Product Governance under UK MiFIR
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 Arrangers nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
The Final Terms or Drawdown Prospectus 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

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its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II;
or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
Benchmark Regulation
Amounts payable on Floating Rate Notes may be calculated by reference to the Euro Interbank Offered
Rate ("EURIBOR"), which is provided by the European Money Markets Institutes ("EMMI"). If such
reference rate constitutes a benchmark for the purposes of Regulation (EU) No. 2016/1011 (the "EU
Benchmark Regulation"), the Final Terms will indicate whether or not the benchmark is provided by an
administrator included in the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the EU Benchmark
Regulation. As at the date of this Prospectus, EMMI is included in the register of administrators and
benchmarks established and maintained by ESMA. The registration status of any administrator under the
EU Benchmark Regulation is a matter of public record and, save where required by applicable law, the
Issuer does not intend to update the Final Terms to reflect any change in the registration status of the
administrator.
Programme limit
The maximum aggregate principal amount of Notes outstanding under the Programme will not exceed EUR
1,200,000,000 and for this purpose, any Notes denominated in another currency shall be translated into
euros at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the
Dealer Agreement as defined under "Subscription and Sale"). The maximum aggregate principal amount
of Notes which may be outstanding 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"
and the publication of a supplement to this Base Prospectus.
Certain definitions
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "EUR", "euro" or "" are to the currency
introduced at the start of the third stage of 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.
Certain figures included in this 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.
Ratings

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Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) described above or the rating(s) assigned to
Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the
relevant Final Terms. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes
will be issued or endorsed by a credit rating agency established in the EEA and registered under the EU
CRA Regulation or by a credit rating agency which is certified under the EU CRA Regulation will be
disclosed in the Final Terms. 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 or (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
which is certified under the EU CRA Regulation.
Stabilisation
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.
Suitability of Investment
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
a) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained in this Base Prospectus or any
applicable supplement;
b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the
potential investor's currency;
d) understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
e) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (i) Notes are
legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
Cautionary Statement regarding Forward-Looking Statements
Some of the statements contained in this Base Prospectus constitute forward-looking statements. Statements
that are not historical facts are forward-looking statements. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate",
"anticipate", "believe", "continue", "could", "should", "would" or similar terminology. These forward-

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looking statements are contained in the sections entitled "Risk Factors", "Description of the Issuer",
"Response to COVID-19", "The Economy", "Balance of Payments and Foreign Trade", "Monetary and
Financial System", "Public Finance", "Public Debt" and other sections of this Base Prospectus.
Although the Issuer believes that the expectations, estimates and projections reflected in its forward-looking
statements are reasonable, if one or more of the risks or uncertainties materialise, including those identified
below or which the Issuer has otherwise identified in this Base Prospectus, or if any of the Issuer's
underlying assumptions prove to be incomplete or inaccurate, the financial, political or economic condition
of the Issuer may vary from that expected, estimated or predicted. Investors are therefore strongly advised
to read the sections entitled "Risk Factors", "Description of the Issuer", "Response to COVID-19", "The
Economy", "Balance of Payments and Foreign Trade", "Monetary and Financial System", "Public Finance",
"Public Debt", which include a more detailed description of the factors that might have an impact on the
financial, political or economic condition of the Issuer.
These forward-looking statements speak only as at the date of this Base Prospectus. Without prejudice to
any requirements under applicable laws, the Issuer expressly disclaims any obligation or undertaking to
disseminate after the date of this Base Prospectus any updates or revisions to any forward-looking
statements contained herein to reflect any change in expectations thereof or any change in events, conditions
or circumstances on which any forward-looking statement is based.
Presentation of economic and statistical information
Statistical data appearing in this Base Prospectus, unless otherwise stated, has been extracted or compiled
from records and administrative data sources, and surveys of businesses and households in the Principality
of Andorra. Similar statistics may be obtainable from other sources, although the underlying assumptions
and methodology, and consequently the resulting data, may vary from source to source. Figures have been
subject to rounding adjustments; accordingly, figures shown for the same item of information may vary,
and figures which are totals may not be arithmetical aggregates of their components.
In this Base Prospectus, unless otherwise stated, all annual information, including budgetary information
relating to the Issuer, is based upon calendar years. The methodology applied in the Issuer's national
accounts is aligned in part with the European system of accounts (ESA) standards. The Issuer is undertaking
a review to introduce ESA standards for all relevant indicators. The methodology applied in the preparation
of the "Balance of Payments and Foreign Trade" section complies with IMF standards, based on the BPM6
Balance of Payments Manual. Certain economic information is preliminary and is subject to further
adjustments and revision, in particular, data may be adjusted and revised in the process of adaptation to
European regulations. No assurance can be given that material adjustments will not be made. The
information for past periods should not be viewed as indicative of current circumstances or periods not
presented.
Enforceability of Judgments
The Principality of Andorra is a sovereign state. Consequently, it may be difficult for investors to obtain
judgments of courts in countries outside of Andorra against the Principality of Andorra. Enforcement of
such judgments in Andorra may be refused in certain circumstances in the absence of an applicable treaty
facilitating such enforcement. See "Risk Factors--Risks relating to Notes issued under the Programme--
Investors may experience difficulties in enforcing foreign judgments in Andorra".

