S-B

As filed with the Securities and Exchange Commission on April 29, 2020 Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT
Under Schedule B
of the Securities Act of 1933

The State Treasury of the
Republic of Poland
(Name of Registrant)

Consul General of the Republic of Poland
233 Madison Avenue
New York, NY 10016
(Name and address of authorized agent in the United States)

It is requested that copies of notices and communications
from the Securities and Exchange Commission be sent to:

Doron Loewinger, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

The securities covered by this Registration Statement are to be offered on a delayed or continuous basis pursuant to Releases Nos. 33-6240 and 33-6424 under the Securities Act of 1933.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per unit (1)		Proposed maximum aggregate offering price (1)		Amount of registration fee(2)
Debt Securities	U.S.$	4,000,000,000.00	100	%	U.S.$	4,000,000,000.00	U.S.$	519,200

(1)Estimated solely for purposes of determining the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

(2)Pursuant to Rule 457(p) under the Securities Act of 1933, a filing fee of U.S.$498,000 has already been paid with respect to unsold securities that were previously registered pursuant to the Registration Statements under Schedule B of the Securities Act of 1933 filed by the Registrant on March 16, 2018 (No. 333-223719) and is being carried forward. The filing fee of U.S.$519,200 due for this Registration Statement is partially offset against the registration fee previously paid. An additional registration fee of U.S.$21,200 has been paid with respect to this Registration Statement.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CROSS REFERENCE SHEET

The following are cross references between Schedule B of the Securities Act of 1933 and the Prospectus and the Registration Statement:

Schedule B Item	Heading in Prospectus or location in Registration Statement
1	Cover Page
2	Use of Proceeds
3	Public Debt; Tables and Supplementary Information
4	Public Debt
5	Public Finance
6	*
7	Authorized Agent in the United States
8	*
9	*
10	Plan of Distribution*
11	**
12	Validity of the Securities
13	*
14	**

*Information to be provided from time to time in the prospectus supplements and/or pricing supplements to be delivered in connection with any offering of debt securities.

**Information included in Part II of this Registration Statement or as an exhibit hereto or to be provided from time to time by one or more amendments to this Registration Statement.

THE STATE TREASURY
of
THE REPUBLIC OF POLAND
Represented by
The Minister of Finance

Debt Securities

The State Treasury of the Republic of Poland may offer up to U.S.$4,000,000,000.00 of its debt securities for sale from time to time based on information contained in this prospectus and various prospectus supplements. The securities will be unconditional, unsecured and general obligations of the Republic of Poland. The securities will rank equally in right of payment with all other unsecured and unsubordinated obligations of the Republic of Poland and will be backed by the full faith and credit of the Republic of Poland.

The State Treasury of the Republic of Poland will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to make offers or sales of securities unless accompanied by a supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

April 29, 2020

(i)

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that the State Treasury of the Republic of Poland (known as the “State Treasury”) filed with the Securities and Exchange Commission (the “SEC”), under a “shelf” registration process. Under this shelf registration process, the State Treasury may sell, from time to time, any of the debt securities described in this prospectus in one or more offerings up to a total U.S. dollar equivalent amount of U.S.$4,000,000,000.00. This prospectus provides you with basic information about the Republic of Poland (“Poland”), and a general description of the debt securities the State Treasury may offer. Each time the State Treasury sells debt securities under this shelf registration process, it will provide a prospectus supplement that will contain updated information about Poland, if necessary, and specific information about the terms of that offering. Before you invest, you should read both this prospectus and any prospectus supplement. References herein to the prospectus are also to the relevant prospectus supplement.

Any information in this prospectus may be updated or changed in a prospectus supplement, in which case the more recent information will apply.

All references to “U.S. dollars” or “U.S.$” in this prospectus are to United States dollars, all references to “złoty” or “PLN” are to Polish złoty, all references to “EUR” are to the euro, the currency of the adopting member states of the European Union (the “EU”) and all references to “CHF” are to Swiss francs. All currency conversions in this prospectus are at the National Bank of Poland’s official middle rate of exchange on a particular date or calculated at the average of the middle rates of exchange for a particular period. For your convenience, the State Treasury has converted certain amounts from złoty into U.S. dollars at the average exchange rate for each relevant period or the exchange rate in effect on a given date. The following table sets forth the złoty to U.S. dollar, the złoty to euro and the U.S. dollar to euro exchange rates for the last day of the periods indicated and the average exchange rates during the periods indicated.

	2015	2016	2017	2018	2019
	(PLN per U.S.$)(1)
Year end	3.9011	4.1793	3.4813	3.7597	3.7977
Average for year	3.7701	3.9431	3.5482	3.6134	3.8395
	(PLN per EUR)(1)
Year end	4.2615	4.4240	4.1709	4.3000	4.2585
Average for year	4.1839	4.3625	4.2016	4.2623	4.2980
	(U.S.$per EUR)(2)
Year end	1.0859	1.0552	1.1981	1.1456	1.1227
Average for year	1.1096	1.1072	1.1841	1.1817	1.1194

(1)Source: National Bank of Poland

(2)Source: Federal Reserve Bank of New York

For information on the convertibility of the złoty, see “Balance of Payments and Foreign Trade—Exchange Rate Policy”.

Poland’s Government budgets on a calendar year basis and, accordingly, quarterly data represent the relevant quarters of a calendar year.

Official economic data in this prospectus may not be directly comparable with data produced by other sources. Although a range of government ministries and other public bodies, including the State Treasury, the National Bank of Poland (“NBP”) and the Central Statistical Office, produce statistics on Poland and its economy, there can be no assurance that these statistics are comparable with those compiled by other bodies, or in other countries, which may use different methodologies. You should be aware that figures relating to Poland’s Gross Domestic Product (“GDP”) and many other figures relating to Poland’s national accounts and economy cited in this prospectus have been prepared in accordance with European Union standards as implemented in Poland (the European System of National and Regional Accounts 2010 (“ESA 2010”), unless otherwise stated — see “Public Finances”) and may differ from figures prepared by other bodies, which may use a different methodology. The existence of an unofficial or unobserved economy may affect the accuracy and reliability of statistical information. You should also be aware that none of the statistical information in this prospectus has been independently verified.

Totals in certain tables in this prospectus may differ from the sum of the individual items in such tables due to rounding. In addition, certain figures contained in this prospectus are estimates prepared in accordance with

(ii)

procedures customarily used in Poland for the reporting of data. Certain other figures are preliminary in nature. In each case, the actual figures may vary from the estimated or preliminary figures set forth in this prospectus.

Unless otherwise stated, all references to increases or decreases in GDP, are to increases or decreases in real GDP, that is, to increases or decreases in nominal GDP adjusted to reflect the rate of inflation over the relevant period. References to the inflation rate are, unless otherwise stated, to the annual percentage change calculated by comparing the consumer price index (“CPI”), of a specific month against the index for the same month in the immediately preceding year.

This prospectus includes forward-looking statements. All statements other than statements of historical fact included in this prospectus regarding, among other things, Poland’s economy, budget, fiscal condition and policies, politics, debt or prospects may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “project”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “could”, “should”, “would” or the like. Although the State Treasury believes that expectations reflected in its forward-looking statements are reasonable at this time, there can be no assurance that such expectations will prove to be correct. The State Treasury undertakes no obligation to update the forward-looking statements contained in this prospectus or any other forward-looking statement included herein.

Poland’s long-term foreign currency and local currency debt is rated by certain rating agencies. You should be aware that a credit 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. Any adverse change in Poland’s credit rating could adversely affect the trading price of securities issued by Poland under the shelf registration process to which this prospectus relates.

You should rely only on the information contained or incorporated by reference in this prospectus, any supplement to this prospectus or any free writing prospectus that we provide to you. We have not authorized anyone to provide you with information that is different from what is contained in this prospectus. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. This prospectus is not an offer to sell or a solicitation of an offer to buy any of our securities in any jurisdiction in which such offer or solicitation would be unlawful.

Poland’s internet address is http://www.poland.pl and the Ministry of Finance’s internet address is http://www.mf.gov.pl. The information contained on or accessible from our websites does not constitute a part of this prospectus and is not incorporated by reference herein.

(iii)

MIFID II PRODUCT GOVERNANCE/TARGET MARKET

The prospectus supplement in respect of any debt securities offered under this shelf registration process may include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the debt securities being offered and which channels for distribution of the debt securities are appropriate. Any person subsequently offering, selling or recommending the debt securities (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, “MiFID II”) is responsible for undertaking its own target market assessment in respect of the debt securities (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each offering about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any underwriter subscribing for any debt securities is a manufacturer in respect of such debt securities, but otherwise none of the underwriters, dealers or agents or any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.

(iv)

TABLE OF CONTENTS

	Page
USE OF PROCEEDS	1
THE REPUBLIC OF POLAND	2
THE ECONOMY	11
BALANCE OF PAYMENTS AND FOREIGN TRADE	17
MONETARY AND FINANCIAL SYSTEM	22
PUBLIC FINANCE	30
PUBLIC DEBT	38
TOTAL EXTERNAL DEBT	43
DESCRIPTION OF THE SECURITIES	44
ENFORCEABILITY OF JUDGMENTS	53
TAXATION	55
PLAN OF DISTRIBUTION	56
VALIDITY OF THE SECURITIES	57
AUTHORIZED AGENT IN THE UNITED STATES	58
OFFICIAL STATEMENTS AND DOCUMENTS	59
FURTHER INFORMATION	60

(v)

USE OF PROCEEDS

Unless otherwise indicated in the relevant prospectus supplement, the net proceeds from the sale of securities will be used to finance Poland’s State budget borrowing requirements or for general financing purposes. See “Public Finance”.

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THE REPUBLIC OF POLAND

Overview

Poland is one of the largest countries in Central Europe with a total territory (comprising land area, internal waters and territorial sea) of 322,719 square kilometers. Situated on the Baltic Sea, Poland has a coastline of 770 kilometers and is bordered by Germany, the Czech Republic, the Slovak Republic, Ukraine, Belarus, Lithuania and the Russian Federation. Poland’s terrain is comprised largely of lowlands traversed by its main river, the Vistula, with lakes, rivers and marshes across the northern and central regions, and several mountain ranges, including the Tatras, in the south. Poland has more than 94,341 square kilometers of forest (approximately 30.2 percent of Poland’s total land area) and 136,350 square kilometers of arable land (approximately 43.6 percent of Poland’s total land area).

With a population of approximately 38.4 million as of June 30, 2019, Poland is also one of the most populated countries in Central Europe. Population density is estimated at approximately 123 persons per square kilometer, with approximately 60.1 percent of the population living in urban areas. Warsaw, the capital of Poland and its largest city, has an estimated population of 1.778 million. Fifteen other urban centers each have populations in excess of 200,000.

Poland is an ethnically and religiously homogeneous country. Approximately 97.1 percent of the population is ethnically Polish and approximately 98.2 percent of the population speaks Polish at home. Germans constitute the largest minority group, numbering approximately 148,000 persons, concentrated principally in Silesia. Smaller ethnic and national groups have cultural ties to neighboring states such as Belarus, Ukraine and Lithuania. It is estimated that approximately 94.0 percent of the population is Roman Catholic.

