| ISIN: |
SI0002102984 |
| Oznaka VP: |
RS66 |
| Vrsta VP: |
Obveznice |
| Prva izdaja: |
9.9.2009 |
| Matična ali KID št. izdajatelja: |
5854814 |
| LEI: |
485100000LWQHIX4XX88 |
| Izdajatelj: |
REPUBLIKA SLOVENIJA |
| Naslov: |
GREGORČIČEVA ULICA 020, 1000 LJUBLJANA, SLOVENIA |
| Ime VP: |
SLOREP 4.625 09/09/24 |
| Nominalni znesek: |
1.000,0000 EUR |
| Skupni nominalni znesek izdaje: |
1.405.876.000,0000 EUR |
| Število vseh izdanih VP: |
1.405.876 |
| Tip VP: |
Dolžniški vrednostni papirji |
| Imenski / Prinosniški: |
Imenski |
| Tip glasovalne pravice: |
|
| CFI koda: |
DBFTFR |
| FISN: |
RS/4.6250 BD 20240909 GOVT GTD |
| Zapadlost zadnje obv.: |
9.9.2024 |
| Št. imetnikov: |
54 |
| Delež tujih imetnikov: |
41,35 % |
| Zajem podatka: |
7.12.2023 |
| Št. obvestil izbranega VP: |
OBVESTIL: 12
|
| Druge bistvene sestavine: | TERMS AND CONDITIONS OF THE NOTES
The following is the text of the Terms and Conditions of the Notes which (subject to completion and amendment) will be applicable to each Note (the Slovenian language version will be included in the Registration Order and shall prevail over the English language version):
1. FORM, DENOMINATION AND TITLE; CURRENCY OF PAYMENT
The €1,500,000,000 4.625 per cent. Notes due 9 September 2024 (the "Notes", which expression includes any further notes issued pursuant to Condition 12 and forming a single series therewith) of the Republic of Slovenia (the "Republic") are in uncertified and dematerialized registered form in the denomination of €1,000.
The Notes are issued in accordance with the provisions of the Slovenian Dematerialized Securities Act (Zakon o nematerializiranih vrednostnih papirjih, Uradni list RS No 2/2007 – uradno prečiščeno besedilo, 67/2007 and 58/2009, hereinafter: the "ZNVP") as entries in the central register (the "Central Register") maintained by KDD d.d., Tivolska cesta 48, SI-1000 Ljubljana, Slovenia ("KDD"). No global or definitive Notes or interest coupons will be issued in respect of the Notes in any circumstances.
The Notes are transferable in accordance with the provisions of the ZNVP, other applicable Slovenian legislation and the rules and regulations applicable to, and/or issued by, KDD. Title to the Notes will pass by registration in the Central Register.
Each person that is for the time being recorded in the Central Register as the holder of a particular number of the Notes (in which regard any certificate or other document issued by KDD as to the number of Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Republic as the legal holder of such number of Notes for all purposes (and the expressions "Noteholder" and the "holder of Notes" and related expressions shall be construed accordingly).
The legal holder of any Note shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein) and no person shall be liable for so treating such holder.
No person other than the Republic and the respective Noteholder shall have any right to enforce any term or condition of any Note. Notwithstanding the aforesaid, the right to receive payments in respect of a Note may be enforced by the Beneficiary (as defined in Condition 5.1 (i) of such payments or by an Accountholder (as defined in Condition 5.3).
"€" or "euro" means the single currency introduced at the start of the third stage of European Economic and Monetary Union, pursuant to the Treaty establishing the European Communities, as amended by the Treaty on European Union (the "Treaty").
2. STATUS
The Notes constitute direct, unconditional, unsecured and unsubordinated obligations of the Republic and will at all times rank pari passu and without any preference among themselves. The full faith and credit of the Republic is pledged for the due and punctual payment of the principal of, and interest on, the Notes and the performance of the Republic's obligations under the Notes.
The payment obligations of the Republic under the Notes will at all times rank at least equally with all the other present and future unsecured and unsubordinated indebtedness of the Republic.
