Obligation Krajowa Gospodarka Bank 1.75% ( XS2402147255 ) en USD

Krajowa Gospodarka Bank

100 % ▲

Pologne

XS2402147255 ( en USD )

1.75% par an ( paiement semestriel )

28/10/2025 - Obligation échue

Prospectus brochure de l'obligation Bank Gospodarstwa Krajowego XS2402147255 en USD 1.75%, échue

100 000 USD

400 000 000 USD

Bank Gospodarstwa Krajowego (BGK) est une banque publique polonaise qui soutient le développement économique du pays en fournissant des financements et des services aux entreprises, aux collectivités locales et aux autres entités publiques.

L'analyse détaillée de cet instrument financier révèle une obligation (code ISIN : XS2402147255) émise par Bank Gospodarstwa Krajowego, une institution financière publique polonaise et banque de développement de l'État, entièrement détenue par le Trésor public de Pologne, dont la mission est de soutenir l'économie nationale par le financement de programmes d'investissement et l'administration de fonds européens ; cette émission, bien que provenant de Pologne, était libellée en dollars américains (USD), affichait un taux d'intérêt nominal de 1,75% versé avec une fréquence semestrielle (2 paiements par an), pour une taille totale d'émission de 400 000 000 USD, avec une taille minimale d'achat fixée à 100 000 USD, la rendant principalement accessible aux investisseurs institutionnels ; ayant atteint sa date de maturité le 28 octobre 2025, cet instrument a été intégralement remboursé à sa valeur nominale de 100% du principal.

BANK GOSPODARSTWA KRAJOWEGO
(state bank incorporated under the laws of the Republic of Poland)
Guaranteed, in respect of Guaranteed Notes (as defined herein) only, by
The State Treasury of the Republic of Poland
15,000,000,000
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 Offering Circular to be
admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the official
list of the Luxembourg Stock Exchange. This Offering Circular constitutes a base prospectus for the
purposes of the Luxembourg law on prospectuses for securities dated 16 July 2019. The Offering Circular
can only be used for purposes for which it has been published.
This Offering Circular 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 "Prospectus Regulation"), as a base prospectus issued in compliance with the Prospectus Regulation
for the purpose of giving information with regard to the issue of in respect of Notes that are not specified
in the relevant Final Terms to have the benefit of a Guarantee of the Notes (as defined below) issued under
the Programme during the period of twelve months after the date hereof. The CSSF has neither reviewed
nor approved any information contained in this Offering Circular relating to the Notes that are specified in
the relevant Final Terms to have the benefit of a Guarantee of the Notes (as defined below). The CSSF has
only approved this Offering Circular as meeting the standards of completeness, comprehensibility and
consistency imposed by the 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
Offering Circular. Investors should make their own assessment as to the suitability of investing in such
Notes. This Offering Circular is valid for a period of twelve months from the date of approval and shall
expire on 22 December 2021, provided that it is completed by any supplement, pursuant to Article 23 of
the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a
material inaccuracy relating to the information included (including incorporated by reference) in this
Offering Circular which may affect the assessment of the Notes. After such date, the Offering Circular will
expire and the obligation to supplement this Offering Circular in the event of significant new factors,
material mistakes or material inaccuracies will no longer apply. Applications have been made for such
Notes to be admitted during the period of twelve months after the date hereof to listing on the official list
and to trading on the regulated market of the Luxembourg Stock. 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).
This Offering Circular does not constitute a base prospectus for the purposes of Article 8 of the Prospectus
Regulation in respect of Notes that are specified in the relevant Final Terms to have the benefit of a
Guarantee of the Notes (as defined below) (the "Guaranteed Notes"). This Offering Circular constitutes a
prospectus for the purpose of Part III, chapter 2 of the Luxemborug law on prospectuses for securities dated
16 July 2019 in respect of the Guaranteed Notes. Each Tranche of Guaranteed Notes will have the benefit
of a guarantee (the "Guarantee of the Notes") provided by the State Treasury of the Republic of Poland
(the "Guarantor"). Each Tranche of Guaranteed Notes is subject to a separate Guarantee, substantially in
the form set out in this Offering Circular, although each Guarantee of the Notes will need to be authorised
and/or approved by the State Treasury of the Republic of Poland on an issue by issue basis. Each Guarantee
of the Notes will be limited to 140 per cent. of the principal value of the relevant Tranche of Guaranteed
Notes. Each Guarantee of the Notes will cover only the payment of the principal value of the Guaranteed
Notes and accrued interest. A Guarantee of the Notes will not cover any default interest under such Notes
or the Issuer's liability under related indemnities, including the currency indemnity. Additionally, the period
of the effectiveness of each Guarantee of the Notes will be limited such that each Guarantee of the Notes
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will expire on the day falling six months after the Maturity Date of the Guaranteed Notes. A claim brought
by a Noteholder after the expiration of the relevant Guarantee of the Notes will not be satisfied under that
Guarantee of the Notes.
Notes other than Guaranteed Notes will not have the benefit of any Guarantee of the Notes.
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 Issuer (as defined herein) and the
relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any
market.
Each Tranche of Notes in bearer form ("Bearer Notes") will initially be in the form of either a temporary
global note in bearer form (the "Temporary Global Note") or a permanent global note in bearer form (the
"Permanent Global Note") in each case as specified in the relevant Final Terms. Each Temporary Global
Note or, as the case may be, Permanent Global Note (each a "Global Note") which is not intended to be
issued in new global note ("NGN") form, as specified in the relevant Final Terms, will be deposited on or
around the issue date of the relevant Tranche of the Notes with a depositary or a common depositary for
Euroclear Bank SA/NV as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking
S.A. ("Clearstream, Luxembourg") and/or any other relevant clearing system and each Global Note which
is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or
around the issue date of the relevant Tranche of the Notes with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg. Each Tranche of Notes in registered form ("Registered Notes") will initially be
represented by a global registered note (the "Global Registered Notes") and will either be: (a) in the case
of a Note which is not to be held under the new safekeeping structure ("New Safekeeping Structure" or
"NSS"), registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system and the relevant Global Registered Note will be
deposited on or about the issue date with the common depositary; or (b) in the case of a Note to be held
under the New Safekeeping Structure, be registered in the name of a common safekeeper (or its nominee)
for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant
Global Registered Note will be deposited on or about the issue date with the common safekeeper for
Euroclear and/or Clearstream, Luxembourg. The provisions governing the exchange of interests in Global
Notes for other Global Notes and Definitive Notes are described in "Summary of Provisions Relating to the
Notes while in Global Form".
Arranger

