Obligation Republic of Peru 1.95% ( XS2408608219 ) en EUR

Republic of Peru

100 % ▲

Perou

XS2408608219 ( en EUR )

1.95% par an ( paiement annuel )

17/11/2036

Prospectus brochure de l'obligation Peru XS2408608219 en EUR 1.95%, échéance 17/11/2036

100 000 EUR

1 000 000 000 EUR

17/11/2026 ( Dans 227 jours )

Gouvernement souverain du Pérou accédant aux marchés internationaux pour soutenir sa croissance et ses réformes économiques.

L'obligation péruvienne XS2408608219, émise par le Pérou en euros (EUR) pour un montant total de 1 000 000 000 EUR, offre un taux d'intérêt de 1,95%, avec une maturité fixée au 17 novembre 2036, un paiement annuel de coupons et une taille minimale d'achat de 100 000 EUR, actuellement cotée à 100%.

Filed pursuant to Rule 424(b)(2)
Registration No. 333-252387

PROSPECTUS SUPPLEMENT
(To prospectus dated February 8, 2021)

Republic of Peru
1,000,000,000 1.950% Euro-Denominated Global Bonds Due 2036

The Republic of Peru is offering 1,000,000,000 aggregate principal amount of its 1.950% Euro-Denominated Global Bonds Due 2036 (the
"bonds"). The bonds will bear interest at the rate of 1.950% per year, accruing from November 17, 2021. Interest on the bonds is payable annually on
November 17, beginning on November 17, 2022. The final maturity of the bonds will be November 17, 2036.
We may redeem the bonds, in whole or in part, at any time or from time to time prior to August 17, 2036 (three months prior to the maturity
date of the bonds) by paying the greater of the outstanding principal amount of the bonds and a "make-whole" amount. In addition, we may redeem
the bonds, in whole or in part, at any time or from time to time on or after August 17, 2036 (three months prior to the maturity date of the bonds), at a
redemption price equal to 100% of the principal amount of the bonds to be redeemed, plus accrued and unpaid interest. See "Description of the
Bonds--Optional Redemption."
The bonds will be direct, general, unconditional, unsubordinated and unsecured obligations of Peru. The bonds will rank equally, without any
preference among themselves, with all of Peru's other existing and future unsecured and unsubordinated obligations relating to external indebtedness
of Peru, as described under "Description of the Securities--Debt Securities-- Defined Terms" in the accompanying prospectus.
The bonds will contain provisions regarding acceleration and future modifications to their terms, including "collective action clauses." Under
these provisions, which differ from the terms of Peru's external indebtedness issued prior to August 6, 2015 and which are described in "Description
of the Bonds--Collective Action Clauses," "Description of the Bonds-- Meetings, Amendments and Waivers--Collective Action" in this prospectus
supplement and in "Description of the Securities--Debt Securities--Default; Acceleration of Maturity," "Description of the Securities--Debt
Securities--Collective Action Clauses" and "Description of the Securities--Debt Securities--Meetings, Amendments and Waivers--Collective
Action" in the accompanying prospectus, Peru may amend the payment provisions of any series of its debt securities (including the bonds) and other
reserve matters listed in the indenture with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the
aggregate principal amount outstanding of such series; (2) with respect to two or more series of debt securities, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed
modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 662/3% of the aggregate principal amount
of the outstanding securities of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal
amount of the outstanding securities of each series affected by the proposed modification, taken individually.
We will apply to admit the bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
This prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference, constitute a prospectus for
purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. This prospectus supplement and the accompanying
prospectus, together with the documents incorporated by reference, does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129
(as amended, the "Prospectus Regulation"). We are not offering the bonds in any jurisdiction in circumstances that would require a prospectus to be
prepared pursuant to the Prospectus Regulation.

Proceeds to Peru
(before expenses
Underwriting
and underwriting
Price to Public(1)
Fee(2)
fee)(3)

1.950% Euro-Denominated Global Bonds Due 2036 ...........................................
98.453%
375,000
984,530,000

(1)
Plus accrued interest, if any, from November 17, 2021.
(2)
See "Underwriting."
(3)
See "Use of Proceeds."
The bonds were delivered in book-entry form only through the facilities of Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") against payment on November 17, 2021.