3. INTEREST
The Notes bear interest from 9 September 2009 (the "Issue Date") at the rate of 4.625 per cent. per annum, payable in arrear on 9 September in each year commencing 9 September 2010 (each, an "Interest Payment Date"), subject as provided in Condition 5.
Each Note will cease to bear interest from the due date for final redemption. If payment of principal is improperly withheld or refused, the Beneficiary of such payment will be entitled to receive interest at the rate specified above (after as well as before judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Beneficiary (as defined in Condition 5.1) or (b) the day which is five business days after the Republic has notified the Beneficiaries that all sums due in respect of such principal and interest will be paid subject only to the receipt by the Republic of a notice specifying the details of the euro account of the relevant Beneficiary in accordance with Condition 5.2 (except to the extent that there is any subsequent default in payment).
The amount of interest due in respect of any Notes will be calculated by reference to the aggregate principal amount of Notes held by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01.
Where interest is to be calculated in respect of a period which is shorter than an Interest Period, it will be calculated on the basis of the number of days in the relevant period, from and including the first day of such period to but excluding the last day of such period, divided by the number of days in the Interest Period in which such period falls.
As used herein:
(i) "business day" means any day which is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) payment system which utilises a single shared platform and which was launched on 19 November 2007 is operating; and
(ii) "Interest Period" means the period from and including the Issue Date to but excluding the first Interest Payment Date and each period from and including an Interest Payment Date to but excluding the next Interest Payment Date.
4. REDEMPTION AND PURCHASE
4.1 Scheduled redemption
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 9 September 2024, subject as provided in Condition 5.
4.2 Purchase and cancellation
The Republic and its Agencies (as defined below) may at any time purchase Notes in the open market or otherwise and at any price. Any Notes so purchased may be cancelled or held and resold (provided that such resale is outside the United States, as defined in Regulation S under the United States Securities Act of 1933, as amended). Any Notes so purchased, while held by or on behalf of the Republic or any Agency, shall not entitle the holder to vote at any meeting of Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of Noteholders. Any Notes so cancelled will not be reissued.
In this Condition 4.2, "Agency" means any political sub-division, regional government, ministry, department, authority or statutory corporation of the Republic or the government thereof (whether or not such statutory corporation is autonomous) and "Agencies" shall be construed accordingly.
5. PAYMENTS
5.1 Principal and interest
Payments of principal and interest will be made in euro by transfer to the euro accounts of the Beneficiaries (as defined below) of such payments. Each payment so made will discharge the Republic's obligation in respect thereof.
In this Condition 5:
(i) "Beneficiary" means, in relation to any amount payable in respect of a Note, the person registered as the holder of such Note in the Central Register, at the Relevant Time (as defined below);
(ii) "Relevant Time" means, in relation to any amount payable in respect of a Note, the end of the third KDD Business Day (as defined below) prior to the due date for such amount;
(iii) "KDD Business Day" means any day which is a day on which KDD is open for business;
and
(iv) "euro account" means, in relation to a person, an account nominated by or on behalf of such person pursuant to Condition 5.2 and into which euro payments in respect of the Notes may be credited or transferred.
5.2 Notification of euro account
Each Noteholder or Beneficiary shall nominate its euro account by notifying details in respect thereof to the Republic either (a) in the manner notified to the Noteholder or Beneficiary by Uprava Republike Slovenije za javna plačila ("UJP") following a request from such Noteholder or Beneficiary to UJP in accordance with Condition 13 or (b) in such other manner as may from time to time be specified in a notice given by or on behalf of the Republic in accordance with Condition 13.
If a Beneficiary of any amount payable in respect of a Note fails to nominate its euro account in accordance with the foregoing before the third KDD Business Day prior to the due date for payment of such amount, such Beneficiary shall not be entitled to payment of the amount due until the fifth business day after details of its euro account have been properly nominated in accordance with the foregoing, and the relevant Beneficiary shall not be entitled to any further interest or other payment in respect of any such delay.
