NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE US ...

126 Pages·2012·2.59 MB·English

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the prospectus followingt his
page and you are, therefore, advised to read this carefully before reading, accessing or making any other use of the
prospectus. In accessing the prospectus, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access .
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S.
OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE
FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR
REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO
COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this prospectus or make an investment decision
with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S under the
Securities Act). By accepting the e-mail and accessing this prospectus, you shall be deemed to have represented to us
that you are not a U.S. person; the electronic mail address that you have given to us and to which this -email has been
delivered is not located in the U.S., its territories and possessions (including Puerto Rioc, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District
of Columbia; and that you consent to delivery of such prospectus by electronic transmission .
You are reminded that this prospectus has been delivered to you on the basis that you are a person into whose
possession this prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver this prospectus to any other person.
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 by law. If a jurisdiciton requires that the offering be made by
a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that
jurisdiction, the offering shall be deemed to be made by the underwriters or such affilitae on behalf of the Issuer in such
jurisdiction.
Under no circumstances shall this prospectus constitute an offer to sell or the solicitatoin of an offer to buy nor shall
there be any sale of these securities in any jurisdiction in which such offer, solictiation or sale would be unlawful. This
prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the
Financial Services and Markets Act 2000 does not apply .
This prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently neither BNP Paribas,
Société Générale, Citigroup Global Markets Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V.,
London Branch and PKO Bank Polski S.A. nor any person who controls either BNP Paribas, Société Générale,
Citigroup Global Markets Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V., London Branch and
PKO Bank Polski S.A., as the case may be, nor any director, officer, employee nor agent of BNP Paribas, Société
Générale, Citigroup Global Markets Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V., London
Branch and PKO Bank Polski S.A., as the case may be, or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and
the hard copy version available to you on request from any of BNP Paribas, Société Générale, Citigroup Global Markets
Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V., London Branch and PKO Bank Polski S.A.
196709-3-159-v12.0 60-40626686
ORLEN CAPITAL AB (PUBL)
(incorporated in the Kingdom of Sweden with registered number 556974-3114)
€750,000,000
2.500 per cent. Guaranteed Bonds due 2023
guaranteed by
Polski Koncern Naftowy ORLEN Spółka Akcyjna
(a joint stock company incorporated in the Republic of Poland )
Issue Price 98.727 per cent.
The €750,000,000 2.500 per cent. Guaranteed Bonds due 2023 (the "Bonds") will be issued by ORLEN Capital AB (publ) (the
"Issuer") and irrevocably and, subject to a maximum amount of €1,100,000,000, unconditionally guaranteed by Polski Koncern
Naftowy ORLEN Spółka Akcyjna ("PKN ORLEN" or the "Guarantor"). Interest on the Bonds is payable annually in arrear on 7
June in each year commencing on 7 June 2017. Payments on the Bonds will be made without deduction for or on account of taxes of
Sweden or Poland to the extent described under "Terms and Conditions of the Bonds – Taxation".
The Bonds mature on 7 June 2023. The Bonds are subject to redemption in whole, at their principal amount, together with accrued
interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of Sweden and Poland and at the option
of the relevant holder at any time while any of the Bonds remain outstanding if a Put Event (as defined in the Terms and Conditions
of the Bonds) occurs, at their principal amount or at 101 per cent. of their principal amount in the circumstances set out in Condition
7.3, in each case, together with accrued interest to the date fixed for redemption. See "Terms and Conditions of the Bonds –
Redemption and Purchase".
The Bonds and the guarantee of the Guarantor will constitute unsubordinated and (subject to Condition 4) unsecured obligations of
the Issuer and the Guarantor, respectively. See "Terms and Conditions of the Bonds – Status of the Bonds" and "Terms and
Conditions of the Bonds – Guarantee".
This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive
2003/71/EC (and amendments thereto, including by Directive 2010/73/EU) (the "Prospectus Directive"). The Central Bank only
approves this Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus
Directive. Such approval relates only to the Bonds which are to be admitted to trading on a regulated market for the purposes of
Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. The regulated
market of the Irish Stock Exchange plc (the "Market") is a regulated market for the purposes of Directive 2004/39/EC. Application
has been made to the Irish Stock Exchange plc for the Bonds to be admitted to the official list of the Irish Stock Exchange plc (the
"Official List") and trading on its regulated market.