A map of Poland is set forth below:

Recent Developments

COVID-19

On March 4, 2020, the first case of COVID-19 in Poland was confirmed and since then, the number of confirmed cases in Poland has increased. Since the beginning of the outbreak in Poland, the Polish authorities have been

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gradually adopting new measures to combat the spread of COVID-19, including restricting travel and movement of citizens, limiting the size of gatherings, restricting the export of certain drugs and medical products, restricting most foreigners from entering Poland and implementing a mandatory quarantine period for persons arriving in Poland from abroad and/or showing symptoms of COVID-19. In March 2020, the operation of kindergartens, schools, universities and other facilities (e.g., hotels, cinemas, clubs and gyms) was suspended or restricted (e.g., restaurants, cafes, bars, large shops and shopping malls) and a significant number of employers have allowed their office employees to work remotely. On March 20, 2020, the Government declared an “epidemiological emergency” (but not a state of emergency) and has since further tightened restrictions. International passenger air and rail connections have also been suspended. Starting from April 20, 2020, the Government started softening some of the imposed restrictions, including, among others, the movement of citizens. Further softening of the restrictions is expected to be introduced gradually in the course of the next few months; however, as of the date of this prospectus, no precise schedule in this regard has been presented by the Government.

On April 16, 2020, the Government announced a plan to ease restrictions imposed in response to the COVID-19 pandemic, which consists of four stages. In the first stage, starting from April 20, 2020, the rules on the number of people in shops and workplaces are less restrictive. In the second stage, hotels, museums, theaters and libraries are expected to be opened. In addition, stores with construction equipment will be allowed to operate during weekends. The third stage involves reopening restaurants, shopping malls, hairdressers and cosmetics facilities, gradual opening of schools and the possibility of organizing small open-air sports events. In the fourth stage, reopening of cinemas, fitness clubs, and massage parlors is planned. The specific dates will depend on the further development of the pandemic.  COVID-19 has and will likely continue to have negative effects on the global economy, including the Polish economy. The adverse consequences of the COVID-19 pandemic may significantly decrease the Government’s tax revenues. It is estimated that 95% of businesses in Poland have been negatively affected by the COVID-19 outbreak and most of them have already adopted or are planning to adopt measures to counteract its effects, including by means of layoffs. The Government expects that the COVID-19 outbreak and the measures taken to combat its spread may adversely impact various sectors of the economy and therefore negatively affect Polish GDP in 2020. In March 2020, the Government, in cooperation with the National Bank of Poland and the Polish Financial Supervision Authority, announced a stimulus plan to support Poland’s economy and mitigate the economic impact of COVID-19.

The Government has decided on measures to support the economy, which will inevitably suffer from the COVID-19 crisis by introducing a series of legislative changes called the Anti-Crisis Shield. These measures include an approximately PLN 212 billion (approximately 9% of Polish GDP) package, including financial support for certain companies to partially cover employee remuneration and the suspension of mandatory social security contribution payments. This stimulus plan will be financed by the State Treasury.

The Government has stated that this stimulus plan will:

1.Provide support for the labor market (mostly financed by the public sector) including: wage subsidies, subsidies for the self-employed conducting business activities without employees, an exemption for micro-entrepreneurs and self-employed workers from paying social and health insurance contributions for a period of 3 months, an extension of a special care allowance for children under 8 years of age due to school closures,

2.Provide support for companies focused mainly on preserving their liquidity in the period of the shutdown (which is expected to be partially funded by EU funds and the central budget and partially by Bank Gospodarstwa Krajowego, a state development bank whose mission is to support the social and economic development of Poland and the public sector in the fulfilment of its tasks (“BGK”), and/or Polski Fundusz Rozwoju S.A., a state-controlled entity facilitating the development of Polish companies (the “Polish Development Fund”) in various forms, e.g. guaranties, loans and subsidies for loans,

3.Include measures to strengthen the health care sector,

4.Include a support package for the financial sector, valued at PLN 70 billion and primarily delivered by the National Bank of Poland, which will include a liquidity and capital supporting package, reduction

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of the required reserve rate, repo operations and the purchases of bonds and other operations similar to the targeted longer-term refinancing operations, and

Moreover, in addition to the PLN 212 billion package described above, an additional amount of approximately PLN 100 billion is expected to be distributed to SMEs and large enterprises via the Polish Development Fund. The amount for distribution is expected to be raised by the Polish Development Fund through issuances of bonds guaranteed by the State Treasury, most of which is to be acquired by the National Bank of Poland.

Constitution, Government and Political Parties

The Constitution and Political System

Under the Constitution adopted in 1997, a bicameral Parliament (comprising an upper chamber, known as the Senate, and a lower chamber, known as the Sejm) is elected for a four-year term in general elections and, with respect to the Sejm only, using a system of proportional representation. The Sejm consists of 460 members and the Senate consists of 100 members. Generally, electoral rules for the Sejm stipulate that a minimum of 5.0 percent share of the popular vote must be gained by a party (8.0 percent for party coalitions) to gain seats. Under the Constitution, fascist, communist and racist political parties are banned. All legislation must be approved by the Sejm and the Senate, and signed by the President. In addition, the Sejm has the power to overrule the Senate by an absolute majority vote and to overrule the President by a 60.0 percent majority vote comprising at least half the total number of deputies. The President, with the approval of the Senate, or the Sejm, may call a referendum on matters of fundamental importance to the country.

The Constitution also establishes the independence of the NBP, Poland’s central bank, which is charged with the responsibility of maintaining the value of the national currency, the Polish złoty. The Constitution also grants the NBP the exclusive power of setting and implementing monetary policy. Under the Constitution, the Government is prohibited from incurring loans or issuing guarantees or sureties if, as a result, public debt would exceed 60.0 percent of GDP. There are also certain budget-related requirements that apply if public debt exceeds 43.0, 48.0 or 55.0 percent of GDP. See “Public Debt—Debt Management”. Moreover, since 1999, under the Constitution a budget act may not provide for the financing of the budget deficit by the NBP. These limitations are intended to safeguard the fiscal health of the economy.

Under the Constitution, the President is directly elected for a five-year term and may be re-elected only once; Presidential powers include the right to initiate legislation, to veto certain legislative acts and, in certain instances, to dissolve Parliament. The President’s power to dissolve Parliament is limited to instances where the Sejm fails to present the annual budget act for the President’s signature within four months of receipt thereof from the Government, or where the Sejm fails to pass a vote of confidence in the Government following attempts to nominate a government in the manner provided for in the Constitution. The President commands the armed forces, represents the State in its foreign relations, appoints judges at the request of the National Council of the Judiciary (the “NCJ”) and nominates the Prime Minister, who is subsequently approved by the Sejm by means of a vote of confidence. At the President’s request, the Sejm appoints the president of the NBP.

The Prime Minister is the head of the Council of Ministers and is responsible for forming the Government, which must then receive a vote of confidence from the Sejm. The Council of Ministers runs internal and foreign affairs of the State.

Poland is divided into 16 provinces, known as voivodships. Each voivodship is represented by a provincial governor, or voivode, appointed by the Government, who represents the Government at the voivodship level. There are also three levels of independent territorial self-government: voivodships, poviats and gminas. There are 16 voivodships at the top level (where self-governing authorities are located alongside government-appointed voivods), 314 counties as poviats and 66 cities with poviat status at the intermediate level and 2,477 basic units of locally-elected governments, known as gminas (including 66 cities with poviat status). Self-governing authorities are elected by popular vote. All of the self-governing entities are financially autonomous and independent of each other and of the Government. The Prime Minister may limit their activities only to the extent that their actions conflict with national law. The self-governing entities are financed by a share of national taxes and by their own revenues, such as local taxes and fees. The gminas are entitled under the Constitution to exercise powers that are not designated as powers of other public authorities.

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Judicial authority is vested in the Supreme Court and the common courts (appellate, regional and lower courts), the administrative courts (the Primary Administrative Court and voivodship administrative courts) and the military courts. A separate Constitutional Tribunal has jurisdiction over all matters relating to constitutional issues.

Current Government and Politics

The most recent presidential election concluded on May 24, 2015 and was won by Andrzej Duda who received 51.55 percent of the votes cast in the second round of the election, and assumed office on August 6, 2015. The next presidential elections are scheduled to be held on May 10, 2020; however, due to the COVID-19 outbreak in Poland, the date of the next presidential elections is not certain.

The most recent parliamentary elections were held on October 13, 2019. Following those elections, the Law and Justice (“PiS”) and its United Right Coalition (Zjednoczona Prawica) received 43.59 percent of the votes cast, the Civic Platform (“PO”) and its Civic Coalition (Koalicja Obywatelska) (“KO”) 27.40 percent, Lewica (the Left, previously known as Sojusz Lewicy Demokratycznej (Democratic Left Alliance) 12.56 percent, the Polish People’s Party (“PSL”) and its Polish Coalition 8.55 percent and Konfederacja Wolność i Niepodległość (Confederation Liberty and Independence) (“Confederation”) 6.81 percent. The ruling PiS retained its majority in the Sejm, but lost its majority in the Senate to the opposition. With 43.59 percent of the votes cast, PiS received the highest vote share by any party since Poland returned to democracy in 1989. Since November 2019, the current Government is led by the Prime Minister, Mateusz Morawiecki, who held the position of the Prime Minister also prior these elections. The next parliamentary elections will be held in 2023.

The following table shows a breakdown of the distribution of seats in the Sejm (by party) and the Senate (by party) as of April 16, 2020:

	Seats
Sejm
United Right Coalition (including PiS)	235
Civic Coalition (KO)	134
The Left	49
Polish Coalition	30
Confederation	11
Unaffiliated (German Minority)	1
Total	460

	Seats
Senate
United Right Coalition (including PiS)	48
Civic Coalition (KO)	43
Polish Coalition	3
The Left	2
Unaffiliated	4
Total	100

Source: Sejm and Senate

The most recent local elections were held in November 2018, with votes spread between local committees and the main political parties. Of the two largest political parties, PiS received 34.13 percent of the national vote and 254 of 552 available seats in the regional legislatures, while PO and its Civic Coalition received 26.97 percent of the national vote and 194 seats in the regional legislatures.

The next local elections will be held in 2023 (the term of office of local officials and deputies has been extended from 4 to 5 years applying as from the term of office of local officials and deputies elected in the most recent local elections held in 2018).

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Government Policies and Legislative Agenda

Reform of the Polish judicial system

During the last few years, the Government has focused on reforms in the judicial system. These reforms have reduced judicial independence from other state bodies. As a result, the European Commission initiated an official review of Poland’s commitment to European Union standards for adherence to the rule of law. Under Article 7 proceedings, initiated by the European Commission against Poland in December 2017, the European Council may rule that Poland has committed a serious and persistent breach of common EU values and decide to suspend certain rights Poland has as member of the EU, including the voting rights of the Government’s representative in the European Council, and to impose economic sanctions such as limiting Poland’s access to EU funds and subsidies. As of the date of this prospectus, Article 7 proceedings remain in progress.

One of the key features of the judicial reform was lowering the retirement age of judges of the ordinary courts and public prosecutors, and the age for early retirement of judges of the Supreme Court, to 60 years for women and 65 years for men, but granting the Minister of Justice the power to extend the period of active service of judges of the ordinary courts beyond the new retirement ages.

In its judgment C-192/18 of November 5, 2019, the EU Court of Justice stated that these reforms were contrary to EU law and brought an action for failure to fulfil obligations before the EU Court of Justice. The European Commission argued that this discretionary power awarded to a member of the executive amounted to an infringement on the principle of effective legal protection which derives from EU law. Further, the European Commission argued that the discretionary power of the Minister of Justice to extend the tenure of judges without clear criteria, timeframe, or the possibility to appeal the extension infringed the principle of judicial independence in EU law. The EU Court of Justice accepted these arguments and ruled in favor of the European Commission.