5.3 Assignment of Clearing Systems' rights
In the case of an Event of Default described in Condition 7.1, any right to receive payment in respect of a Note held at the Relevant Time by Clearstream Banking, société anonyme, Luxembourg or Euroclear Bank SA/NV (each a "Clearing System", and together the "Clearing Systems") or by any other person on behalf of a Clearing System (each such person a "Fiduciary") shall be deemed assigned on the due date for such payment to the person recorded in the records of the relevant Clearing System as the holder of such Note at the Relevant Time (the "Accountholder") (in which regard a statement of accounts issued by the relevant Clearing System and, where applicable, its Fiduciary as to the nominal amount of Notes standing to the account of any person shall, in the absence of manifest error, be conclusive and binding evidence of a right to receive such payment) and such Accountholder shall be entitled to enforce the obligation of the Republic to make such payment (including any further interest due in accordance with Condition 3) to the euro account of the Beneficiary of such payment (being the relevant Clearing System or, where applicable, its Fiduciary).
5.4 Payments subject to fiscal laws
All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations, but without prejudice to the provisions of Condition 6. No commissions or expenses shall be charged to the Noteholders or Beneficiaries in respect of such payments.
5.5 Payments on business days
If the due date for payment of any amount in respect of any Note is not a business day, the Beneficiary shall not be entitled to payment of the amount due until the next succeeding business day and shall not be entitled to any further interest or other payment in respect of any such delay.
5.6 Paying agent
The Republic reserves the right at any time to appoint or terminate the appointment of a paying agent who acts solely as an agent of the Republic and does not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders or Beneficiaries.
6. TAXATION
All payments of principal and interest in respect of the Notes by the Republic shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic or any political subdivision or any authority thereof or therein having power to tax (a "Tax"), unless such withholding or deduction is required by law.
In that event, the Republic shall pay such additional amounts as will result in the receipt by the Beneficiaries of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable:
(i) in respect of any amount payable in respect of a Note received by or on behalf of a person who is subject to such Tax in respect of such payment by reason of his being connected with the Republic (or any political subdivision thereof) otherwise than merely by holding such Note or receiving principal or interest in respect thereof; or
(ii) in respect of any amount payable in respect of a Note received by or on behalf of a person who would not be liable for or subject to such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the Republic or relevant tax authority if, after having been requested to make such a declaration or claim, such person fails to do so; or
(iii) in respect of any amount payable in respect of a Note received more than 30 days after the Relevant Date (as defined below) except to the extent that the recipient thereof would have been entitled to such additional payment on the last day of such 30 day period; or
(iv) where such withholding or deduction is imposed on a payment to or for an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26 - 27 November 2000 on the taxation of savings income (the "Directive"), or any law implementing or complying with, or introduced in order to conform to, the Directive; or
(v) if and to the extent that such withholding or deduction would have been required to be made pursuant to the laws applicable on the Issue Date.
In these Conditions, "Relevant Date" means whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the payment in question is improperly withheld or refused, the day on which the Republic has notified the relevant Beneficiary that the amount in question will be paid subject only to the receipt by the Republic of a notice specifying the details of its euro account in accordance with Condition 5.2 (except to the extent that there is any subsequent default in payment).
Any reference in these Conditions to principal or interest in respect of the Notes shall be deemed to include any additional amounts in respect of principal or interest (as the case may be) which may be payable under this Condition 6.
7. EVENTS OF DEFAULT
If any of the following events (each an "Event of Default") occurs and is continuing:
7.1 Non-payment
The Republic fails to pay any amount of principal or interest in respect of the Notes within 30 days of the due date for payment thereof; or
7.2 Breach of other obligations
The Republic does not perform or comply with any one or more of its other obligations under the Notes, which default is incapable of remedy or, if capable of remedy, is not remedied within 45 days after notice of such default has been given to the Republic by Noteholders holding not less than 25 per cent. in aggregate of the principal amount of the outstanding Notes,
then Noteholders holding not less than 25 per cent. in aggregate of the principal amount of the outstanding Notes may declare the Notes due and payable, in each case at their principal amount together with accrued interest, without further formality. Upon such declaration the Republic shall give notice to the Noteholders in accordance with Condition 13.