Global Coordinators and Bookrunners

BNP PARIBAS
BofA Securities
J.P. Morgan
Morgan Stanley

November 29, 2021

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including
the documents incorporated by reference. We have not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not,
and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference is accurate only as of its date. Our financial condition and prospects may have changed since that date.
TABLE OF CONTENTS

Page

Prospectus Supplement

About this Prospectus Supplement and the Accompanying Prospectus ......................................................................................... S-1
Incorporation by Reference ............................................................................................................................................................ S-3
Forward-Looking Statements ......................................................................................................................................................... S-4
Sovereign Immunity ....................................................................................................................................................................... S-5
Certain Legal Restrictions ............................................................................................................................................................... S-6
Summary of the Offering ................................................................................................................................................................ S-7
Risk Factors ................................................................................................................................................................................... S-10
Use of Proceeds .............................................................................................................................................................................. S-12
Description of the Bonds ................................................................................................................................................................ S-13
United States Federal Income Tax Considerations ........................................................................................................................ S-22
Peru Taxation .................................................................................................................................................................................. S-22
Underwriting .................................................................................................................................................................................. S-23
Validity of the Bonds ..................................................................................................................................................................... S-28
General Information ....................................................................................................................................................................... S-29

Page

Prospectus

About This Prospectus ....................................................................................................................................................................... i
Data Dissemination ............................................................................................................................................................................ i
Use of Proceeds .................................................................................................................................................................................. 1
Description of the Securities .............................................................................................................................................................. 2
Taxation ............................................................................................................................................................................................. 16
Plan of Distribution ............................................................................................................................................................................ 21
Official Statements ............................................................................................................................................................................. 23
Validity of the Securities .................................................................................................................................................................... 24
Authorized Representative ................................................................................................................................................................. 25
Where You Can Find More Information ............................................................................................................................................ 26

S-i

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
The bonds 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 any Member State of 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 Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
No key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering
or selling the bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This prospectus supplement has been prepared on the basis that any offer of bonds in any Member State of the EEA will be
made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of bonds. This
prospectus supplement does not constitute a prospectus for the purposes of the Prospectus Regulation.
Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any bonds under,
the offers to the public contemplated in this prospectus supplement, or to whom the bonds are otherwise made available, will be
deemed to have represented, warranted, acknowledged and agreed to and with each underwriter and Peru that it and any person on
whose behalf it acquires bonds is not a "retail investor" (as defined above).
Any distributor subject to MiFID II (for the purposes of this paragraph, a "distributor") subsequently offering, selling or
recommending the bonds is responsible for undertaking its own target market assessment in respect of the bonds and determining the
appropriate distribution channels for the purposes of the MiFID II product governance rules under Commission Delegated Directive
(EU) 2017/593 ("Delegated Directive"). Neither Peru nor any of the underwriters make any representations or warranties as to a
distributor's compliance with the Delegated Directive.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The bonds 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 (the "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 UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, 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 UK domestic law by virtue of the EUWA.
No key information document required by the PRIIPs Regulation, as it forms part of UK domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation"), for offering or selling the bonds or otherwise making them available to retail investors in the UK has
been prepared and the bonds will not be offered or sold or otherwise made available to any retail investor in the UK.
Each person in the UK who receives any communication in respect of, or who acquires any bonds under, the offers to the public
contemplated in this prospectus supplement, or to whom the bonds are otherwise made available, will be deemed to have represented,
warranted, acknowledged and agreed to and with each underwriter and Peru that it and any person on whose behalf it acquires bonds
is not a "retail investor" (as defined above).

UK MiFIR product governance / Professional investors and ECPs only target market: Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the bonds has led to the conclusion that: (i) the
target market for the bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the bonds to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or recommending the bonds (for the purposes of
this paragraph, a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
S-ii

This prospectus supplement has been prepared on the basis that the requirement under the Prospectus Regulation, as it forms
part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation") and FSMA to publish or produce a prospectus for
offers of bonds does not apply. This prospectus supplement does not constitute a prospectus for the purposes of the UK Prospectus
Regulation or FSMA.
STABILIZATION
In connection with the offering, BNP Paribas, J.P. Morgan Securities plc, Merrill Lynch International and Morgan Stanley &
Co. International plc., (the "Stabilizing Managers") (or persons acting on their behalf) may over-allot bonds (provided that, in the case
of any bonds to be admitted to trading on the Euro MTF Market, the aggregate principal amount of bonds allotted does not exceed
105% of the aggregate principal amount of the bonds subject to the offering) or effect transactions with a view to supporting the
market price of the bonds during the stabilization period at a level higher than that which might otherwise prevail. However,
stabilization action may not necessarily occur. Any stabilization action may begin on or after the date of adequate public disclosure of
the terms of the offer of the bonds and, if begun, may cease at any time, but it must end no later than 30 calendar days after the date on
which Peru received the proceeds of the issue, or no later than 60 calendar days after the date of allotment of the bonds, whichever is
earlier. Any stabilization action or over- allotment must be conducted by the relevant Stabilizing Managers (or persons acting on their
behalf) in accordance with all applicable laws and rules and will be undertaken at the offices of the Stabilizing Managers (or persons
acting on their behalf) and on the Euro MTF Market of the Luxembourg Stock Exchange or the over-the-counter market.
S-iii

ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference information you should
consider when making your investment decision. You should rely only on the information provided or incorporated by reference in
this prospectus supplement and the accompanying prospectus, which should be read together. References in this prospectus
supplement to "we," "us," "our" and "Peru" are to the Republic of Peru.
We are furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective investors in
connection with their consideration of a purchase of bonds. After having made all reasonable queries, we confirm that:
·
the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus,
as a whole, is true and correct in all material respects and is not misleading as of the date of this prospectus supplement;
·
changes may occur in our affairs after the date of this prospectus supplement;
·
certain statistical information included in this prospectus supplement and the accompanying prospectus reflects the most
recent reliable data readily available to us as of the date hereof or thereof;
·
we hold the opinions and intentions expressed in this prospectus supplement, the accompanying prospectus and any
document incorporated by reference in this prospectus supplement and the accompanying prospectus, as superseded in
this prospectus supplement;
·
to the best of our knowledge and belief, we have not omitted other facts, the omission of which makes this prospectus
supplement and the accompanying prospectus, as a whole, misleading; and
·
we accept responsibility for the information we have provided or incorporated by reference in this prospectus
supplement and the accompanying prospectus.
Prospective investors should rely on the information provided in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. No person is authorized to
make any representation or give any information not contained in this prospectus supplement, the accompanying prospectus or the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Any such representation or
information not contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in
this prospectus supplement and the accompanying prospectus must not be relied upon as having been authorized by us or the
underwriters. See "General Information--Where You Can Find More Information" in this prospectus supplement for information on
the documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus.
We are not offering to sell any securities other than the bonds offered under this prospectus supplement. We are not offering to
sell the bonds in places where such offers are not permitted by applicable law. You should not assume that the information contained
or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than their
respective dates. Our economic, fiscal or political circumstances may have changed since such dates.
The bonds described in this prospectus supplement are debt securities of Peru being offered under registration statement no.
333-252387, filed with the U.S. Securities and Exchange Commission (the "SEC") under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The accompanying prospectus is part of that registration statement. The accompanying prospectus provides you
with a general description of the securities that we may offer, and this prospectus supplement contains specific information about the
terms of the offering and the bonds. This prospectus supplement together with the accompanying prospectus may only be used for the
purpose for which they have been published. Before you invest, you should read this prospectus supplement and the accompanying
prospectus, together with additional information described in "Where You Can Find More Information" in the accompanying
prospectus.
This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to
whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This prospectus supplement is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity
to which this prospectus supplement relates is available only to relevant persons and will be engaged in only with relevant persons.
S-1

The trustee assumes no responsibility for the accuracy or completeness of the information contained in this prospectus
supplement or the accompanying prospectus or for any failure by us or any other party to disclose events that may have occurred and
may affect the significance or accuracy of such information.
In connection with the offering, the underwriters are not acting for anyone other than Peru and will not be responsible to anyone
other than Peru for providing the protections afforded to their clients nor for providing advice in relation to the offering.

S-2

INCORPORATION BY REFERENCE
We are incorporating by reference into this prospectus supplement Peru's most recent Annual Report on Form 18-K (the "Form
18-K") for the fiscal year ended December 31, 2020, as filed with the SEC on October 22, 2021, Amendment No. 1 on Form 18-K/A
("Amendment No. 1"), as filed with the SEC on October 28, 2021 and Amendment No. 2 filed on Form 18-K/A ("Amendment
No. 2") as filed with the SEC on November 9, 2021 including, in each case, the exhibits that are specifically incorporated by reference
therein, and each subsequent annual report on Form 18-K and amendment on Form 18-K/A filed after the date of this prospectus
supplement and prior to the closing date.