Another aspect of judicial reform in Poland was the newly created Disciplinary Chamber of the Supreme Court. In November 2019, the EU Court of Justice resolved that the Supreme Court should assess whether the Disciplinary Chamber is judicially independent from legislative and executive bodies. The Disciplinary Chamber does not satisfy the requirement of judicial independence established by EU law. According to the ruling of the EU Court of Justice, if the Disciplinary Chamber does not fulfill the criterion of independence, the Supreme Court should not apply local law provisions regarding the jurisdiction of the Disciplinary Chamber as such laws are incompatible with EU legislation, which overrides local laws. On 23 January 2020, the judges of the three joint Supreme Court’s Chambers (Labor and Social Security, Civil Law and Criminal law) ruled that the Disciplinary Chamber is not an independent court.

The European Commission has also questioned the manner of appointment of the members of the NCJ, which is a body that nominates judges to fill judicial vacancies. In the European Commission’s view, the Disciplinary Chamber is not independent due to the fact that its judges are appointed by the NCJ, which is subordinated to the lower house of the Polish parliament. On April 8, 2020, agreeing with the European Commission’s motion, the EU Court of Justice instructed Poland to immediately suspend applying local law provisions concerning the jurisdiction of the Disciplinary Chamber of the Supreme Court over disciplinary matters of judges. This interim measure ordered by the EU Court of Justice will apply throughout the period of the proceedings before the EU Court of Justice, which remain pending.

Military Modernization Program

According to the Government’s plans, military expenditures in 2020 are projected to increase up to approximately PLN 50 billion, which constitutes approximately 2.1 percent of the GDP. Approximately 80 percent of military spending in 2020 will be for activities related to external security and border protection. The largest planned modernization expenditures are investments in missile troops and artillery, combatting threats to sea trade, modernization of troops and air defense. Due to the economic impact of COVID-19, it cannot be excluded that the Government may temporarily cut military spending.

Rating considerations

Since the mid-1990s, Poland has been assessed by rating agencies including Standard & Poor’s (“S&P”), Moody’s (“Moody’s”) and Fitch (“Fitch”). Poland’s credit rating has been upgraded several times throughout

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the years, in line with the country’s economic growth. In April 2018, Poland’s rating outlook was raised by S&P to positive. In 2019 and 2020, S&P, Moody’s and Fitch re-affirmed their ratings. S&P’s rating for Poland announced in October 2019 was A-/A-2 for long and short term liabilities in foreign currency and A/A-1 for long and short term liabilities in the local currency. The ratings’ outlook is stable.

International Relations and Regional Arrangements

International Relations

Poland is a founding member of the United Nations, belongs to most international organizations and maintains diplomatic relations with 189 countries. In 1967, Poland joined the General Agreement on Tariffs and Trade (“GATT”) and is a member of the World Trade Organization (“WTO”), the successor to GATT. In 1986, Poland re-joined the International Bank for Reconstruction and Development (“IBRD”), known as the World Bank, and the International Monetary Fund (“IMF”), having withdrawn its original memberships in 1950. Since 1987, Poland has also been a member of the International Finance Corporation (“IFC”) and the International Development Association (“IDA”). Poland became a member of the Multilateral Investment Guarantee Agency (“MIGA”) in 1990. In addition, Poland was a founding member of the European Bank for Reconstruction and Development (“EBRD”). In 1996, Poland was accepted for full membership in the Organization for Economic Co-operation and Development (“OECD”). It became a member of the European Investment Bank (“EIB”) in 2004 following its accession to the European Union, and joined the Council of Europe Development Bank (“CEB”) in 1998. Poland is also a founding member of the Asian Infrastructure Investment Bank (“AIIB”)

On March 12, 1999, Poland became a member of the North Atlantic Treaty Organization.

Regional Arrangements

European Union Membership and Adoption of the Euro

Poland and nine other candidate countries signed the Accession Treaty with the European Union (the “Accession Treaty”) on April 16, 2003, in Athens. The Accession Treaty was ratified by all EU members and candidate countries and came into force on May 1, 2004.

Accession to the EU enabled Poland to participate in the EU legislative and decision-making process. It is also bound by EU law (i.e. EU treaties, regulations, directives and decisions including EU judicial decisions). For the purpose of European Parliamentary elections, Poland is subdivided into constituencies, in the same manner as Ireland, Italy, France, the Netherlands, Belgium and Germany.

Following the European Parliamentary elections in 2019, Poland initially had 51 members of the European Parliament, but on February 1, 2020 the number has increased to 52 following the reallocation of the United Kingdom’s seats following its withdrawal from the EU on January 31, 2020. The majority of these members belong to the Group of European Conservatives and Reformists or the Group of the European People’s Party. The next European Parliamentary elections will be held in May 2024.

As a member of the EU, Poland has to comply with the Stability and Growth Pact, which is a rule-based framework for the coordination of national fiscal policies in the economic and monetary union (“EMU”). It was established to safeguard sound public finances, an important requirement for the EMU to function properly.

No deadline has been set for euro adoption in Poland; however, it is required by the Accession Treaty. Changing the currency to the euro requires fulfilment of nominal and legal convergence criteria, e.g. participation in the Exchange Rate Mechanism (“ERM II”). The level of Poland’s real convergence with the Eurozone, i.e. in terms of GDP per capita, is lower than in the case of developed EU Member States. Although the rate of business cycles synchronization has been relatively stable in recent years, Poland’s economic structure diverges from the Eurozone. The differences in economic structure stem from a larger share of agriculture, industry and construction in the Polish GDP compared to the Eurozone. Simultaneously, the share of financial intermediation and scientific activity in the Poland’s economy is smaller than in the case of the Eurozone. In such circumstances, euro adoption may pose a threat of negative shocks affecting the Polish economy.

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The EMU has undergone substantial reforms in recent years, aimed at completing its architecture and strengthening long-term stability. Due to the high level of uncertainty over its results and future economic conditions, neither target date for euro adoption nor fixed date for joining the ERM II has been set.

Like all EU member states, Poland is subject to multilateral surveillance by the EU Council and is required to prepare a convergence program on an annual basis. The Convergence Program (or Stability Program in Eurozone countries) provides for the monitoring of economic developments in each of the Member States and for the EU as a whole, as well as examining the consistency of those countries’ economic policies with recommendations set by the EU. Convergence Programs cover fiscal policy, the main assumptions underlying the economic outlook and an assessment of economic policy measures and their budgetary impact. This information is presented for the current and the previous year and includes forecasts for the next three years.

On April 28, 2020, Poland published its latest Convergence Program update. Pursuant to the European Commission’s guidelines, the content of the Convergence Program 2020 update has been limited due to the COVID-19 outbreak and it presents the results of anti-crisis measures adopted in connection with the spread of COVID-19. According to the 2020 update, the level of economic activity in Poland in the second quarter of 2020 is expected to decrease and GDP for 2020 is expected to decline by 3.4%, the first decline since the 1990s. Private consumption and investments, particularly investments other than by the Government or local governments, are expected to fall. The general weakening of the economy is expected to also affect the labor market and tax revenue. In 2020, inflation is expected to be 2.8% on average. Due to the expenses incurred in connection with combating the effects of the COVID-19 outbreak, the deficit of the general government sector is expected to increase from 0.7% of GDP in 2019 to 8.4% of GDP in 2020, while the general government debt to GDP ratio will increase from 46.0% in 2019 to 55.2% in 2020. According to the Convergence Program 2020 update, in 2021 GDP is expected to recover faster than the pace of the GDP decrease in 2020.

Inflow of EU Funds

One of the most important issues in the early years of Poland’s membership of the EU was to implement effectively projects co-financed by the EU. This is in line with the principle of European solidarity, which requires that the more affluent member states help less developed EU countries bridge the gap in their economic and social development. Poland’s EU membership resulted in a major inflow of EU funds of approximately EUR 179.5 billion between May 2004 and February 2020 (mostly from structural funds for Cohesion Policy-related initiatives and payments under the Common Agricultural Policy). Conversely, during that period Poland made approximately EUR 58.3 billion of “Own Resources” payments to the EU. The net inflow of EU resources during that period was approximately EUR 121.0 billion. The following table sets forth information relating to the inflow of EU funds into Poland for the periods indicated.

	2016	2017	2018	2019	Two months ended February 29, 2020
	(EUR millions)
Inflow of EU Funds
Cohesion Policy	5,180.6	7,077.9	11,055.5	11,399.2	1,090.8
Common Agricultural Policy	4,522.5	3,981.9	4,260.0	4,494.7	2,607.8
Other Funds	273.3	92.7	443.3	451.0	12.8
Total	9,976.4	11,152.6	15,758.9	16,284.9	3,711.4

Source: Ministry of Finance

The following table sets forth information relating to the use of EU funds for the period from May 2004 to February 2020.

	(EUR millions)
Current expenditures	80,874.2
Capital expenditures	98,589.9
Total	179,464.1

Source: Ministry of Finance

The following table sets forth certain information with respect to the projected inflow of EU funds for the periods indicated. These are projections based on the current EU budget and do not reflect legal commitments on behalf of the EU to provide the funds. See “About this Prospectus” for further information with respect to forward looking statements.

	2020	2021
	(EUR millions)
Projected Future Inflows of EU Funds
Common Agricultural Policy	4,748.4	5,068.8
Cohesion Policy	10,581.3	13,116.2

Source: Ministry of Finance

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The following table set forth certain information with respect to Poland’s contribution to the EU budget (i.e. “Own Resources” payments to the EU) for the periods indicated.

	2016	2017	2018	2019	Two months ended February 29, 2020
	(EUR millions)
Own Resources Payments
Payments related to Gross
National Income	3,003.4	2,024.7	2,900.7	3,180.8	929.7
Payments related to VAT	555.4	570.8	547.7	742.6	279.8
Traditional Own Resources
Payments	604.5	645.2	748.9	830.1	120.2
Rebates and corrections	330.1	316.6	269.8	296.1	85.2
Total	4,493.4	3,557.3	4,467.1	5,049.6	1,414.9

Source: Ministry of Finance

Relationship with Multilateral Financial Institutions

Poland is a member of various multilateral financial institutions, including the World Bank, the EIB, the EBRD and the IMF. As at December 31, 2019, Poland’s liabilities to multilateral financial institutions amounted to EUR 14.8 billion and accounted for 24.6 percent of the State Treasury’s total external debt.

As at December 31, 2019, the World Bank’s exposure to Poland, net of principal repayments, amounted to 7.0 billion.

As at December 31, 2019, the EIB had committed EUR 72.9 billion to Polish borrowers, of which more than EUR 56.6 billion had already been disbursed. As at December 31, 2020, the EIB’s exposure to Polish borrowers, net of principal repayments, amounted to EUR 32.6 billion.

In the second half of 2015, the European Fund for Strategic Investments (“EFSI”) was launched jointly by the EIB Group and the European Commission to drive investment in infrastructure and innovation projects across the EU as well as to help finance small- and medium-sized enterprises and mid-cap companies (“SME”). Poland is implementing the Plan and has obtained financing for several projects under the EFSI.

As at December 31, 2019, 59 projects were approved under the infrastructure and innovation window in Poland, totaling EUR 3.7 billion in financing and mobilizing total investments relating to the EFSI up to EUR 16.4 billion.

In addition, for SME financing, 13 agreements were concluded with financial intermediaries (banks, investment funds) in Poland, totaling EUR 0.21 billion in financing. Since the beginning of its operations in Poland, the EBRD has invested over EUR 10.3 billion in nearly 431 projects in various sectors of the country’s economy - corporate, financial institutions, infrastructure and energy (as of December 2019). Most of the EBRD’s investments, approximately EUR 9.3 billion, were granted to the private sector. The value of the EBRD’s current portfolio projects in Poland is nearly EUR 3 billion.