If the Republic receives notice in writing from Noteholders of at least 50 per cent. in aggregate principal amount of the outstanding Notes to the effect that the Event of Default or Events of Default giving rise to any above mentioned declaration of acceleration is or are cured following any such declaration and that such holders wish the relevant declaration to be withdrawn, the Republic shall give notice thereof to the Noteholders in accordance with Condition 13, whereupon the relevant declaration shall be withdrawn and shall have no further effect but without prejudice to any rights or obligations which may have arisen before such notice is given (whether pursuant to these Conditions or otherwise). No such withdrawal shall affect any other declaration or any subsequent Event of Default or any right of any Noteholder in relation thereto.
8. PRESCRIPTION
Claims for principal shall become void unless claimed for payment within five years of the appropriate Relevant Date (as defined in Condition 6). Claims for interest shall become void unless claimed for payment within three years of the appropriate Relevant Date.
9. MEETINGS OF NOTEHOLDERS; MODIFICATION AND WAIVER
9.1 Definitions
In these Conditions, the following expressions have the following meanings: "Chairman" means, in relation to any Meeting, the individual who takes the chair in accordance with Condition 9.4;
"Extraordinary Resolution" means a resolution passed at a Meeting duly convened and held in accordance with this Condition 9 by a majority of at least:
(i) in the case of a Reserved Matter, 75 per cent. of the aggregate principal amount of the outstanding Notes; or
(ii) in the case of a matter other than a Reserved Matter, 662/3 per cent. of the aggregate principal amount of the outstanding Notes which are represented at that meeting;
"Meeting" means a meeting of Noteholders (whether originally convened or resumed following an adjournment);
a Note shall be considered to be "outstanding" unless one or more of the following events has occurred:
(i) it has been redeemed in full or purchased under Condition 4, and if purchased under Condition 4, has been cancelled in accordance with Condition 4.2; or
(ii) for the purposes of Condition 9, it is being held by or on behalf of the Republic or any Agency (as defined in Condition 4.2);
"Proxy" means, in relation to any Meeting, a person appointed to vote on behalf of one or more Noteholders, other than:
(i) any such person whose appointment has been revoked and in relation to whom the Republic has been notified in writing of such revocation by the time which is at least 24 hours before the time fixed for such Meeting; and
(ii) any such person appointed to vote at a Meeting which has been adjourned for want of a quorum and who has not been re-appointed to vote at the Meeting when it is resumed;
"Reserved Matter" means, subject as provided in the paragraph below (Matters requiring unanimity), any proposal of the Republic:
(i) to change the date, or the method of determining the date, for payment of principal, interest or any other amount in respect of the Notes, to reduce or cancel the amount of principal, interest or any other amount payable on any date in respect of the Notes or to change the method of calculating the amount of principal, interest or any other amount payable in respect of the Notes on any date;
(ii) to change the currency in which any amount due in respect of the Notes is payable or the manner in which any payment is to be made;
(iii) to change the quorum required at any Meeting or the majority required to pass an Extraordinary Resolution, Written Resolution or any other resolution of Noteholders or the number or percentage of votes required to be cast, or the number or percentage of Notes required to be held, in connection with the taking of any decision or action by or on behalf of the Noteholders or any of them;
(iv) to change this definition, the definition of "Extraordinary Resolution", the definition of "outstanding" or the definition of "Written Resolution";
(v) to change or waive the provisions of the Notes set out in Condition 2 (Status); or
(vi) to change any provision of the Notes describing circumstances in which Notes may be declared due and payable prior to their scheduled maturity date, set out in Condition 7.17 (Events of Default).
"Matters requiring unanimity":
Any proposal:
(i) to change the law governing the Notes, the courts to the jurisdiction of which the Republic has submitted in the Notes or the Republic's waiver of immunity, in respect of actions or proceedings brought by any Noteholder, in each case set out in Condition 14 (Governing Law and Jurisdiction);
(ii) to modify any provision of these Conditions in connection with any exchange or substitution of the Notes for, or the conversion of the Notes into, any other obligations or securities of the Republic (except in such case where an exchange of Notes is to occur solely as a result of the operation of Condition 11) or any other person, which would result in the Conditions as so modified being less favourable to the holders of Notes which are subject to the Conditions as so modified than:
(A) the provisions of the other obligations or securities of the Republic or any other person resulting from the relevant exchange or substitution or conversion; or
(B) if more than one series of other obligations or securities results from the relevant exchange or substitution or conversion, the provisions of the resulting series having the largest aggregate principal amount; or
(iii) to modify the provisions of this paragraph above (Matters requiring unanimity),
may only be given effect with the consent of the holders of all of the outstanding Notes.