HSBC

Dealers
BNP PARIBAS
CITIGROUP
DEUTSCHE BANK
HSBC
J.P. MORGAN
SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING

22 December 2020

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CONTENTS

IMPORTANT NOTICES ............................................................................................................................. 2
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 5
RISK FACTORS .......................................................................................................................................... 9
ENFORCEABILITY OF JUDGMENTS ................................................................................................... 24
STABILISATION ...................................................................................................................................... 25
RATINGS ................................................................................................................................................... 26
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 27
FORMS OF THE NOTES .......................................................................................................................... 32
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 39
FORM OF GUARANTEE OF THE NOTES ............................................................................................. 65
USE OF PROCEEDS ................................................................................................................................. 72
FORM OF FINAL TERMS ........................................................................................................................ 73
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 84
SELECTED FINANCIAL INFORMATION OF THE ISSUER AND OVERVIEW OF THE GROUP'S
FINANCIAL CONDITION ....................................................................................................................... 86
DESCRIPTION OF THE ISSUER............................................................................................................. 92
DESCRIPTION OF THE GUARANTOR ............................................................................................... 124
TAXATION ............................................................................................................................................. 125
SUBSCRIPTION AND SALE ................................................................................................................. 132
GENERAL INFORMATION .................................................................................................................. 136