Poland is a member of the IMF’s Special Data Dissemination System and complies with applicable practices and standards in publicly disseminating economic and financial data. Currently, the IMF performs standard Article IV consultations with Poland on a 12-month cycle.

The latest Article IV consultation with Poland was concluded by the Executive Board of the IMF on January 18, 2019. The consultation notes the Polish economy’s strong and sustained expansion, low imbalances and improved social outcomes. Poland’s economic growth benefited from a rebound in Eurozone activity, an increase in EU transfer and new large social benefit programs. Amid historically low unemployment, potential output expanded with the influx of foreign workers, which helped to dampen inflation pressures. According to the IMF report, adherence to sound policy frameworks has gradually lowered fiscal and external vulnerabilities and safeguarded financial stability, helping to cement investor confidence and insulate Polish financial markets from the turbulence that affected several emerging economies during the first half of 2018. According to the IMF report, the level of reserves is adequate and the external position is in line with medium-term fundamentals and desirable policies.

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Since 1988, Poland has been a member and contributor to the IDA, which grants preferential long-term loans to the world’s poorest countries. As at January 31, 2020, Poland’s contribution to the IDA amounted to SDR 40.4 million and EUR 17.3 million, of which SDR 37.8 million and EUR 4.7 million has already been paid. Poland also participates in the IDA’s Multilateral Debt Relief Initiative. As at January 31, 2020, Poland had committed PLN 37.0 million and paid PLN 10.7 million.

Although Poland is not a member of the Nordic Investment Bank (“NIB”), it has access to NIB financing. As at December 31, 2019, loans granted to local governments and private sector entities in Poland by the NIB amounted to approximately EUR 396.2 million. In June 2016, Poland became a founding member of the Asian Infrastructure Investment Bank (“AIIB”). Poland is currently not borrowing from the AIIB.

Poland has been a member of the CEB since 1998. As at December 31, 2019, the CEB approved EUR 340 million in new loans to Poland, of which EUR 350 million had been disbursed and CEB’s exposure to the State Treasury amounted to EUR 211.75 million.

Poland is a founding member state of the Three Seas Initiative, a forum of regional dialogue and economic cooperation for twelve Central and Eastern Europe countries located in the area surrounded by three seas of the region: the Adriatic, Baltic and the Black Sea. The first Three Seas Business Forum meeting resulted in the signing of a letter of intent to establish the Three Seas Investment Fund (“3SIIF”). It was initially formed by two institutions from Poland and Romania (BGK and EximBank, respectively) that contributed over EUR 500 million, which was to be increased up to EUR 4-5 billion in the future. It was designed as a commercial financial instrument supporting infrastructure projects in the transport, energy and digitalization sectors in Central and Eastern Europe

Major International Treaties

Since joining the EU, Poland’s trade policy has been in accordance with the rules of the EU Treaty. The EU has a customs union among EU member states and a common trade policy in relation to non-EU countries which involves, among other things, a common customs tariff, a common import and export regime and the undertaking of uniform trade liberalization measures as well as trade defense instruments. Poland is a party to all trade agreements concluded by the EU with other countries.

The Accession Treaty, together with the Treaty on the European Union and the Treaty on the Functioning of the European Union, constitute the legal base regulating, inter alia, economic, trade, service, capital and human resource flows, investment support and protection.

In June 2017, Poland signed the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”) and expects to ratify the MLI by late 2020. The MLI offers solutions for governments to close the gaps in existing international tax rules by transposing results from the OECD/G20 BEPS Project into bilateral tax treaties worldwide. The MLI modifies the application of thousands of bilateral tax treaties concluded to eliminate double taxation.

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THE ECONOMY

With over 38.3 million inhabitants, Poland is the most populous member of the EU among all the countries of Central and Eastern Europe (and the fifth in the EU as a whole). The Polish economy’s strengths include: the private debt of non-financial enterprises and households is relatively low; the currency regime is flexible; Poland’s exports and economy do not depend on a single sector; and the domestic market is broad. The banking sector remains well-capitalized, liquid and profitable, and the country’s macroeconomic policy is geared towards maintaining long-term high, sustainable growth. Since joining the EU in 2004, Poland has benefited significantly from EU structural funds, allowing the government to invest steadily in infrastructural and social development. Adjustments to the EU standards have supported the country’s modernisation. The service sector comprises the largest component of the Polish economy (65 percent), followed by the industry and construction sectors (33 percent) and agriculture (2 percent).

Strong macroeconomic fundamentals and policy framework, large and diversified domestic demand and flexible fiscal policy made Poland the only EU country to avoid recession during the post-2007 global economic and financial crisis, growing by 50 percent between 2008 and 2019, with an average annual GDP growth of approximately 3.5 percent. Today, Poland is the sixth-largest economy in the EU, with a buoyant private sector, internationally competitive export-oriented companies, as well as well-educated and skilled human capital.

Poland’s monetary policy mandate is laid out in the Constitution and the Act on the National Bank of Poland (“NBP Act”). The NBP is responsible for the implementation of monetary policy, the basic objective of which is to maintain price stability while supporting the government’s economic policy, insofar as this does not constrain the pursuit of the basic objective of NBP. For over 20 years, the Monetary Policy Council (an independent decision-making body of the NBP) (“MPC”) has been conducting monetary policy with an inflation targeting strategy. In 2004, the MPC adopted an inflation target of 2.5 percent with a symmetrical tolerance band for deviations of ±1 percent. The main principles of the NBP’s monetary policy strategy, including the inflation target level, its medium-term nature and floating exchange rate regime, have not changed since.

Between 2004 and 2019, the average consumer price index (“CPI”) in Poland was 2 percent, which was in line with the NBP’s inflation target, while the average level of core inflation (CPI excluding food and energy) stood at 1.3 percent. The following table illustrates certain macroeconomic statistics for specific years:

	2004	2008	2017	2018	2019
	(Current prices, Purchasing Power Standards (“PPS” per capita)
GDP per capita	11,290	14,470	20,750	21,770	N/A
	( % of GDP)
Private consumption	64.2	61.8	58.3	58.1	57.3
Public consumption	18.3	18.6	17.7	17.8	17.9
Investment	18.3	23.1	17.5	18.2	18.6
Export	34.3	37.9	54.3	55.5	55.8
Import	36.9	42.9	50.2	52.0	50.5
Value added:
Industry	22.6	21.9	22.3	21.9	21.9
Construction	6.4	7.2	6.2	6.7	6.8
Trade; repair of motor vehicles	16.4	15.9	15.4	15.4	15.4
	(total=100)
Structure of employment (LFS(1), 15 years and over):
Agriculture	18.2	14.3	10.2	9.6	9.1
Industry and Construction	28.9	32.5	31.5	31.7	32.0
Services	52.7	54.4	57.9	58.3	58.4
	( %)
Participation rate (LFS(1), 15 and over)	54.4	54.2	56.4	56.3	56.2
Employment rate (LFS(1), 20-64 years)	57.0	65.0	70.9	72.2	73.0
Unemployment rate (LFS(1), 15-74 years)	19.1	7.1	4.9	3.9	3.3
Labor productivity per person (EU27=100(2))	—	62.5	74.9	76.8	N/A
CPI	3.5	4.2	2.0	1.6	2.3
Core inflation	1.7	2.3	0.7	0.7	2.0
	(EUR million)
Official reserve assets	26,967	44,139	94,550	102,268	114,511

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	2004		2008		2017		2018		2019
	(Current prices, Purchasing Power Standards (“PPS” per capita)
	( % of GDP)
International investment position	(45.1	)	(46.8	)	(62.4	)	(55.3	)	(50.5	)
CAB	(5.5	)	(6.7	)	0.1		(1.0	)	0.5
Credit to the non-financial sector:
Non-financial enterprises	12.5		16.9		15.8		15.9		15.3
Households	11.8		28.7		33.3		33.3		33.0

Source: Eurostat, NBP, Statistics Poland, own calculations

Notice: data on the labor market are not entirely comparable because of changes in methodology

(1)LFS — Labor Force Survey.

(2)EU27 from February 2020 (without the UK)

Economic Performance

Poland had a solid economic performance in 2019 with GDP growth of 4.1 percent, (a slight decrease compared to growth of around 5 percent. in 2017 and 2018). Domestic demand was the main growth source. Household consumption contributed to GDP growth due to favorable labor market conditions, strong consumer confidence and new social benefit programs. Household consumption increased by 3.9 percent in 2019, compared to 4.2 percent in 2018. This decrease was primarily attributable to an increase in the household savings rate. Investments increased by 7.2 percent in 2019. In contrast to 2018, investments outside the general government sector played a dominant role as a driver of investment growth. The contribution of net exports was positive, but export growth slowed as a result of weaker external demand.

Inflation rose gradually during 2019. The delayed effects of high economic growth and wage pressure resulted in higher core inflation (CPI excluding food and energy), mainly due to the faster growth of services prices. Supply factors were the main reason for a significant increase in food prices in the second half of 2019. In contrast, energy price inflation declined, turning negative in the last six months of 2019 due to base effects and low global oil prices. As a result, overall CPI inflation amounted to 2.3 percent on average in 2019 compared with 1.6 percent a year earlier. In the first quarter of 2020, the inflation rate in Poland increased to 4.5 percent. Main upward pressure came from housing, water, electricity, gas and other fuels (7.5 percent in March 2020 vs. 2.0 percent in December 2019), food and non-alcoholic beverages (8.0 percent vs. 6.9 percent), and alcoholic beverages and tobacco (4.3 percent vs. 1.6 percent).

The current account balance was positive and amounted to 0.5 percent of GDP in 2019. This was mainly a consequence of an improvement in the balance of goods (0.5 percent of GDP). The main negative impact on current account balance was still the primary income component (-4.4 percent of GDP), mainly foreign direct investors’ income. According to preliminary data, the current account surplus increased to 0.8% of GDP in February 2020 (in 12-month terms).

The MPC kept the NBP’s interest rates unchanged from March 2015 to March 2020 with the reference rate of 1.50 percent. However, on, March 17 and April 8, 2020 respectively, the MPC lowered the reference rate to, 1.00 percent and 0.50 percent respectively, to protect the economy from the negative impact of COVID-19. In addition, the MPC lowered the lombard rate to 1.50 and 1.00 percent respectively and the rediscount rate to 1.05 and 0.55 percent respectively. The NBP also introduced measures to provide liquidity, allow the banking system to continue functioning normally and support the financial markets. In March 2020, the NBP announced the first Polish quantitative easing program, aimed at purchasing government bonds in the secondary market, which in April 2020 was extended to all State securities and State-guaranteed debt securities. This program aims to increase liquidity in the secondary markets and strengthen monetary policy. As of the date of this prospectus, the NBP has carried out four operations of buying securities issued by the State Treasury on the secondary market (purchases occurred on March 19, March 23, March 26 and April 16, 2020) of a total face value of PLN 49.6 billion. As a result, the NBP supplied banks with an additional amount of approximately PLN 55 billion. The NBP may purchase the State Treasury securities and Government guaranteed debt securities on the secondary market as a part of its structural operations. These operations are aimed at changing the long-term liquidity structure in the banking sector, ensuring the liquidity in the secondary markets for the purchased securities and enhancing the impact of the NBP interest rate cuts on the economy, i.e., strengthening the monetary policy transmission mechanism.

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There is no maximum planned volume set for the program of purchasing the State Treasury debt. The timing and scale of these operations depend on the market conditions and the NBP’s assessment of their market impact.