"Modifications" Subject as provided in the paragraph above (Matters requiring unanimity), any modification of any provision of these Conditions may be made if approved by an Extraordinary Resolution or a Written Resolution;
"Voter" means, in relation to any Meeting, any person registered in the Central Register as the holder of any Note 48 hours before the time fixed for such Meeting or a Proxy appointed by such Noteholder;
"Written Resolution" means a resolution in writing signed by or on behalf of the holders of at least 75 per cent. of the aggregate principal amount of the outstanding Notes, in the case of a Reserved Matter, or 662/3 per cent. of the aggregate principal amount of the outstanding Notes, in the case of a matter other than a Reserved Matter. Any Written Resolution may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders;
"24 hours" means a period of 24 hours including all or part of a day upon which banks are open for business in the place where the relevant Meeting is to be held (disregarding for this purpose the day upon which such Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid; and
"48 hours" means 2 consecutive periods of 24 hours.
9.2 Convening of Meeting
The Republic may convene a Meeting at any time and shall be obliged to do so upon the request in writing of Noteholders holding not less than one tenth of the aggregate principal amount of the outstanding Notes.
9.3 Notice
At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be held) specifying the date, time and place of the Meeting shall be given to the Noteholders. The notice shall set out (i) the full text of any resolutions to be proposed, (ii) details of the manner in which Proxies may be appointed and the deadline for any such appointment, which shall be 24 hours before the time fixed for such Meeting and (iii) the name of the Chairman appointed by the Republic.
9.4 Chairman
An individual (who may, but need not, be a Noteholder) appointed by the Republic may take the chair at the respective Meeting. If the individual appointed is not present within 15 minutes after the time fixed for the Meeting, those present shall elect one of themselves to take the chair failing which, the Republic may appoint a Chairman.
9.5 Quorum
The quorum at any Meeting convened to vote on an Extraordinary Resolution will be:
(i) one or more persons present and holding or representing more than 50 per cent. of the aggregate principal amount of the outstanding Notes; or
(ii) where a Meeting is adjourned and rescheduled owing to a lack of quorum, at any rescheduled Meeting, one or more persons present and holding or representing at least 25 per cent. of the aggregate principal amount of the outstanding Notes,
provided, however, that any proposals relating to a Reserved Matter may only be approved by an Extraordinary Resolution passed at a Meeting at which one or more persons present and holding or representing at least 75 per cent. of the aggregate principal amount of the outstanding Notes form a quorum.
9.6 Adjournment for want of quorum
If within 15 minutes after the time fixed for any Meeting a quorum is not present, then:
(i) in the case of a Meeting requested by Noteholders, it shall be dissolved; and
(ii) in the case of any other Meeting, it shall be adjourned for such period (which shall be not less than 14 days and not more than 42 days) and to such place as the Chairman determines;
provided, however, that the Meeting shall be dissolved if the Republic so decides and no Meeting may be adjourned more than once for want of a quorum.
9.7 Adjourned Meeting
The Chairman may, with the consent of (and shall if directed by) any Meeting, adjourn such Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place.
9.8 Notice following adjournment
Condition 9.3 shall apply to any Meeting which is to be resumed after adjournment for want of a quorum save that:
(i) 10 days' notice (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) shall be sufficient; and
(ii) the notice shall specifically set out the quorum requirements which will apply when the Meeting resumes.
It shall not be necessary to give notice of the resumption of a Meeting which has been adjourned for any other reason.
9.9 Participation
The following may attend and speak at a Meeting:
(i) Voters;
(ii) representatives of the Republic;
(iii) the financial advisers of the Republic;
(iv) the legal counsel to the Republic;
(v) the financial advisers of the Noteholders present or represented at the Meeting;
(vi) the legal counsel to the Noteholders present or represented at the Meeting; and
(vii) any other person approved by the Meeting.
