ein wenig Handwerkszeug // Boilerplate

Offering Circular dated 17 June 2011
t. .1
Republic of Cyprus
acting through the Ministry of Finance
€9,000,000,000
Euro Medium Term Note Programme


Overview of the Programme and the Notes
The following does not purport to be complete and is a summary of, and is qualified in its entirety by, the
remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of
Notes, the applicable Pricing Supplement. Words and expressions defined or used in “Form of the Notes” and
“Terms and Conditions of the Notes” shall have the same meaning in this Summary:
Republic of Cyprus acting through the Ministry of Finance.
UBS Limited.
Deutsche Bank AG, London Branch, Société Générale and UBS
Limited.
Deutsche Bank AG, London Branch.
Deutsche Bank Trust Company Americas
U.S. dollars, Euro, Sterling, Swiss Francs, Yen or such other
currency as may be agreed between the Republic and the relevant
Dealer(s), in all cases subject to applicable laws and regulations.






Subject to “Terms and Conditions of the Notes - Negative Pledge”,
the Notes will constitute direct, unconditional, unsecured and
unsubordinated obligations of the Republic and the full faith and
credit of the Republic will be pledged for the due and punctual
payment of all amounts payable in respect of the Notes and for the
performance of all other obligations of the Republic pursuant to the
Notes and Coupons. The Notes of each Series shall at all times
rank pah passu and without any preference among themselves. The
payment obligations of the Republic under the Notes shall (subject
as aforesaid) at all times rank at least equally with all its other
present and future unsecured and unsubordinated indebtedness.


11. MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER
(a) Meetings of Noteholders
The Fiscal Agency Agreement contains provisions for convening meetings of Noteholders of a Series to
consider any matter affecting their interests, including the modification of the Notes of such Series (including
these Conditions insofar as the same may apply to such Notes). Any such modification may be made if,
having been approved in writing by the Republic, it is sanctioned by an Extraordinary Resolution.
Such a meeting may be convened by the Republic, and shall be convened by the Fiscal Agent upon the
request in writing of Noteholders holding not less than 10 per cent, in principal amount of the Notes of the
relevant Series for the time being outstanding.
The quorum at any meeting of Noteholders of a Series convened to vote on an Extraordinary Resolution will
be two or more persons holding or representing in aggregate more than 50 per cent, in principal amount of the
Notes of the relevant Series for the time being outstanding or, at any adjourned meeting of Noteholders, not
less than 25 per cent, in principal amount of the Notes of the relevant Series for the time being outstanding;
provided, however the quorum at any meeting of Noteholders of a Series convened to vote on an
Extraordinary Resolution relating to a Reserved Matter will be two or more persons holding or representing
not less than 75 per cent., or at any adjourned meeting, not less than 50 per cent., in principal amount of the
Notes of the relevant Series for the time being outstanding.
An Extraordinary Resolution duly passed or adopted shall be binding on all the Noteholders and
Couponholders, whether present or not.
(b) Extraordinary Resolution
In these Conditions “Extraordinary Resolution” means:
(i) in relation to any Reserved Matter:
(a) a resolution passed at a meeting of Noteholders of the relevant Series duly convened and held in
accordance with the Fiscal Agency Agreement by a majority consisting of not less than 75 per
cent, in principal amount of the outstanding Notes of the relevant Series which are represented at
that meeting; or
(b) a resolution in writing signed by or on behalf of holders of not less than 75 per cent, of the
principal amount of the outstanding Notes of the relevant Series; and
(ii) in relation to any other matter:
(a) a resolution passed at a meeting of Noteholders duly convened and held in accordance with the
Fiscal Agency Agreement by a majority consisting of not less than 75 per cent, of the aggregate
principal amount of the outstanding Notes of the relevant Series which are represented at that
meeting; or
(b) a resolution in writing signed by or on behalf of holders of not less than 75 per cent, of the
principal amount of the outstanding Notes of the relevant Series.
A resolution in writing may be contained in one document or several documents in the same form, each
signed by or on behalf of one or more Noteholders.
(c) Reserved Matter
In these Conditions “Reserved Matter” means any proposal to:
(i) change any date, or the method of determining the date, for payment of principal or interest or any other
amount in respect of the Notes of any Series or redemption of the Notes of any Series or to alter the
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method of calculating the amount of any payment in respect of the Notes of any Series on redemption or
maturity or the date for any such payment;
(ii) effect the exchange or substitution of the Notes of any Series for, or the conversion of the Notes of any
Series into, shares, bonds or other obligations or securities of the Republic or any other person or body
corporate formed or to be formed or to approve the substitution of any person for the Republic (or any
previous substitute) as principal obligor under the Notes of any Series and the Deed of Covenant;
(¡ii) reduce or cancel the principal amount of or the amount of interest or any other amount payable in
respect of the Notes of any Series;
(iv) reduce the rate or rates of interest in respect of the Notes of any Series or to vary the method or basis of
calculating the rate or rates or amount of interest;
(v) if there is specified on the Notes of any Series a Minimum Interest Rate and/or a Maximum Interest Rate,
to reduce such Minimum Interest Rate and/or such Maximum Interest Rate;
(vi) change the method of calculating the Amortised Face Amount (if any) of the Notes of any Series;
(vii) reduce or cancel the Principal Amount, Redemption Amount, Call Redemption Amount, Put Redemption
Amount or Early Redemption Amount (if any) of the Notes of any Series;
(viii) vary the currency or place of payment in which any payment in respect of the Notes of any Series is to
be made;
(ix) amend or waive the status of the Notes of any Series under Condition 3 or amend or waive the
provisions of Condition 4;
(x) amend or waive the obligation of the Republic to pay additional amounts under Condition 8;
(xi) amend or waive the Events of Default set out in Condition 9(a) or waive any breach or authorise any
proposed breach by the Republic of its obligations under or in respect of the Notes or any act or omission
which might otherwise constitute an event of default under the Notes;
(xii) amend the law governing the Notes of any Series, the courts to the jurisdiction of which the Republic has
submitted in the Notes of any Series, the Republic’s obligation to maintain an agent for service of
process in England or the Republic’s waiver of immunity, in respect of actions or proceedings brought by
any Noteholder set out in Condition 19;
(xiii) modify the provisions contained in the Fiscal Agency Agreement concerning the quorum required at any
meeting of the Noteholders or any adjournment thereof or concerning the majority required to pass an
Extraordinary Resolution or the percentage of votes required for the taking of any action;
(xiv) change the definition of “Extraordinary Resolution” or “outstanding” in the Conditions and/or Fiscal
Agency Agreement;
(xv) instruct any Noteholder or committee appointed on behalf of all Noteholders pursuant to Condition 11(e)
to withdraw, settle or compromise any proceeding or claim being asserted pursuant to the Conditions;
(xvi) confer upon any committee appointed pursuant to Condition 11(e) any powers or discretions which the
Noteholders could themselves exercise by Extraordinary Resolution; or
(xvii) amend this definition.
(d) Manifest Error, etc.
The Notes and these Conditions may, subject to the prior written approval of the Republic, be amended
without the consent of the Noteholders or the Couponholders to correct a manifest error. In addition, the
parties to the Fiscal Agency Agreement may agree to modify any provision thereof, but the Republic shall not
A13519388 30
agree, without the consent of the Noteholders, to any such modification unless it is of a formal, minor or
technical nature, it is made to correct a manifest error or it is, in the opinion of such parties, not materially
prejudicial to the interests of the Noteholders.
(e) Noteholders’ Representative Committee
(i) Appointment: The Noteholders of any Series may, by an Extraordinary Resolution, appoint any persons
as a committee to represent the interests of the Noteholders if any of the following events shall have
occurred:
(a) an Event of Default;
(b) any event or circumstance which would, with the giving of notice, lapse of time, the issuing of a
certificate and/or fulfilment of any other requirement provided for in Condition 9(a) constitute an
Event of Default; or
(c) any public announcement by the Republic, to the effect that the Republic is seeking or intends to
seek a restructuring of the Notes of that Series (whether by amendment, exchange offer or
otherwise).
(ii) Powers: Such committee in its discretion may, among other things, (i) engage legal advisers and
financial advisers to assist it in representing the interests of the Noteholders of the relevant Series, (ii)
adopt such rules as it considers appropriate regarding its proceedings and (¡ii) enter into discussions with
the Republic and/or other creditors of the Republic. The Republic shall pay any reasonably incurred fees
and expenses of any such committee (including, without limitation, the fees and expenses of the
committee’s legal advisers and financial advisers, if any) within 30 days of the delivery to the Republic of
a reasonably detailed invoice and supporting documentation.
(f) Outstanding Notes
For the purposes of (i) ascertaining the right to attend and vote at any meeting of Noteholders and (ii)
Condition 9, Condition 11 and Schedule 6 to the Fiscal Agency Agreement, those Notes (if any) which are for
the time being held by any person (including but not limited to the Republic) for the benefit of the Republic or
by any public body owned or controlled, directly or indirectly, by the Republic shall (unless and until ceasing to
be so held) be deemed not to remain outstanding.
(g) Modifications of Fiscal Agency Agreement
The Republic shall only permit any modification of, or any waiver or authorisation of any breach or proposed
breach of or any failure to comply with, the Fiscal Agency Agreement, the Deed of Covenant or the Ministry of
Finance Undertaking (as defined in Condition