The following table sets out certain macroeconomic statistics for the five years ended 2019:

	2015		2016		2017	2018		2019
	(Real growth, %)
GDP	3.8		3.1		4.9	5.3		4.1
Total consumption	2.8		3.5		4.1	4.3		4.1
Private consumption	3.0		3.9		4.5	4.5		3.8
Investment	6.1		(8.2	)	4.0	9.4		7.2
	(Contribution to GDP growth, percentage points)
Domestic demand	3.2		2.3		4.6	5.3		2.9
Net export	0.6		0.8		0.3	0.0		1.2
	(%)
Employment growth (LFS(1), 15 years and over)	1.4		0.7		1.4	0.4		(0.1	)
Unemployment rate (LFS(1), 15-74 years)	7.5		6.2		4.9	3.9		3.3
CPI	(0.9	)	(0.6	)	2.0	1.6		2.3
NBP reference rate (end of the period)	1.50		1.50		1.50	1.50		1.50
	(% of GDP)
CAB	(0.6	)	(0.5	)	0.1	(1.0	)	0.5

Source: Statistics Poland, NBP, Eurostat, Ministry of Finance

(1) LFS — Labor Force Survey.

The following table illustrates the composition of GDP (as a percentage of total GDP) by sectors for the periods indicated:

	2015	2016	2017	2018	2019
	(%)
Sectors
Agriculture, forestry and fishing	2.2	2.4	2.1	2.1	2.0
Industry	23.2	23.4	23.9	21.9	22.0
Construction	7.1	6.2	6.5	6.7	6.8
Trade; repair of motor vehicles	15.7	15.5	15.7	15.4	15.5
Transport	5.7	5.7	6.0	6.2	6.6
Accommodation and catering	1.0	1.0	1.0	1.1	1.1
Information and communication	3.6	3.7	3.4	3.8	3.6
Financial and insurance activities	3.6	3.9	3.6	3.7	3.7
Real estate activities	4.4	4.6	4.5	4.2	4.2
Professional, scientific and technical activities and Administrative and support service activities	7.2	7.0	7.9	7.7	7.7
Public administration and defense; compulsory social security; Education; Human health and social work activities	13.1	13.1	12.5	12.7	12.6
Arts, entertainment and recreation; other service activities; activities of household and extra-territorial organizations and bodies	2.0	2.1	2.0	2.0	1.9
Gross value added	88.7	88.4	88.0	87.5	87.8
Taxes on products less subsidies on products	11.3	11.6	12.0	12.5	12.2
Gross Domestic Product	100.0	100.0	100.0	100.0	100.0

Source:  Statistics Poland.

Risks to the Polish Economy

The major risk factors for GDP growth in Poland are associated with the situation in the external environment, particularly with the Eurozone’s economic performance. Poland’s strong trade and financial links with the Eurozone, including through participation in German supply chains, make it susceptible to shocks emanating from major trade partners. The further weakening of the growth rate of the Eurozone may adversely impact Polish exports and investment and ultimately adversely affect economic growth in Poland. In the short term, downside risks from the external environment come mainly from elevated geopolitical tensions and protectionist policies. Uncertainties about the macroeconomic policies pursued in major countries outside Europe add to these factors. Additionally, the recent outbreak of COVID-19 and the measures taken to combat its spread has

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adversely affected and may continue to adversely affect the economic performance of the Eurozone and Poland. See “Recent Developments—COVID-19”.

Supervision of companies with State Treasury shareholdings

The key element of the reform of the exercise of ownership rights of the Treasury is the Law of December 16, 2016, in force since January 1, 2017, on the rules of state property management, along with the implementing provisions, which implemented the system changes in managing state property.

In line with the new state property management system, the Prime Minister coordinates the ownership policy implemented with respect to companies with Treasury shareholdings. Ownership rights with respect to those companies are exercised by ministers, government plenipotentiaries or state legal persons, according to rights conferred upon them by the Prime Minister.

The ownership supervision standards applicable to both the selection of Treasury representatives and formulation of expectations of Treasury representatives were raised. The role of the supervisory board in the current activities of the company was enhanced, which improved the transparency of the distribution of company funds with special oversight of representation, marketing and consulting expenses.

A new model of selling shares of the Treasury and state legal persons was introduced, direct privatization was abandoned, and the model of selling shares of the Treasury was based on market standards.

A group of 30 companies of particular importance for the economy was selected, in which the exercise of rights of the Treasury is subject to the Prime Minister’s close scrutiny. The selection of companies was made taking into account (i) the company’s size, measured by its assets, number of employees and turnover; (ii) the industry in which the company operates, with special emphasis on energy, fuel, gas, transport, media, banking, insurance, raw materials and state security; and (iii) the significance of the company’s market share in the sector or industry or the national economy.

Analysis of the entities in which the State Treasury has a stake, taking into account the above criteria, led to the selection of a group of companies whose operations have a direct impact on the economic sphere in Poland, ensuring an appropriate level of national security.

The Treasury property also generates regular income for the state budget, such as dividend and income payments, which by the end of November 2019 exceeded PLN 3.4 billion. This income is stable despite large investment by the Treasury, which will continue to improve them and will increase future profits.

Labor Market

The overall situation of the labor market in 2019 remained positive. According to Eurostat, the unemployment rate (seasonally unadjusted data) was 3.2 percent as of December 2019, which is one of the lowest rates in the EU. Labor demand and participation rate decreased, but nominal wages continued to grow at a similar rate as in 2018. Workers from outside of the EU, particularly from Ukraine, play an important role in the labor market.

In the fourth quarter of 2019, the number of employed persons in Poland was 16.5 million. Thirty-two percent of the workforce was employed in the industrial sector and 58.2 percent was employed in services. A substantial share of the workforce is still employed in the agricultural sector (9.1 percent).

The registered unemployment rate at the end of December 2019 was 5.2 percent, down from 5.8 percent at the end of December 2018. The latest available data on the registered unemployment rate relate to February 2020, when the rate was 5.5% (a decrease by 0.6 percentage points compared to February 2019).

As of December 31, 2019, young people (aged 18 to 24) constituted 12.3 percent of the registered unemployed, approximately 26.5 percent of all registered unemployed were persons with only primary education or less and 38.0 percent of the registered unemployed had been without a job for more than one year.

The following table shows the employment rate by gender in Poland in the periods indicated:

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	Employment rate
	Total	Male	Female
	(%)
2016
Q1	52.1	60.0	44.9
Q2	52.7	60.6	45.5
Q3	53.0	61.3	45.4
Q4	53.2	61.6	45.5
2017
Q1	53.2	61.3	45.8
Q2	53.9	61.9	46.6
Q3	54.0	62.7	46.1
Q4	53.7	62.2	45.8
2018
Q1	53.7	61.8	46.2
Q2	54.4	62.5	47.1
Q3	54.6	62.9	47.1
Q4	54.0	62.6	46.1
2019
Q1	53.7	62.2	45.9
Q2	54.4	62.8	46.8
Q3	54.9	63.7	46.9
Q4	54.4	63.5	46.1

Source: Statistics Poland’s Labor Force Survey

The following table shows employment by age in Poland in 2018 and the second quarter of 2019:

	Employment rate
	Total		Male		Female
	(%)
	2018	Q2,2019	2018	Q2,2019	2018	Q2,2019
Total	54.2	54.4	62.4	62.8	46.6	46.8
15 – 17 years	1.1	1.3	1.2	1.2	1.0	1.3
18 – 19 years	10.3	9.5	11.1	11.9	9.5	6.9
20 – 24 years	53.5	54.9	60.2	60.3	46.5	49.2
25 – 29 years	79.3	79.8	88.0	88.7	70.2	70.4
30 – 34 years	81.9	82.9	90.6	91.8	72.8	73.6
35 – 39 years	84.0	83.2	91.2	91.7	76.6	74.3
40 – 44 years	86.1	87.0	90.3	91.5	81.7	82.4
45 – 49 years	83.9	85.2	86.3	87.7	81.4	82.7
50 – 54 years	77.9	80.1	79.7	81.7	76.1	78.7
55 – 59 years	65.8	67.0	72.0	72.4	60.1	62.0
60 – 64 years	33.7	33.7	48.5	49.7	20.7	19.7
65 years and more	5.4	5.4	8.8	8.4	3.2	3.4
60 years and more	13.7	13.5	21.8	21.6	7.9	7.7
In the age:
15 – 64 years	67.4	68.2	74.0	75.0	60.8	61.4
20 – 64 years	72.2	73.1	79.4	80.5	65.0	65.7
55 – 64 years	48.9	49.2	59.8	60.4	39.1	39.1
Pre - working	1.1	1.3	1.2	1.2	1.0	1.3
Working(1)	73.6	74.6	77.3	78.3	69.4	70.3
Mobile	74.8	75.4	81.5	82.4	67.9	68.2
Non - mobile	71.5	73.1	71.0	72.3	72.1	74.2
Post – working(2)	8.2	7.9	8.8	8.4	7.9	7.7

Source: Statistics Poland

(1)Women aged 18 – 59, men aged 18 – 64.

(2)Women aged 60 and older, men aged 65 and older.

The following table shows the registered unemployment rate in Poland for the periods indicated:

	2015	2016	2017	2018	2019
	(%)
Registered unemployment rate	9.7	8.2	6.6	5.8	5.2

Source: Statistics Poland Labor Force Survey

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Citizens of Ukraine are the largest group of foreigners working in Poland.

In 2018, the number of work permits issued for Ukrainian citizens amounted to 238,334 (72 percent of total work permits issued). It indicates an increase by 24 percent to the previous year. In 2018 district labor offices registered 1,446,304 employer’s declarations on entrusting work to a foreigner for Ukrainian citizens (91 percent of all registered declarations in that year) and 133,029 seasonal work permits (almost 99 percent of all seasonal work permits in that year).

In terms of the above mentioned short-term employment, data for 2018 is not comparable with the previous years, because at the beginning of 2018 new regulations in this area had been introduced, including implementing a new instrument - seasonal work permit.

In 2019 the number of work permits issued for the citizens of Ukraine amounted to 330,495 which meant an increase by 39 percent in comparison to the previous year. At the same time in 2019 the number of registered employers’ declarations on entrusting work to a foreigner for Ukrainians was 1,475,923 which meant an increase of 2 percent in comparison to the previous year.

In 2019, the number of seasonal work permits issued for the citizens of Ukraine amounted to 129,683. While recent statistics indicate continuous increase in the number of foreigners working in Poland, the participation rate of foreigners in Poland’s labor market is still rather low in comparison with other EU countries, although it affects local economies in some regions. Also, Poland became a leader among the EU countries in issuing first residence permits for the purpose of work. The employment of foreigners in Poland is complementary to the resources of the national labor force. Labor migration fills shortages especially within simple jobs, although there is a visible increase in demand for highly qualified employees too.

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BALANCE OF PAYMENTS AND FOREIGN TRADE

Balance of Payments

In recent years, the Polish economy has not recorded external imbalances. Its current account balance, positive or negative, does not exceed 1 percent of GDP.

Since September 30, 2014, Poland has prepared balance of payments and international investment position data according to the guidelines outlined in the sixth edition of the Balance of Payments and International Investment Position Manual (“BPM6”). Historical data starting from 2004 was recompiled according to the BPM6.

In 2019, Poland’s current account balance was positive and amounted to EUR 2,477 million, compared to a deficit of EUR 5,046 million in 2018 and of EUR 290 million in 2017. In 2019, the balance of trade in goods was positive and amounted to EUR 2,415 million compared to EUR 4,782 million in 2018 and EUR 1,426 million in 2017. In 2019, the balance of trade in goods improved as a result of faster growth in exports than in imports. In 2019, the value of exports increased by 6.2 percent, and the value of imports increased by 2.8 percent, compared with the corresponding period in 2018. During 2018, the value of exports and imports increased by 7.4 percent and by 10.6 percent, respectively, compared to 2017. Trade in goods was in recent years the most important driver of current account improvement. Trade with European Union countries (Eurozone mainly) constitutes the largest part of Polish exports and imports. Both exports and imports are diversified in the case of type of goods traded, intermediate and consumer goods are the largest.