The Bonds will initially be represented by a temporary global Bond (the "Temporary Global Bond"), without interest coupons,
which will be issued in New Global Note ("NGN") form and will be delivered on or prior to 7 June 2016 to a common safekeeper
(the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). The Temporary Global Bond will be exchangeable for interests in a permanent global Bond (the
"Global Bond"), without interest coupons, on or after a date which is expected to be 17 July 2016 upon certification as to beneficial
ownership. See "Summary of Provisions relating to the Bonds while in Global Form". The denomination of the Bonds shall be
€100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000. No definitive Bonds will be issued with a
denomination above €199,000.
The Bonds are expected to be rated Baa3 by Moody's Investors Service, Inc. ("Moody's") and BBB- by Fitch Ratings Ltd.
("Fitch"). Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 as amended by
Regulation (EU) No 513/2011 (the "CRA Regulation"). As such, Fitch is included in the list of credit rating agencies published by
the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Moody's is not established in
the European Union but its ratings are endorsed by Moody's Investors Service Limited which is established in the European Union
and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Prospectus.
GLOBAL CO-ORDINATORS
BNP PARIBAS SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING

JOINT LEAD MANAGERS
BNP PARIBAS Citigroup
Société Générale UniCredit Bank
Corporate & Investment Banking Santander Global Corporate Banking
ING
PKO Bank Polski S.A.

The date of this Prospectus is 3 June 2016

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This Prospectus comprises a prospectus for the purposes of Article 5(3) of the Prospectus Directive, as
implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005 and for the purpose
of giving information with regard to the Issuer, the Guarantor, the Guarantor and its consolidated
subsidiaries taken as a whole (the "ORLEN Group" or the "Group") and the Bonds which according to
the particular nature of the Issuer, the Guarantor, the ORLEN Group and the Bonds, is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position, profit and
losses and prospects of the Issuer and the Guarantor. Each of the Issuer and the Guarnator accepts
responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of
each of the Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the
case), the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information .
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor or the Joint Lead Managers (as defined in "Subscription and Sale" below) to subscribe or
purchase, any of the Bonds. The distribution of this Prospectus and the offering of the Bonds in certain
jurisdictions may be restricted by law. Persons into whose possession thsi Prospectus comes are required
by the Issuer, the Guarantor and the Joint Lead Managers to inform themselves about and to observe any
such restrictions. For a description of further restrictions on offers and sales of Bonds and distribution of
this Prospectus, see "Subscription and Sale" below.
None of the Joint Lead Managers, has separately verified the information contained in this Prospectus.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of
the information contained in this Prospectus or any other information supplied in connection with the
Bonds. Each person receiving this Prospectus acknowledges that suchp erson has not relied on any of the
Joint Lead Managers in connection with its investigation of the accuracy of such information or its
investment decision and each person must rely on its own examination of the Issuer and the Guarantor
and the merits and risks involved in investing in the Bonds. In particular, each investor contemplating
purchasing any Bonds should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantor and the ORLEN Group.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers. Neither the delivery of
this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Isuer, the Guarantor or the ORLEN Group
since the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer, the
Guarantor or the ORLEN Group since the date hereof or the date upon which this Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the
issue of the Bonds is correct as of any time subsequent to the date on which iti s supplied or, if different,
the date indicated in the document containing the same .
To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for
the contents of this Prospectus or for any other statement, madeo r purported to be made by a Joint Lead
Manager or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the
Bonds. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in tort or
contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Prospectus or any such statement.
The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the" Securities
Act") and Bonds in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions,
Bonds may not be offered, sold or delivered within the United States or to U.S. persons.
Except as otherwise provided, translations of amounts from one currency into another currency are solely
for the convenience of the reader and are made at various exchange rates. No representation is made that
the amounts referred to herein could have been, or could be, converted into another currency at any
particular exchange rate.
In connection with the issue of the Bonds, BNP Paribas (the "Stabilisation Manager") or any
person acting on behalf of the Stabilisation Manager may over-allot Bonds or effect transactions
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with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilisation Manager (or any person
acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer
of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment oft he
Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager
(or person(s) acting on behalf of the Stabilisation Manager) in accordance with all applicable laws
and rules.
This Prospectus contains certain forward-looking statements. The words "anticipate", "believe", "expect" ,
"is expected to", "plan", "intend", "targets", "aims", "estimate", "project", "will", "would", "may",
"could", "should", "seeks", "continue", "approximately", "predicts" and similar expressions are intended
to identify forward-looking statements. All statements other than statements of historical fact included in
this Prospectus, including, without limitation, those regarding the financial position, business strategy,
management plans and objectives for future operations of the Issuer and the Guarantor are forward-
looking statements. These forward-looking statements involve known and unknown risks, uncertainties
and other factors, which may cause the Group's actual results, performance or achievements, or industry
results, to be materially different from those expressed or implied by these forward-looking statements.