S-3

FORWARD-LOOKING STATEMENTS
This prospectus supplement may contain forward-looking statements. Forward-looking statements are statements that are not
historical facts. These statements are based on Peru's current plans, estimates, assumptions and projections. Therefore you should not
place undue reliance on them. Forward-looking statements speak only as of the date they are made, and Peru undertakes no obligation
to update any of them in light of new information or future events.
Forward-looking statements involve inherent risks. Peru cautions you that many factors could adversely affect the future
performance of the Peruvian economy. These factors include, but are not limited to:
·
external factors, such as:
·
public health crises and epidemics/pandemics, including the novel Coronavirus ("COVID 19") pandemic, and
worldwide effects thereof and responses thereto;
·
interest rates in financial markets outside Peru;
·
changes in Peru's credit ratings;
·
changes in import tariffs and exchange rates;
·
changes in international commodity prices;
·
recession, low economic growth or economic contraction affecting Peru's trading partners;
·
deterioration in the economic condition of Peru's neighboring countries;
·
contraction of liquidity in the international financial markets and equity, debt or foreign exchange market
volatility, which could lead to volatility in Peru, declines in foreign direct and portfolio investment and potentially
lower international reserves;
·
international hostilities;
·
the decisions of international financial institutions, such as the International Monetary Fund, the Inter-American
Development Bank, the International Bank for Reconstruction and Development and the Andean Development
Corporation, regarding the terms of their lending and financial assistance to Peru; and
·
litigation and other legal proceedings; and
·
internal factors, such as:
·
political, economic, social or military issues or events in Peru, including as a result of public health crises in Peru,
and the Peruvian government's responses thereto;
·
deterioration in general economic and business conditions in Peru;
·
increase in crime rates;
·
natural events, such as climate change, earthquakes and floods;
·
reduction in foreign currency reserves;
·
reduction in fiscal revenue;
·
reduced levels of foreign direct investment;
·
the ability of the Peruvian government to enact key economic reforms;
·
higher domestic debt;
·
increased rates of domestic inflation;
·
the level of foreign direct and portfolio investment in Peru; and
·
prevailing Peruvian domestic interest rates.

S-4

SOVEREIGN IMMUNITY
Peru is a sovereign state. Consequently, it may be difficult for you to obtain or realize upon judgments of courts in the United
States against Peru. Among other requirements, the execution by a Peruvian court of a judgment ordering payment by Peru of any
principal or interest arising from the bonds will be subject to availability of funds according to the statute passed by the Peruvian
Congress setting forth the budget corresponding to the fiscal year in which such payment is due.
Limitations Imposed by Budget Laws to Satisfy Payments on the Bonds
A final judgment against Peru ordering payment on the bonds is subject to Peruvian budget regulations. Pursuant to the Budget
National System Legislative Decree No. 1440 (Decreto Legislativo del Sistema Nacional del Presupuesto Público) that became
effective on January 1, 2019, and the Public Sector Budget Law for Fiscal Year 2021, Law No. 31084 (Ley que aprueba el
Presupuesto del Sector Público para el Año Fiscal 2021), payment by Peru of judgments, arbitral awards, conciliation minutes or
direct treatment agreements (trato directo) is subject to the following process:
·
up to 5% of the budget corresponding to the Ministry of Economy and Finance (the "MEF") may be allocated towards
payments and judgments, subject to certain exceptions;
·
payments must be made by each Peruvian governmental entity (in our case, the MEF) from its respective bank account,
taking into account all mandatory priorities;
·
up to 5%, the MEF would pay its creditors on a pro rata basis; and
·
payment requirements in excess of the 5% threshold must be included in the budgets approved for the following five
fiscal years.
Enforceability of Judgments
If the payment of any Peruvian judicial order is not honored by the MEF, a proceeding for the execution of judicial resolutions
may be initiated as provided for in article 688 et. seq. of the Peruvian Civil Procedure Code. Notwithstanding the foregoing, in
accordance with section 73 of the Peruvian Political Constitution, public domain assets destined for the public service and use are
inalienable and are not subject to any adverse possession (prescripción adquisitiva). Public domain assets are a special form of
property that can only be set aside for the public use, a service to the community or national interest. As such, those assets as well as
(i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military
authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private
sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to
the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru's
accounts held in the Peruvian financial system that constitute public domain property, are neither subject to liens or encumbrances nor
to a judicial attachment. Conversely, assets not set aside for the public domain are subject to the private domain of the Peruvian
government (which includes, among others, the cash deposits of the Peruvian government abroad) and as such may be encumbered or
attached.
For more information, see "Description of the Securities--Jurisdiction, Consent to Service and Enforceability" in the
accompanying prospectus.

S-5

CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the offering and the transactions contemplated by the offering may be restricted by law
in certain jurisdictions. If materials relating to the offering come into your possession, you must inform yourself and observe all of
these restrictions. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted. If a jurisdiction requires that the offering be made by a licensed
broker or dealer and either the underwriters or any affiliate of the underwriters is a licensed broker or dealer in such jurisdiction, the
offering shall be deemed to be made by such underwriter or such affiliate on behalf of Peru in such jurisdiction. For more information,
see "Underwriting."

S-6