9.10 Show of hands
Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's declaration that on a show of hands a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive, without proof of the number of votes cast for, or against, the resolution.
9.11 Poll
A demand for a poll shall be valid if it is made by the Chairman, the Republic or one or more Voters representing or holding not less than one fiftieth of the aggregate principal amount of the outstanding Notes. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the relevant Meeting for any other business as the Chairman directs.
9.12 Votes
Every Voter shall have: (i) on a show of hands, one vote; and (ii) on a poll, one vote in respect of each Note represented or held by him. In the case of a voting tie the Chairman shall have a casting vote.
A Voter shall not be obliged to exercise all votes to which he is entitled or (in case of a poll) to cast all the votes which he/she exercises in the same way.
9.13 Validity of Votes by Proxies
If the Republic requires, a notarised copy of each document appointing a Proxy and satisfactory proof of the identity of each Proxy named therein shall be produced at the Meeting, but the Republic shall not be obliged to investigate the validity of any such appointment or the authority of any Proxy.
Any vote by a Proxy shall be valid even if the appointment of such Proxy or any instruction pursuant to which it was given has been amended or revoked, provided that the Republic has not been notified in writing of such amendment or revocation by the time which is at least 24 hours before the time fixed for the relevant Meeting. Unless revoked, any appointment of a Proxy in relation to a Meeting shall remain in force in relation to any resumption of such Meeting following an adjournment; provided, however, that no such appointment of a Proxy in relation to a Meeting originally convened which has been adjourned for want of a quorum shall remain in force in relation to such Meeting when it is resumed. Any person appointed to vote at such a Meeting must be re-appointed as a Proxy to vote at the Meeting when it is resumed.
9.14 Powers
A Meeting shall have the power (exercisable by Extraordinary Resolution), without prejudice to any other powers conferred on it or any other person:
(i) to approve any Reserved Matter;
(ii) to approve any proposal by the Republic for any modification, abrogation, variation or compromise of any of the Conditions or any arrangement in respect of the obligations of the Republic under or in respect of the Notes;
(iii) to approve the substitution of any person for the Republic (or any previous substitute) as principal obligor under the Notes;
(iv) to 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;
(v) to authorise any person to execute all documents and do all things necessary to give effect to any Extraordinary Resolution;
(vi) to give any other authorisation or approval which is required to be given by Extraordinary Resolution; and
(vii) to appoint any persons as a committee to represent the interests of the Noteholders and to confer upon such committee any powers which the Noteholders could themselves exercise by Extraordinary Resolution.
9.15 Extraordinary Resolution binds all holders
Any Extraordinary Resolution duly passed at a Meeting duly convened and held in accordance with this Condition 9 shall be binding upon all Noteholders whether or not present at such Meeting, and whether or not they voted in favour, and each of the Noteholders shall be bound to give effect to it accordingly. Notice of the result of every vote on an Extraordinary Resolution shall be given by the Republic to the Noteholders within 14 days of the conclusion of the Meeting in accordance with Condition 13.
9.16 Minutes
Minutes shall be made of all resolutions and proceedings at each Meeting. The Chairman shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of the proceedings of which minutes have been summarised and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.
9.17 Written Resolution
A Written Resolution shall take effect as if it were an Extraordinary Resolution and shall be binding on all Noteholders whether or not signed by them.
10. MANIFEST ERROR
The Notes and these Conditions may be amended without the consent of the Noteholders to correct a manifest error or for the purposes of any amendment which is of a formal, minor or technical nature as determined by a major international law firm and evidenced by a signed legal opinion from that law firm.
11. EXCHANGE OF THE NOTES
If (a) an Extraordinary Resolution is passed or a Written Resolution is signed, approving in each case an amendment, modification, variation or abrogation of any provision of the Notes or these Conditions or the substitution of any person for the Republic as principal obligor under the Notes; or (b) an amendment of the Notes or these Conditions is permitted pursuant to Condition 10, such amendment, modification, variation, abrogation or substitution shall, to the extent required under Slovenian law, be effected by way of deemed redemption of the Notes prior to their scheduled maturity date and by the Republic procuring that, on the Exchange Date (as defined below). Replacement Notes (as defined below) are credited to the account of each Noteholder with KDD in exchange for each Note which had been credited to the account of such Noteholder with KDD at close of business on the KDD Business Day prior to the Exchange Date.