Direct investments are presented in the balance of payments according to the assets and liabilities principle. In 2019, inflows of capital in the amount of EUR 13,355 million were observed in the balance of payments. During 2019, the surplus in the balance of direct investment resulted from a positive balance of transactions involving equity and investment fund shares amounting to EUR 12,835 million. The balance of debt instruments was also positive, amounting to EUR 520 million.

The following table sets out Poland’s balance of payments and related statistics for the periods indicated:

	2015		2016		2017		2018		2019
	(EUR millions)
Current Account	(2,375	)	(2,245	)	290		(5,046	)	2,477
Balance on Goods	2,213		2,935		1,426		(4,782	)	2,415
Goods: exports f.o.b.	172,124		177,448		201,890		216,880		230,369
Goods: imports f.o.b.	169,911		174,513		200,464		221,662		227,954
Balance on Services	10,911		13,963		17,956		21,652		25,174
Services: Credit	40,656		44,934		51,866		58,763		64,280
Services: Debit	29,745		30,971		33,910		37,111		39,106
Balance on Primary Income	(14,653	)	(17,717	)	(18,955	)	(20,493	)	(23,296	)
Primary income: Credit	11,345		11,132		11,723		12,294		11,740
Primary income: Debit	25,998		28,849		30,678		32,787		35,036
Balance on Secondary Income	(846	)	(1,426	)	(137	)	(1,423	)	(1,816	)
Secondary Income: Credit	5,808		5,483		6,057		5,657		5,843
Secondary Income: Debit	6,654		6,909		6,194		7,080		7,659
Capital Account	10,158		4,457		5,891		10,423		10,586
Capital account: Credit	10,788		5,171		6,362		11,785		11,579
Capital account: Debit	630		714		471		1,362		993
Financial Account	603		1,347		(2,360	)	1,684		8,872
Direct investment assets	4,388		12,813		3,431		1,592		3,388
Direct investment liabilities	13,530		16,639		10,182		14,016		13,355
Portfolio investment assets	9,961		(5,536	)	1,194		392		(282	)
Equity securities	9,033		(5,777	)	155		(1,189	)	(688	)
Debt securities	928		241		1,039		1,581		406
Portfolio investment liabilities	7,091		(2,189	)	5,413		(3,310	)	(11,322	)
Equity securities	3,744		(2,459	)	1,221		713		4
Debt securities	3,347		270		4,192		(4,023	)	(11,326	)
Other investment assets	4,600		2,487		5,726		5,190		1,526
Monetary authorities	0		227		(230	)	0		(3	)
Central and local government	34		220		16		1,081		770
MFI (excluding Central Bank)	30		298		444		2,922		(742	)
Other sectors	4,536		1,742		5,496		1,187		1,501
Other investment liabilities	(2,213	)	14,572		(11,031	)	(112	)	1,921

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	2015		2016		2017		2018		2019
	(EUR millions)
Monetary authorities	(72	)	15,082		(10,157	)	1,865		1,544
Central and local government	(17	)	(70	)	(650	)	(911	)	(769	)
MFI (excluding Central Bank)	(1,742	)	(1,874	)	(2,341	)	(3,094	)	(3,247	)
Other sectors	(382	)	1,434		2,117		2,028		4,393
Financial derivatives	(879	)	175		(1,004	)	(1,124	)	(1,016	)
Official Reserve Assets	941		20,430		(7,143	)	6,228		9,210
Net errors and omissions	(7,180	)	(865	)	(8,541	)	(3,693	)	(4,191	)

Source: NBP

Foreign Direct Investment (“FDI”)

FDI comprises transactions on shares in direct investment entities (including purchases of such shares), reinvestment of earnings and a balance of transactions on debt instruments.

The inflow of FDI to Poland is based on data reported by companies and by banks. Annual figures on FDI are set according to the OECD Benchmark Definition of Foreign Direct Investment, 4th edition. The following table sets out the inflow of FDI to Poland for the periods indicated:

	Components of FDI inflow
	Equity		Reinvestment of earnings	Debt instruments		Total (net)
	(EUR millions)
Year
2014	3,177		6,198	1,380		10,755
2015	5,229		6,966	1,563		13,758
2016	1,776		8,549	3,855		14,181
2017	(938	)	9,172	(92	)	8,142
2018	2,616		8,864	339		11,818

Source: NBP

In 2018, the net FDI inflows in Poland amounted to EUR 11,818 million. The inflows from EU countries amounted to EUR 10,989 million, primarily from the Netherlands and Luxembourg. Net inflows from countries outside the EU amounted to EUR 829 million, with the most significant inflows from Switzerland.

Inflows of FDI in 2018 were mainly attributable to: (i) reinvestment of earnings amounting to EUR 8,864 million; (ii) net inflows of equity of EUR 2,616 million; and (iii) net inflows of capital against debt instruments (other capital) of EUR 339 million.

The following table sets out the inflow of FDI to Poland from selected countries in 2018:

	Components of FDI inflow
	Equity capital		Reinvested earnings	Other capital		Total (net)
	(U.S.$ millions)
Country
Total	3,086		10,455	399		13,940
EU	2,701		9,749	514		12,963
Netherlands	2,863		1,989	3,897		8,749
Germany	(598	)	2,695	(232	)	1,865
Luxembourg	147		1,372	540		2,060
France	475		697	(1,327	)	(155	)
Austria	(505	)	208	(150	)	(448	)
United Kingdom	14		527	(929	)	(388	)
Ireland	(2	)	36	(426	)	(391	)
Outside of the EU	385		707	(114	)	978
Switzerland	508		252	(268	)	492

Source: NBP

In 2018, the most significant inflow of investment was in the manufacturing sector, which amounted to U.S.$5,953 million. There were also significant inflows from wholesale and retail trade; repair of motor vehicles

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and motorcycles (U.S.$3,868 million) and from professional, scientific and technical activities (U.S.$1,793 million). The following table sets out the inflow of FDI to Poland in selected sectors in 2018:

	Components of FDI inflow
	Equity capital		Reinvested earnings	Other capital		Total (net)
	(U.S.$ millions)
Economic activity
Manufacturing	820		4,572	561		5,953
Professional, scientific and technical activities	(25	)	901	918		1,793
Information and communication	(235	)	374	(1,630	)	(1,490	)
Wholesale and retail trade; repair of motor vehicles and motorcycles	2,312		1,677	(122	)	3,868
Real estate activities	286		747	(280	)	754
Financial and insurance activities	(588	)	1.595	(149	)	858
Transportation and Storage	239		241	236		716
Electricity, gas, steam and air conditioning supply	72		128	60		260
Other service activities	(2	)	14	(9	)	4
Total	3,086		10,455	399		13,940

Source: NBP

Inflow of FDI in 2018 was mainly attributable to: (i) reinvested earnings amounting to U.S.$10,455 million; (ii) net inflow of equity of U.S.$3,086 million and (iii) net inflow of capital against debt instruments (other capital) of U.S.$399 million.

Portfolio Investment Liabilities

In the first six months of 2019, the balance on foreign portfolio investment was negative and amounted to U.S.$4.1 billion. The balance of non-resident investment in debt securities was also negative and stood at U.S.$5.0 billion, mostly in Treasury Bonds issued in the domestic market (U.S.$4.7 billion). Net inflow of non-resident investment in equity securities was U.S.$0.9 billion, primarily of equity securities issued by the enterprise sector.

As at June 30, 2019, Poland’s portfolio investment liabilities was U.S.$166.6 billion. Foreign portfolio investment holdings of Polish debt securities amounted to U.S.$116.5 billion and of equity securities to U.S.$50.1 billion. The main holders of Polish debt securities issued in the domestic market originated from Japan, Luxembourg, the United Kingdom, the United States, the Netherlands, Ireland and Germany. Non-resident holders (other than direct investors) of Polish equity securities originated mainly from the United States, France, Luxembourg and the United Kingdom.

Foreign Trade

Exports accounted for 47.6 percent of GDP in 2014, 49.5 percent in 2015, 52.2 percent in 2016, 54.3 percent in 2017 and 55.6 percent in 2018. Imports constituted 46.1 percent of GDP in 2014, 46.4 percent in 2015, 48.2 percent in 2016, 50.2 percent in 2017 and 52.2 percent in 2018.

Focus of Trade

In 2018, trade with EU countries accounted for 80.6 percent of exports and 58.8 percent of imports. Germany is Poland’s largest trading partner, accounting for 28.2 percent of exports and 22.6 percent of imports. Trade with other EU countries accounted for 52.4 percent of exports and 36.2 percent of imports.

The most significant export items in 2018 were machinery and transport equipment (cars, vehicles, ships, boats, parts and accessories for motor vehicles), manufactured goods and miscellaneous manufactured articles (other consumer goods). The most significant imported items are similar to those which dominate exports, with chemicals and related products playing a relatively more important role than in exports.

The following table sets out, on a percentage basis, the geographic distribution of Poland’s exports and imports for the years indicated:

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	2015		2016		2017		2018		2019*
	Export	Import	Export	Import	Export	Import	Export	Import	Export	Import
Developed Countries:
Germany	27.1	22.9	27.4	23.3	27.5	23.1	28.2	22.6	27.6	21.8
United Kingdom	6.7	2.7	6.7	2.6	6.4	2.4	6.2	2.4	6.2	2.3
Other EU countries	45.6	34.4	45.7	35.3	46.1	34.9	46.2	33.8	46.0	33.6
Other developed countries	6.3	6.9	6.5	7,0	6.6	7.3	6.5	7.1	6.8	7.8
Total developed countries	85.7	66.9	86.3	68.2	86.6	67.7	87.1	65.9	86.6	65.5
Central and Eastern Europe:
CEFTA(1)	0.6	0.2	0.7	0.3	0.7	0.3	0.7	0.4	0.7	0.4
Russia	2.9	7.3	2.8	5.8	3.0	6.4	3.0	7.1	3.2	6.2
Other Central and Eastern Europe(2)	2.5	1.3	2.7	1.4	2.1	1.2	2.1	1.4	2.2	1.3
Total Central and Eastern Europe	5.3	8.6	5.5	7.2	5.8	7.9	5.8	8.9	6.1	7.8
Developing countries	9.0	24.5	8.2	24.6	7.6	24.4	7.1	25.2	7.3	26.6
Total	100.0	100.0	100.0	100.0	100.0	100.0	100.0	100.0	100.0	100.0

Notes:

(*)Preliminary data.

(1)In 2006, the Central European Free Trade Agreement (“CEFTA”) consisted of Bulgaria, Romania, Croatia and Macedonia. From 1 May 2007 to July 2013, the CEFTA consisted of Albania, Bosnia and Herzegovina, Croatia, Macedonia, Moldova, Montenegro, Serbia and Kosovo. Since 1 July 2013, the CEFTA no longer includes Croatia following Croatia’s accession to the EU.

(2)“Other Central and Eastern Europe” includes European countries of the former Union of Soviet Socialist Republics.

Source: Statistics Poland

Trade Policy

Since Poland’s accession to the European Union on May 1, 2004, Poland has applied the EU’s Customs Tariff.

The Common Customs Tariff specifies tariff classification rules and customs rates for each Combined Nomenclature (“CN”) code describing goods. Each economic operator that operates in Poland is obliged to comply with the Common Customs Tariff if its activity consists of the import or export of goods, regardless of whether they are domestic or foreign economic operators.