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IMPORTANT NOTICES
Bank Gospodarstwa Krajowego (the "Issuer" or "BGK") accepts responsibility for the information
contained in this Offering Circular and any Final Terms and declares that, to the best of its knowledge, the
information contained in this Offering Circular is, in accordance with the facts and the Offering Circular
makes no omission likely to affect its import.
This Offering Circular 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).
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Offering
Circular (including for this purpose, the relevant Final Terms) contains all information which is (in the
context of the Programme or the issue, offering and sale of the Notes) material; such information is true
and accurate in all material respects and is not misleading in any material respect; any opinions, predictions
or intentions expressed in this Offering Circular are honestly held or made and are not misleading in any
material respect; this Offering Circular does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in the context of the Programme or the issue, offering and
sale of the Notes) not misleading in any material respect; and all proper enquiries have been made to
ascertain or verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Circular 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 Issuer 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 or 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 Offering Circular or
any responsibility for any acts or omissions of the Issuer, the Guarantor or any other person in connection
with the issue and offering of any Notes under the Programme. Neither the delivery of this Offering Circular
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 Offering Circular is true subsequent to the date hereof or
the date upon which this Offering Circular 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 Issuer since the date thereof or, if later, the date upon which this Offering
Circular 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 Offering Circular 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 Offering Circular or
the 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 Offering Circular 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.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes may be 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 will 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
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assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
If the Final Terms in respect of any Notes other than Guaranteed Notes includes a legend entitled
"Prohibition of Sales to EEA and 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 European Economic Area ("EEA") or in the United Kingdom. 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 MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA or in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under
the PRIIPs Regulation.
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, 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 (Register of administrators and benchmarks) of the
Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation 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
Benchmarks 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.
In connection with Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (as
modified and amended from time to time, the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified
before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Notes issued under the Programme are "prescribed capital markets
products" (as defined in the CMP Regulations 2018) and "Excluded Investment Products" (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice
on Recommendations on Investment Products).
Neither this Offering Circular nor the 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 Guarantor, the
Dealers or any of them that any recipient of this Offering Circular or the Final Terms should subscribe for
or purchase any Notes. Each recipient of this Offering Circular or the Final Terms shall be taken to have
made its own investigation and appraisal of the condition of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed 15,000,000,000 (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".
In this Offering Circular, 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 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 and references to
"zloty" or "PLN" are to Polish zloty. 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 21 December 2020 was PLN 3.71 = U.S.$1,
whilst The National Bank of Poland's foreign exchange rate for euro on the same day was PLN 4.51 = 1.
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Unless otherwise stated, all annual information, including budgetary information, is based on calendar
years.