These forward-looking statements are based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group expects to operate in the future.
Important factors that could cause the Group's actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among other factors described in this
Prospectus: the Group's ability to integrate its newly-acquired operations and any future expansion of its
business; the Group's ability to realise the benefits that the Group expects from existing and future
investments in the Group's existing operations and pending expansion and development projects; the
Group's ability to obtain requisite governmental or regulatory approvals to undertake planned or proposed
terminal development projects; the Group's ability to obtain external financing o rmaintain sufficient
capital to fund the Group's existing and future operations; changes in political, social, legal or economic
conditions in the markets in which the Group and its customers operate c;hanges in the competitive
environment in which the Group's and the Group's customers operate; failure to comply with regulations
applicable to the Group's business; fluctuations in the currency exchange rates in the markets in which the
Group operates; and changes in tax requirements (including tax rate changes, new tax laws and revised
tax law interpretations).
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under "Risk Factors". Any forward-looking statements
made by or on behalf of the Issuer or the Guarantor speak only as at the date they are made. Neither the
Issuer nor the Guarantor undertakes to update forward-looking statements to reflect any changes in their
expectations with regard thereto or any changes in events, conditions or circumstances on which any such
statement is based.
Data included in this Prospectus have been subject to rounding adjustments; accordingly data shown for
the same item of information may vary and figures which are totals may not be arithmetical sums of their
components.
In respect of information in this Prospectus sourced from a third party, the Guarantor confirms that the
information has been accurately reproduced and that, as far as the Guaarntor is aware and is able to
ascertain from information published by that third party, no facts have been omitted which would render
the reproduced information inaccurate or misleading .

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- ii -
PRESENTATION OF INFORMATION
In this Prospectus, all references to:
"U.S. dollars" and "USD" refer to United States dollars;
"PLN" refer to Polish zloty;
"CAD" refer to Canadian dollars;
"CZK" refer to Czech koruna; and
"euro", "EUR" and "€" refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended.
References in this Prospectus to "concessions" reflect Polish legal terminology and should be understood
as references to licences or permits.
Capitalised words used in this Prospectus which are not otherwise defined have the meanings set out in
the Glossary.
The Group prepared its unaudited reviewed interim condensed consolidated financial statements for the
three months ended 31 March 2016 and its audited consolidated financial statements for the years ended
31 December 2015 and 31 December 2014 in accordance with International Financial Reporting
Standards as adopted in the EU ("IFRS EU").
KPMG Audyt Sp. z o.o. conducted their audit of the consolidated financial statements for the year ended
31 December 2014 in accordance with section 7 of the Accounting Act dated 29 September 1994
(Official Journal from 2013, item 330 with amendments) (the "Accounting Act"), National Standards on
Auditing issued by the National Council of Certified Auditors and International Standards on Auditing.
KPMG Audyt Sp. z o.o. conducted their audit of the consolidated financial statements for the year ended
31 December 2015 in accordance with section 7 of the Accounting Act and International Standards on
Auditing as adopted by National Council of Certified Auditors as the National Standards on Assurance.
The Issuer prepared its audited financial statements for the years ended 31 December 2015 and 31
December 2014 in accordance with the Annual Accounts Act and the Swedish Financial Reporting
Board's recommendation RFR 2 Accounting for Legal Entities. The application of RFR 2 means that the
Issuer, so far as possible, applied IFRS EU and interpretations of the IFRS Interpretations Committee
(IFRIC) as part of the Annual Accounts Act and the Security Act, and considered the relationship
between accounting and taxation.
KPMG AB conducted their audits of the financial statements for the years ended 31 December 2015 and
31 December 2014 in accordance with International Standards on Auditing and generally accepted
auditing standards in Sweden.
Where financial information as of and for the periods ended 31 March 2015 and 31 March 2016,
respectively, which has been reviewed but not been audited, has been included in this Prospectus, this has
been indicated as unaudited financial information in the tables containing such financial information.
Non-IFRS Resources
In this Prospectus certain measures are not measures presented in accordance with, or defined by, IFRS
EU. These include: EBIT; EBITDA; and EBITDA LIFO, which are measures used by PKN ORLEN's
management to measure operating performance.