The Common Customs Tariff is binding in its entirety and directly applicable in all EU Member States, including Poland.

Since January 1, 2020, the Commission Implementing Regulation (EU) No 2019/1776 of October 9, 2019 amending Annex I to Council Regulation (EEC) No 2658/87 on the tariff and statistical nomenclature and on the Common Customs Tariff (OJ L 280 of September 31, 2019) has governed the Common Customs Tariff.

Official Reserves

Poland’s official reserves were U.S.$128.4 billion in 2019, U.S.$117.0 billion in 2018 and U.S.$113.3 billion in 2017. The Government considers these reserves to be adequate based on Poland’s short-term external debt and the months of import coverage these reserves provide.

The following table sets out certain information in U.S. dollar equivalents regarding Poland’s official reserve assets at the end of the periods indicated.

	Official Reserve Assets(1) Excluding Monetary Gold	Official Reserve Assets of Monetary Gold	Total Official Reserve Assets	Months of Import Coverage(2) in Total Official Reserves Assets
	(U.S.$millions)	(U.S.$millions)	(U.S.$millions)
2015	91,405.8	3,515.3	94,921.1	6.0
2016	110,554.6	3,837.0	114,391.6	7.1
2017	108,986.8	4,292.1	113,278.9	6.0
2018	111,664.1	5,300.5	116,964.6	5.4
2019	117,209.1	11,195.9	128,405.0	6.0

(1)Including Poland’s reserve position in IMF.

(2)Based on average imports of goods.

Source: NBP

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Exchange Rate Policy

The following table sets out the official NBP exchange rate between the złoty and the U.S. dollar for the periods indicated:

	2015	2016	2017	2018	2019
End of period	3.9011	4.1793	3.4813	3.7597	3.7977
Average	3.7701	3.9431	3.7777	3.6134	3.8395

Source: NBP

The following table sets out the official NBP exchange rate between the złoty and the euro for the periods indicated:

	2015	2016	2017	2018	2019
End of period	4.2615	4.4240	4.1709	4.3000	4.2585
Average	4.1839	4.3625	4.2576	4.2623	4.2980

Source: NBP

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MONETARY AND FINANCIAL SYSTEM

Structure and Development of the Polish Banking System

Poland had 30 commercial banks (14 with majority Polish ownership and 16 with majority foreign ownership), 536 co-operative banks and 33 branches of foreign credit institutions operating in Poland as of January 2020. Commercial banks dominate the banking sector and comprise 89.3 percent of the banking sector’s assets, 46.0 percent of which belonged to foreign-controlled banks, including branches of credit institutions. Co-operative banks, which are numerous but small, formed Institutional Protection Schemes in 2016 and since then have been progressing towards integration and improving their competitive position in relation to commercial banks. The five largest banks comprise 50.7 percent of the sector’s assets. Three domestic banks performed services abroad either through a subsidiary or a branch; however, the scope of this activity was fairly limited and did not influence overall financial results of the sector.

The Polish banking sector’s earnings and profitability were high compared to current European averages. Despite the persistent low interest rate environment, the net interest margin ratio has been rising over the past four years, recently reaching 2.63 percent. Although profitability has slightly fallen in the past year as a result of shrinking non-interest margin and higher contributions to guarantee funds, it is still significantly higher than the EU average. In January 2020, the annualized return on assets was 0.76 percent.

Lending to non-financial customers increased by 5.4 percent(1) year-on-year and was slightly lower than the growth of nominal GDP. It continued to support sustainable economic growth without giving rise to imbalances in the economy or in the financial system. Corporate loans increased by 5.4 percent year-on-year, consumer loans by 9.3 percent, and residential housing loans by 5.9 percent, of which złoty-denominated housing loans grew by 12.3 percent and foreign currency-denominated housing loans decreased by 7.9 percent. Since 2011, new housing loans are being granted almost entirely in złoty. As a result, the share of foreign currency housing loans in the total stock of housing loans decreased to 29 percent, or 5.7 percent of GDP, compared to a high of over 70 percent of the total housing loan portfolio, or 10 percent of GDP, in 2009. The ratio of loans to the non-financial sector to GDP was stable and reached about 50 percent in 2019. Since the end of 2008, the ratio has increased by approximately five percentage points.

The quality of the Polish banking sector’s assets remained relatively high and was gradually improving, supported by the favorable performance of the corporate sector and significant improvement in the labor market. Housing loan portfolios outperformed other loan portfolios, with the NPL ratio (2.4 percent) much lower than the average for the non-financial sector loans (6.8 percent). The coverage ratio of impaired loans by provisions amounted to about 59 percent, and may be regarded as high, taking into account the average collateralization of loans.

Banks continued strengthening the funding structure in 2019, i.e., increasing the share of local funding, mainly non-financial sector deposits, compared to foreign currency deposits and loans of financial non-residents. The loan to deposit ratio decreased and amounted to approximately 93 percent. Specialized banks pursued issuances of covered bonds, but market funding is still a minor source of financing in the Polish banking sector.

The Polish banking sector remained well-capitalized in 2019. The average Total Capital Ratio (TCR) was 18.4 percent and Tier 1 capital ratio was 16.3 percent. Even though capital ratios within the Polish banking sector stayed close to the EU average, banks in Poland were, in fact, better capitalized since they applied more conservative risk weights. The ratio of risk-weighted assets to total assets in Poland was significantly higher than the EU average (60 percent) and the average leverage (assets over equity) for Polish banks visibly lower (10 percent). Stress tests conducted regularly by the NBP and published semi-annually confirm that the banking sector in Poland is resilient to severe macro and financial market shock scenarios.

The National Bank of Poland

The NBP is the central bank of Poland. Its tasks are stipulated in the Constitution of the Republic of Poland of April 2, 1997, the Act on Narodowy Bank Polski of August 29, 1997 (the “NBP Act”) and the Banking Act of August 29, 1997 (the “Banking Law”), consistent with the EU standards. EU law, the Constitution of the

(1) All data on loan volume changes quoted in this paragraph are exchange rate adjusted.

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Republic of Poland and the NBP Act all confirm the NBP’s independence, which is essential for the credibility of the central bank. According to the Constitution, the NBP has the exclusive right to issue money as well as to formulate and implement monetary policy. In line with the NBP Act, it provides banking services to the state budget. Although the NBP may act as a financial agent to the Government, it is not regarded as liable for the obligations of the State Treasury in this respect. The NBP is also responsible for establishing the necessary conditions for the development of the banking system. Following an amendment to the NBP Act in 2015, the NBP has been assigned the task of acting to ensure the stability of the financial system as well as eliminating or reducing the systemic risk.

The NBP has three governing bodies, the President, the MPC and the Management Board. The President of the NBP is appointed by the Sejm (lower chamber of the Polish Parliament) at the request of the President of the Republic of Poland for a six-year term, with strictly limited rights of removal. Adam Glapiński was officially appointed President of the NBP by the Sejm on June 10, 2016, and took office on June 21, 2016, after taking an oath of allegiance to the Sejm. The President of the NBP is the chairman of the two other governing bodies of the NBP as well as of the Financial Stability Committee in the area of the macroprudential supervision. Under the NBP Act, the powers of the President of the NBP are separated from those of the MPC and the Management Board of the NBP.

Monetary policy decisions are made by the MPC. According to the Constitution and the NBP Act, the MPC formulates annual monetary policy guidelines and submit these to the Sejm together with the draft Budget Act submitted by the Council of Ministers. Based on these guidelines, the MPC makes monetary policy decisions, in particular on interest rates, required reserve ratios and remuneration rate on the reserve holding. In addition, the Constitution requires that within 5 months following the end of the fiscal year, the MPC must submit a report to the Sejm on the achievement of the monetary policy goals. The MPC also issues a triannual Inflation Report, which presents the MPC’s assessment of the macroeconomic conditions influencing inflation developments.

The MPC consists of the President of the NBP as chairman and nine members from outside the NBP, appointed, in equal numbers, by the Polish President, the Sejm and the Senate for a period of 6 years. The tenure of eight of the current members and the chairman began throughout 2016. The principles for setting the exchange rate of zloty are set by the Council of Ministers (i.e., the Government) in consultation with the MPC. The NBP Management Board performs tasks concerning the foreign exchange policy. The NBP publishes current exchange rates for foreign currencies and rates for other types of foreign exchange and performs its function of central foreign exchange authority by holding and managing the official foreign exchange reserves, and by conducting banking operations and taking other measures to ensure the safety of foreign exchange operations and international payments liquidity.

The NBP Management Board’s core responsibilities involve implementing the resolutions of the MPC, supervising open market operations, performing tasks concerning the exchange rate policy and analyzing the stability of Poland’s financial system. The Management Board consisting of the President of NBP and six to eight members, of which two are vice presidents. In line with the Management Board’s mandate regarding financial stability set forth in the NBP Act, the Bank produces a semi-annual Financial Stability Report, which analyzes the resilience of the domestic financial system, in particular the banking sector, against potential or materialized financial and macroeconomic shocks. The reports take into account a wide range of financial and macroeconomic indicators which are largely based on data received directly from financial institutions and supported with the NBP’s own quantitative and qualitative research.

Financial Stability Committee - macroprudential authority

Pursuant to the Act on Macroprudential Supervision over the Financial System and Crisis Management, which came into effect November 1, 2015, the Financial Stability Committee (“FSC”) is the macroprudential authority in Poland. The FSC is a collegial body where four main financial safety net institutions are represented: National Bank of Poland (NBP), the Ministry of Finance, the Polish Financial Supervision Authority and the Bank Guarantee Fund. The President of NBP is the chairman of the Committee in the area of macroprudential supervision. The secretariat for the FSC is provided by the NBP.

The primary task of the FSC is to identify, assess and monitor systemic risk stemming from the financial system or its environment, as well as, to undertake actions in order to limit such risk by means of macroprudential

23

instruments. For this purpose, the Committee may deploy “soft law” instruments, i.e., issue recommendations or present statements.

Recommendations are issued when the FSC wants to indicate the necessity to take measures aimed at mitigating the identified systemic risk. Addressees of the recommendations can be only institutions that make up the FSC, that is, institutions that have the possibility to take supervisory and regulatory measures in order to stabilize the domestic financial system. Recommendations are not legally binding; however, they are backed by the “comply or explain” mechanism.

Statements are presented when a high level of systemic risk is identified and the FSC finds it necessary to inform the Government about the source of this risk and the possible consequences for the financial system. The range of addressees of the statement is wide and includes both institutions that make up the FSC and entities of the financial system. The presentation of a statement may serve only as a communication instrument, but it should also encourage the competent authorities or economic agents to take corrective action to limit the build-up of systemic risk.

The Committee holds its meetings every quarter. Information on its activity is available at: http://www.nbp.pl/macroprudentialsupervision/index.aspx.

The FSC as a Polish macroprudential authority cooperates with the European Systemic Risk Board (ESRB), other European Union authorities, macroprudential authorities of the Member States or third countries, as well as international institutions.

Monetary Policy

The primary objective of the NBP’s monetary policy is to maintain price stability while supporting the economic policy of the Government. While striving to maintain price stability, the NBP pursues the inflation targeting strategy under the floating exchange rate regime. At the same time, monetary policy is conducted in a way that fosters sustainable economic growth and financial stability.

The MPC sets a numerical medium-term target for inflation and meets 11 times per year, to discuss the economic conditions and outlook, and, after analysing risks to price stability, either takes no action or adjusts the monetary policy instruments. According to the MPC Monetary Policy Guidelines, the principal instrument of monetary policy is the NBP interest rates. Since 2004, the medium-term inflation target has been set at 2.5 percent, with a symmetrical band for deviations of ±1 percentage point. The target is defined over a medium-term horizon and in terms of annual growth of CPI. Every year, the MPC also publishes Monetary Policy Guidelines, providing an outline for the monetary policy in the coming year.