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GENERAL DESCRIPTION OF THE PROGRAMME
The following summary does not purport to be complete and is qualified in its entirety by the remainder of
this Offering Circular. Words and expressions defined in "Forms of the Notes" or "Terms and Conditions
of the Notes" below shall have the same meanings in this summary.
Issuer:
Bank Gospodarstwa Krajowego.
Guarantor:
In respect of Guaranteed Notes only, The State Treasury of the
Republic of Poland.
Arranger:
HSBC Continental Europe
Dealers:
BNP Paribas, Citigroup Global Markets Europe AG, Citigroup
Global Markets Limited, Deutsche Bank Aktiengesellschaft, HSBC
Continental Europe, J.P. Morgan AG, and Société Générale, and any
other Dealer appointed from time to time by the Issuer either
generally in respect of the Programme or in relation to a particular
Tranche of Notes.
Fiscal Agent:
Citibank, N.A., London Branch.
Luxembourg Listing Agent:
Banque Internationale à Luxembourg, société anonyme.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange
and/or admitted to listing, trading and/or quotation by any other
listing authority, stock exchange and/or quotation system as may be
agreed between the Issuer and the relevant Dealer and specified in
the relevant 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 15,000,000,000 (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 Offering Circular and must be read
in conjunction with this Offering Circular. The terms and conditions
applicable to any particular Tranche of Notes are the Terms and
Conditions of the Notes as supplemented, amended and/or replaced
by the relevant Final Terms.
Forms of Notes:
The Notes may be issued in bearer form or in registered form.
Each Tranche of Bearer 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 (a "Classic 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
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common depositary for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system and each Global Note
which is intended to be issued in new global note form (a "New
Global Note" or "NGN"), as specified in the relevant Final Terms,
will be deposited on or around the relevant issue date with a common
safekeeper for Euroclear and/or Clearstream, Luxembourg. Each
Temporary Global Note will be exchangeable for a Permanent
Global Note or, if so specified in the relevant 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.
Each Tranche of Notes represented by a Global Registered Note will
either be: (a) in the case of a Note which is not to be held under the
new safekeeping structure ("New Safekeeping Structure" or
"NSS"), registered in the name of a common depositary (or its
nominee) for Euroclear and/or Clearstream, Luxembourg and/or any
other relevant clearing system and the relevant Global Registered
Note will be deposited on or about the issue date with the common
depositary; or (b) in the case of a Note to be held under the New
Safekeeping Structure, be registered in the name of a common
safekeeper (or its nominee) for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system and the
relevant Global Registered Note will be deposited on or about the
issue date with the common safekeeper for Euroclear and/or
Clearstream, Luxembourg.
Currencies:
Notes may be denominated in any currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or central
bank requirements. Payments in respect of Notes may, subject to
such compliance, be made in and/or linked to, any currency or
currencies other than the currency in which such Notes are
denominated.
Status of the Notes:
The Notes constitute direct, general and unconditional obligations of
the Issuer which will at all times rank pari passu among themselves
and at least pari passu with all other present and future unsecured
(subject to Condition 5 (Negative Pledge)) and unsubordinated
obligations of the Issuer, save for such obligations as may be
preferred by provisions of law that are both mandatory and of general
application.
Guarantee:
Each Tranche of Guaranteed Notes is subject to a separate Guarantee
of the Notes, substantially in the form set out in this Offering
Circular. See "Risk Factors Risks related to any Guarantee of the
Notes" below.
Notes other than Guaranteed Notes will not have the benefit of any
Guarantee of the Notes.
Each Guarantee of the Notes will be limited to 140 per cent. of the
principal value of the relevant Tranche of Guaranteed Notes. Each
Guarantee of the Notes will cover only the payment of the principal
value of the Guaranteed Notes and accrued interest. A Guarantee of
the Notes will not cover any default interest under such Guaranteed
Notes or the Issuer's liability under related indemnities, including the
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currency indemnity. Therefore, it is possible that not all Noteholders'
claims under the Guaranteed Notes will be satisfied by the Guarantor
in full if these claims fall outside the scope of a Guarantee of the
Notes.
Status of the Guarantee:
In respect of any Guaranteed Notes, the Guarantor will in the
Guarantee of the Notes unconditionally and irrevocably guarantee
the due and punctual payment of principal and accrued interest
payable by the Issuer in respect of the Guaranteed Notes. The
Guarantee of the Notes will constitute a direct, general and
unconditional obligation of the Guarantor which will at all times rank
at least pari passu with all other present and future unsecured
(subject to clause 5 (Negative Pledge) of the relevant Guarantee of
the Notes) and unsubordinated obligations of the Guarantor, save
only 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 Issuer in the United Kingdom or
(b) the activity of issuing the Notes is carried on from an
establishment maintained by the Issuer in the United Kingdom, 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 Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
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 Issuer (either in whole or in part) and/or the Noteholders to the
extent (if at all) specified in the relevant Final Terms.
Tax Redemption:
Except as described in "Optional Redemption" above, early
redemption will only be permitted for tax reasons as described in
Condition 9(b) (Redemption and Purchase Redemption for tax
reasons).
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate and the method of
calculating interest may vary between the issue date and the maturity
date of the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in
the relevant Final Terms, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements, and save
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that the minimum denomination of each Note (other than Guaranteed
Notes) admitted to trading on a regulated market within the EEA or
in the United Kingdom or offered to the public in a Member State of
the EEA or in the United Kingdom in circumstances which would
otherwise require the publication of a prospectus under the
Prospectus Regulation will be 100,000 (or, if the Notes are
denominated in a currency other than sterling, the equivalent amount
in such currency).
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in
Condition 5 (Negative Pledge). Each Guarantee of the Notes will
have the benefit of a negative pledge, see "Form of Guarantee of the
Notes" below.
Taxation:
All payments in respect of Notes and (if the Notes are Guaranteed
Notes) Guarantee of the Notes will be made free and clear of
withholding taxes of the Republic of Poland, unless the withholding
is required by law. In that event, the Issuer and (if applicable)
Guarantor will (subject as provided in Condition 12 (Taxation)) pay
such additional amounts as will result in the Noteholders receiving
such amounts as they would have received in respect of such Notes
had no such withholding been required.
Redenomination:
In respect of any Tranche of Notes, if the country of the Specified
Currency becomes or, announces its intention to become, a
Participating Member State, the Notes may be redenominated in euro
in
accordance
with
Condition
22
(Redenomination,
Renominalisation and Reconventioning) if so specified in the
relevant Final Terms.
Governing Law:
English law.
Enforcement of Notes in
In the case of Global Notes, investors' rights against the Issuer will
Global Form:
be supported by a deed of covenant dated 22 December 2020, a copy
of which will be available for inspection at the specified office of the
Fiscal Agent.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries
of Notes and on the distribution of offering material in the United
States of America, the EEA, the United Kingdom, the Republic of
Poland, Japan, Singapore and Switzerland, see "Subscription and
Sale" below.
Guaranteed Notes are expected to be sold pursuant to Regulation S
Category 1 and Notes other than Guaranteed Notes are expected to
be sold pursuant to Regulation S Category 2 as further described in
"Subscription and Sale Unites States of America" below.

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