"EBIT" means profit/loss from operations.
"EBITDA" means profit/loss from operations, before depreciation and amortisation.
"EBITDA LIFO" means profit/loss from operations, before depreciation and amortisation according to
the inventory valuation under the LIFO (Last-in, First-out) method.
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The ORLEN Group's inventories are valued in its financial statementsi n accordance with IFRS EU at the
weighted average cost method or purchase price method. Therefore, an upward trend in crude oil prices
has a positive effect and a downward trend has a negative impact ont he results reported. As a result, in
the section entitled "Other Information to Consolidated Quarterly Report" from the Guarantor's reviewed
interim condensed consolidated financial statements for the three months ended 31 March 2016, which
are incorporated by reference herein, the operating results were presented based on both the weighted
average cost of production or acquisition as well as the LIFO method of inventory valuation, which
eliminates the above impact.
EBIT, EBITDA and EBITDA LIFO are not recognised measures under IFRS EU and do not purport to be
alternatives to profit for the period as a measure of operating performance or to cash flows from operating
activities as a measure of liquidity. Additionally, EBIT, EBITDA and EBITDA LIFO are not intended to
be measures of free cash flow available for management's discretionary use, as they do not consider
certain cash requirements such as interest payments, tax payments, changes in working capital, debt
service requirements and capital expenditures. PKN ORLEN believes that EBIT, EBITDA and EBITDA
LIFO provide useful information to investors and are helpful in highlighting trends because they exclude
the results of certain decisions that are outside the control of operating management and can differ
significantly from company to company depending on long term strategic decisions regarding capital
structure, its stage of growth development, its capital expenditure requirements, the jurisdictions in which
certain companies operate and capital investments. As not all companies use identical calculations, these
presentations of EBIT, EBITDA and EBITDA LIFO may not be comparable to other similarly titled
measures used by other companies.
EBITDA may not be indicative of the Group's historical operating results presented in accordance with
IFRS EU. EBITDA LIFO is not subject to audit or review by any independent auditors.
As at 27 May 2016, the National Bank of Poland average exchange rate between euro and zloty was
EUR 1 = PLN 4.4063 and between United States dollars and zloty was USD 1 = PLN 3.9393.

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CONTENTS
Page
OVERVIEW ................................................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 4
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 20
TERMS AND CONDITIONS OF THE BONDS ...................................................................................... 22
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM .............. 32
USE OF PROCEEDS ................................................................................................................................. 34
SELECTED FINANCIAL INFORMATION OF THE GUARANTOR .................................................... 35
SELECTED FINANCIAL INFORMATION OF THE GROUP ................................................................ 39
DESCRIPTION OF THE ISSUER............................................................................................................. 43
DESCRIPTION OF THE GUARANTOR AND THE GROUP................................................................. 44
TAXATION ............................................................................................................................................. 110
SUBSCRIPTION AND SALE ................................................................................................................. 114
GLOSSARY OF TECHNICAL TERMS ................................................................................................. 115
GENERAL INFORMATION .................................................................................................................. 117

196709-3-159-v12.0 60-40626686
OVERVIEW
This overview must be read as an introduction to this Prospectus and any decision to invest in the Bonds should be
based on a consideration of the Prospectus as a whole, including the full terms and conditions. This overview does not
purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus.
Words and expressions defined in the "Terms and Conditions of the Bonds" below or elsewhere in this Prospectus have
the same meanings in this summary.
The Issuer ORLEN Capital AB (publ) Reg. No. 556974-3114.
The Guarantor Polski Koncern Naftowy ORLEN Spółka Akcyjna.
Joint Lead Managers BNP Paribas
Société Générale
Citigroup Global Markets Limited
Unicredit Bank AG
Banco Santander S.A.
ING Bank N.V., London Branch
PKO Bank Polski S.A.
The Bonds €750,000,000 2.500 per cent. Guaranteed Bonds due 2023.
Issue Price 2.500 per cent. of the principal amount of the Bonds.
Issue Date Expected to be on or about 7 June 2016.
Interest and Interest Payment Dates The Bonds will bear interest from and including the Issue Daet at a rate
of 2.500 per cent. per annum payable annually in arrear on 7 June in
each year commencing on 7 June 2017.
Status of the Bonds and the Guarantee The Bonds are direct, unconditional and (subject to Condition 4)
unsecured obligations of the Issuer.