It shall be deemed that each Noteholder has consented to the exchange of Notes in accordance with the foregoing and has authorised KDD to debit its securities account maintained with KDD accordingly.
In this Condition 11:
(i) "Exchange Date" means the date specified by the Republic in a notice given to the Noteholder in accordance with Condition 13 not less than seven days before such date; and
(ii) "Replacement Notes" means securities differing from the Notes solely in such respects as had been approved by the relevant Extraordinary Resolution or Written Resolution or as permitted pursuant to Condition 10.
12. FURTHER ISSUES
The Republic may from time to time, without the consent of the Noteholders, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes.
13. NOTICES
A notice to a Noteholder or a Beneficiary shall be valid if either (at the sole discretion of the Republic) (a) sent by mail to such Noteholder or Beneficiary at the address registered for a Noteholder or Beneficiary in the Central Register or at the address notified by such a person to the Republic in accordance with this Condition 13, and any such notice shall be deemed to have been given on the eighth day following the day the notice was sent by mail or (b) published in a leading Slovenian language daily newspaper having general circulation in Slovenia and in a leading English language daily newspaper having general circulation in Europe and, in any event, shall be published in such other manner as may be required by the rules of any regulated market on which the Notes are at such time listed and/or traded. Any such notice given by publication shall be deemed to have been given on the date of publication or, if so published more than once on different dates, on the date of the first publication.
Notices to the Republic shall be sent as follows:
(i) in the case of requests to UJP pursuant to Condition 5.2, by letter or fax to:
Uprava Republike Slovenije za javna plačila
Urad UJP
Sektor za izvajanje in evidentiranje javnofinančnih tokov ter podporo zakladniškemu
poslovanju
Dunajska cesta 48
1001 Ljubljana
Slovenia
Fax: + 386 1 475 1707
Attention: Head of Department
(ii) in the case of any other notices, by letter or fax to:
The Ministry of Finance, Central Government Debt Management Department
Župančičeva 3
1502 Ljubljana
Slovenia
Telephone: +3861 369 6440
Fax: + 3861 369 6599
Attention: Head of Department
or, in any case, to such other address or fax number or for the attention of such other person or department as the Republic has by prior notice to the Noteholders and Beneficiaries specified for a particular purpose.
Notices to the Republic shall be valid upon receipt by the Republic provided, however, that any such notice or communication which would otherwise take effect after 4.00 p.m. on any particular day or on any day which is not a business day in the place of the addressee shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.
All notices hereunder shall only be valid if made (a) in the case of Notices to the Noteholders or Beneficiaries, in English and Slovenian; and (b) in the case of Notices to the Republic, in English or Slovenian or in any other language provided that such notices are accompanied by a certified English or Slovenian translation thereof. Any certified English or Slovenian translation delivered hereunder shall be certified a true and accurate translation by a professionally qualified translator or by some other person competent to do so.
14. GOVERNING LAW AND JURISDICTION
14.1 Governing law
The Notes and any non-contractual obligations arising out of or in connection with these are governed by and shall be construed in accordance with Slovenian law.
14.2 Jurisdiction
The Republic agrees for the benefit of the Noteholders and Beneficiaries that the courts of the Republic of Slovenia shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the Notes (collectively, "Proceedings") and, for such purposes, irrevocably submits to the jurisdiction of such courts.
14.3 Non-exclusivity
The submission to the jurisdiction of the courts of the Republic of Slovenia shall not (and shall not be construed so as to) limit the right of any Noteholder or Beneficiary to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.
14.4 Consent to enforcement, etc.
The Republic consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (without limitation) the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.
14.5 Waiver of immunity
To the extent that the Republic may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise and whether on the grounds of sovereignty or otherwise) or other legal process and to the extent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to the Republic or its assets or revenues, the Republic agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction. |
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