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GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes
shall be issued in a form other than that contemplated in the Terms and Conditions, in which event, in
the case of listed Notes only and if appropriate, a new Prospectus will be published.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Base
Prospectus have the same meanings in this overview.

The Issuer:
Principality of Andorra.
Arrangers:
Banco Santander, S.A. and Crédit Agricole Corporate and
Investment Bank.
Dealers:
Andorra Banc Agrícol Reig, S.A., BancSabadell d'Andorra,
S.A., Crèdit Andorrà, SA, Mora Banc Grup, SA and Vall Banc
SA and any other Dealers appointed in accordance with the
Dealer Agreement as defined under "Subscription and Sale".
Fiscal Agent:
The Bank of New York Mellon SA/NV, Dublin Branch.
Description:
Euro Medium Term Note Programme.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom,
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 (the "FSMA") unless they are
issued to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see
"Subscription and Sale".
Programme Size:
Up to EUR 1,200,000,000 (or its equivalent in other currencies
calculated as described in the Dealer Agreement as defined
under "Subscription and Sale" outstanding at any time). The
Issuer may increase the amount of the Programme in accordance
with the terms of the Dealer Agreement as defined under
"Subscription and Sale".
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 and the amount of the first payment of interest may
be different in respect of different Tranches. The Notes of each
Tranche will also be subject to identical terms in all respects
save that a Tranche may comprise Notes of different
denominations.

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Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Currencies:
Notes may be denominated in any currency or currencies agreed
between the Issuer and the relevant Dealer, subject to any
applicable legal or regulatory restrictions.
Maturities:
The Notes will have such maturities as may be agreed between
the Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time
to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the Issuer or the relevant
Specified Currency.
Issue Price:
Notes may be issued at an issue price which is at par or at a
discount to, or premium over, par.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest
(if any) may accrue at a fixed rate or a floating rate or a
combination thereof and the method of calculating interest may
vary between the issue date and the maturity date of the relevant
Series.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day
Count Fraction as may be agreed between the Issuer and the
relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(a)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions (as supplemented, amended
and updated as at the Issue Date of the first Tranche of
the Notes of the relevant Series (as specified in the
relevant Final Terms)) as published by the International
Swaps and Derivatives Association, Inc., including, if
specified in the relevant Final Terms, the ISDA
Benchmark Supplement; or

(b)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service.

The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of
Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest
Period, as agreed prior to issue by the Issuer and the relevant
Dealer, will be payable on such Interest Payment Dates, and will
be calculated on the basis of such Day Count Fraction, as may
be agreed between the Issuer and the relevant Dealer.

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