The guarantee is a direct, (subject as described below) unconditional and
(subject to Condition 4) unsecured obligation of the Guarantor. The
Guarantor's obligations in respect of the guarantee are contained in the
Guarantee. The Guarantee will be valid up to a maximum amount of
€1,100,000,000.
Form and Denomination The Bonds will be in bearer form in the denomination of €100,000 and
integral multiples of €1,000 in excess thereof, up to and including
€199,000.
See "Summary of Provisions relating to the Bonds while in Global
Form".
Rating The Bonds are expected to be rated Baa3 by Moody's and BBB- by
Fitch.
A rating reflects only the views of the relevant rating agency and is not a
recommendation to buy, sell or hold any Bonds. A rating may be subejct
to revision, suspension or withdrawal at any time by the relevant rating
agency. For information on certain risks connected with ratings see" Risk
Factors". An explanation of the significance of specific ratings may be
obtained from the relevant rating agency.
Withholding Tax See "Taxation".
Redemption for Taxation Reasons The Issuer may at its option redeem the Bonds at any time at their
principal amount together with interest accrued to but excluding the date
of redemption if:
(a) as a result of any change in, or amendment to, the laws or
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regulations of a Relevant Jurisdiction (as defined in Condition
8), or any change in the application or official interpretation of
the laws or regulations of a Relevant Jurisdiction, which change
or amendment becomes effective after 7 June 2016, (i) on the
next Interest Payment Date the Issuer would be required to pay
additional amounts as provided or referred to in Condition 8 or
(ii) on the next Interest Payment Date the Guarantor would be
unable for reasons outside its control to procure payment by the
Issuer and in making payment itself would be required to pay
such additional amounts or (iii) the Guarantor has or will
become obliged to make any withholding or deduction for, or on
account of, any Taxes imposed or levied by or on behalf of
Poland or any political subdivision or any authority thereof or
therein having power to tax with respect to any payment by the
Guarantor, under an instrument through which proceeds from
the Bonds are transferred from the Issuer to the Guarantor, to the
Issuer in order to enable the Issuer to make any payment on the
next Interest Payment Date of principal or interest in respect of
the Bonds; and
(b) the requirement cannot be avoided by the Issuer or, as the case
may be, the Guarantor taking reasonable measures available to
it.
See Condition 7.2 of the "Terms and Conditions of the Bonds".
Change of Control with Rating Each Bondholder will have the option to require the Issuer to redeem any
Downgrade Put Event outstanding Bonds it holds upon the occurrence of a Put Event (i) at 101
per cent. of their principal amount, together with interest accrued up to,
but excluding, the Optional Redemption Date if the Bonds carry a Non-
Investment Grade Rating or no credit rating on the Relevant
Announcement Date; or (ii) at their principal amount, together with
interest accrued up to, but excluding, the Optional Redemption Date if
the Bonds carry an Investment Grade Rating at the Relevant
Announcement Date, provided that if, at the Relevant Announcement
Date, the Bonds carry a credit rating from more than one Rating Agency
at least one of which is an Investment Grade Rating, then sub-paragraph
(ii) will apply.
A Put Event will be deemed to occur if there is a Change of Control of
the Guarantor and, on the Relevant Announcement Date, the Bonds carry
from any Rating Agency:
(a) an investment grade credit rating and such rating is downgraded
to a Non-Investment Grade Rating or withdrawn and is not,
within the Change of Control Period, subsequently (in the case
of a downgrade) upgraded to an investment grade credit rating;
(b) a Non-Investment Grade Rating; or
(c) no credit rating and a Negative Rating Event occurs.
Such rating activity must have resulted from the Change of Control, as
confirmed by the relevant Rating Agency. See Condition 7.3 of the
"Terms and Conditions of the Bonds".
Events of Default See Condition 10 of the "Terms and Conditions of the Bonds".
Negative Pledge See Condition 4 of the "Terms and Conditions of the Bonds".
Governing Law The Bonds, the Guarantee, the Agency Agreement and the Subscription
Agreement will be governed by English law.
Listing and Trading Application has been made to the Irish Stock Exchange plc for the Bonds
to be admitted to the Official List and to trading on the Market. The
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Market is a regulated market for the purposes of Directive 2004/39/EC
of the European Parliament and of the Council on markets in financial
instruments.
Clearing Systems Euroclear and Clearstream, Luxembourg.
ISIN XS1429673327
Common Code 142967332
Selling Restrictions See "Subscription and Sale".
Risk Factors Investing in the Bonds involves risks. See "Risk Factors".
196709-3-159-v12.0 60-40626686
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