This outline is fully compatible with the medium-term strategy. Since the introduction of the medium-term target of 2.5 percent ±1 percentage point, average CPI inflation in Poland has amounted to 2.0 percent. In 2019, average annual CPI inflation amounted to 2.3 percent, thus remaining in line with the NBP target. Core inflation (excluding food and energy prices), remained moderate in 2019, reaching an average of 2.0 percent. According to the MPC assessment, following a temporary rise driven by supply and regulatory factors, inflation is expected to decrease and move close to the target in the monetary policy transmission horizon.

Monetary Policy Implementation

The NBP’s interest rates are the principal instrument of monetary policy with regard to reaching predetermined inflation targets in Poland. By setting the level of these rates, the MPC influences the level of short-term money market interest rates.

The NBP’s reference rate determines the yield obtainable on open market operations. Due to a liquidity surplus prevailing in the Polish banking sector, open market operations are used to absorb excess liquidity from the interbank market. Starting from 2008, open market operations have been conducted on such a scale as to enable the Polish Overnight Index Average (“POLONIA”) to run close to the NBP’s reference rate.

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The NBP’s open market operations can be divided into the following three categories:

·main open market operations, which are undertaken on a weekly basis in the form of issuances of NBP bills with seven-day maturities. A fixed rate at the level of the NBP’s reference rate is binding during tenders;

·fine-tuning open market operations that may be conducted with the aim of limiting the volatility of short-term market interest rates. This may involve liquidity-absorbing operations (issuance of NBP bills, reverse repo transactions) or liquidity-providing operations (redemption of NBP bills before maturity, repo transactions). The maturity and yield of these operations, as well as the exact manner in which they are carried out, depend on the situation in the banking sector; and

·structural open market operations which may be conducted in order to affect the long-term liquidity structure of the banking sector. If necessary, the NBP can issue bonds or purchase or sell securities on the secondary market.

The following table sets out details of interest rates set by the NBP and changes made to them since 2009:

	Lombard Rate	Reference Rate	Deposit Rate
	(%)
Effective Date
January 28, 2009	5.75	4.25	2.75
February 26, 2009	5.50	4.00	2.50
March 26, 2009	5.25	3.75	2.25
June 25, 2009	5.00	3.50	2.00
January 20, 2011	5.25	3.75	2.25
April 6, 2011	5.50	4.00	2.50
May 12, 2011	5.75	4.25	2.75
June 9, 2011	6.00	4.50	3.00
May 10, 2012	6.25	4.75	3.25
November 8, 2012	6.00	4.50	3.00
December 6, 2012	5.75	4.25	2.75
January 10, 2013	5.50	4.00	2.50
February 7, 2013	5.25	3.75	2.25
March 7, 2013	4.75	3.25	1.75
May 8, 2013	4.50	3.00	1.50
June 6, 2013	4.25	2.75	1.25
July 4, 2013	4.00	2.50	1.00
October 9, 2014	3.00	2.00	1.00
March 4, 2015	2.50	1.50	0.50
March 17, 2020	1.50	1.00	0.50
April 8, 2020	1.00	0.50	0.00

Source: NBP

The latest easing cycle started in late 2012. Since then, interest rates have been cut on 12 occasions, bringing the reference rate to 0.50 percent in April 2020. In response to the negative economic impact of COVID-19, the MPC decided to ease monetary conditions in March and April 2020 by decreasing interest rates. According to the information from the meeting of the Monetary Policy Council (“MPC”) held on April 8, 2020, the NBP will continue to provide liquidity to the banking sector using repo transactions and will purchase government securities and government-guaranteed debt securities on the secondary market. Furthermore the NBP will offer bill discount credit aimed at refinancing loans granted to enterprises by banks. These measures are intended to ease financing conditions in the economy, to mitigate the negative economic impact of COVID-19, to reduce the risk of inflation falling below the NBP inflation target in the medium term and to support macroeconomic and financial stability.

Bank Regulation

With effect from January 1, 2008, banking supervision has been carried out by the Polish Financial Supervision Authority (PFSA) as stipulated in the Act of July 21, 2006, on the Supervision of the Financial Market (the “Financial Market Supervision Act”).

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According to Article 4, paragraph 1 of the Financial Market Supervision Act, the PFSA’s responsibilities comprise the following:

·exercising supervision over the financial market;

·taking actions to foster the proper operation of the financial market;

·taking actions to promote the development of the financial market and its competitiveness;

·taking actions to support the development of the financial market innovation;

·taking educational and informative actions related to the operation of the financial market to protect the legitimate interests of participants of the financial market;

·participating in the preparation of legal acts relating to financial market supervision;

·creating opportunities for the amicable and conciliatory dissolution of disputes between the participants of the financial market, including, in particular, disputes arising from contractual relationships between the entities subject to the PFSA’s supervision and the customers buying their services;

·cooperation with the Polish Audit Supervision Agency (Polska Agencja Nadzoru Audytowego), including providing information to the extent necessary to carry out certain market monitoring tasks; and

·other statutory tasks.

Credit Unions

Deposit-taking institutions in Poland include credit unions. Credit unions form a system that is almost entirely separated from the banking sector, both in terms of regulatory framework (they have specific regulations beyond the Banking Act, however some provisions of the Banking Act apply accordingly) and economic links. Credit unions constitute a relatively small part of the Polish financial system and as of December 2019, the ratio of assets of the 25 credit unions operating in Poland to the total banking sector assets stood at less than 0.5 percent. Due to their small size and the virtual absence of any links with other financial institutions, credit unions should not pose systemic risk.

As of December 31, 2019, PLN 4.37 billion of disbursements of covered deposits were made from the Bank Guarantee Fund (“BGF”) to customers of 11 failed credit unions. The BGF also provided the banks that took over failed credit unions with unlimited guarantees covering any losses resulting from the takeovers, as well as subsidies. Provision of such disbursements and guarantees may continue in the future due to the ongoing restructuring of the credit union sector.

FX housing loans portfolio

In the years 2007-2008, in the period when the Polish złoty remained strong in relation to foreign currencies, a marked increase in FX housing loans was observed, in CHF in particular. This increase was a result of both demand and supply factors, including housing aspirations of the society, differences in the interest rates and expectations of Poland’s forthcoming accession to the Eurozone. Since the end of 2011, as a consequence of the changes in strategies of banks and the activities of the supervisory authority and the NBP, lending in the housing loans segment has focused almost exclusively on loans in the Polish złoty. As of December 2019, the value of the FX housing loans portfolio represents 5.5 percent of banking sector assets.

The Financial Stability Committee (“FSC”) assesses that, in economic terms, the FX loans portfolio has not generated significant risk to the stability of the financial system. As of December 2019, the financial standing of the majority of households that took out loans in foreign currencies was good and their resilience to exchange rate shocks remained high. This is primarily attributable to high initial income buffers, high growth in nominal wages throughout lending period and low interest rates in foreign currencies. As a result, FX housing loans exhibited good repayment rate and the NPL ratio was only slightly higher than for Polish złoty loans.

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In 2019, the Court of Justice of the EU (the “CJEU”) ruled on the possible consequences of unfair clauses in certain FX mortgage loan agreements, including annulment. The CJEU’s ruling, however, left up to Polish courts to determine on a case-by-case basis whether a given clause is unfair and which consequences to apply. This ruling, although not decisive on the legal assessment of potential unfairness of indexation clauses, has led to an increase in the number of court cases against banks and result in higher provisions — regardless of the real credit risk and NPL’s level. Capital buffers accumulated following FSC recommendation should, however, lower the impact of potential costs on banks’ activity. Taking into consideration both pending and potential court cases, several Polish banks have recently made provisions related to costs resulting from litigation.

Moreover, on January 1, 2020, an amendment to the Act dated October 9, 2015, on support to borrowers in difficult financial situation, who took out housing loans (the “Act on Support to Borrowers”) entered into force. The aim of this legislation is to support borrowers who took out housing loans, regardless the currency, and are in difficult financial situation. The Act on Support to Borrowers defines the rules of granting repayable financial support (covering installments) and loans to borrowers in difficult financial situation. This amendment facilities the process of receiving support from the Borrowers Support Fund (the “BSF”) by decreasing the threshold of eligibility to obtain the financial support, increasing the maximum monthly payment by the BSF from PLN 1,500 to PLN 2,000 and extending the maximum timespan of the support (36 months instead of 18 months). In certain circumstances, the BSF’s council may cancel the receivables due from the borrowers to the BSF.

Polish banks have implemented certain measures in response to COVID-19, including the option to postpone payment of credit installments. Depending on the bank, customers may request the deferral of the payment of installments and/or interest for three to six months. See “Recent Developments—COVID-19”.

Capital Markets

Warsaw Stock Exchange

In 1991, Poland established the Warsaw Stock Exchange (the “WSE”). The WSE operates the main market and also acts as the operator of an alternative market called NewConnect (established in August 2007) for smaller companies. In November 2010, the WSE went public and its shares were self-listed.

In September 2009, the WSE launched CATALYST, the first organized market in debt securities in Poland and a unique market of its kind in Central and Eastern Europe. The system facilitates and optimizes issuances of, as well as trading in, corporate and municipal bonds. BondSpot SA, a subsidiary of the WSE, also operates the Treasury BondSpot Poland, which is a wholesale market dedicated to trading in Treasury bonds and Treasury bills.

According to the WSE, it is now the largest national financial instruments exchange in Central and Eastern Europe (including Poland, the Czech Republic, Slovakia, Slovenia, Bulgaria, Romania, Austria and Hungary) and in recent years has been one of the fastest-growing exchanges in Europe. The WSE offers a wide range of products and services within its trading markets of equities, derivatives, debt and structured products, electricity, natural gas and property rights, as well as the clearing of transactions, operation of the Register of Certificates of Origin of electricity, and the sale of market data.

As of February 3, 2020, there were 448 companies listed on the WSE (400 local members and 48 foreign members) and, of a total of 47 investment firms conducting their activities under Polish law, nine were banks conducting brokerage activities and the remainder were independent entities. In January 2020, there were 3,145 licensed brokers of securities and 765 licensed investment advisers.

Foreign investors may trade on the WSE on the same terms as domestic investors and may freely repatriate trading profits in a foreign currency.

Development of the Polish capital markets resulted in upgrading Poland’s status to “developed market” in the indices run by FTSE Russell as part of the September 2017 FTSE Country Classification annual review of markets. Receiving the status of a “developed market” by Poland was the first such event in almost a decade. Moreover, Poland is the first country from the CEE region for which the “developed market” status was updated by FTSE Russell. Since the date of promotion, major Polish companies have been included in the FTSE Developed Index.

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In 2019 Poland has adopted a capital markets development strategy, prepared with support from the EU and the EBRD. The strategy is in line with the Strategy for Responsible Development adopted by the Government in 2017. The document sets out 90 steps to make the local capital markets more efficient including steps to improve the regulatory environment and measures to develop the market infrastructure and introduce new products and services.

Treasury securities

Treasury bonds and bills denominated in PLN are sold at regular auctions by the State Treasury. The primary domestic market is based on a selected group of banks acting as primary dealers.

The following table sets forth certain information with respect to the sale of treasury securities on the domestic market for the periods indicated:

	Q1 2019	Q2 2019		Q3 2019	Q4 2019		2019
	(nominal amount, PLN billions)
Gross sales of Treasury securities
Treasury bonds	45.7	33.1		33.6	22.4		134.8
Treasury bills	0	0		0	0		0
Total	45.7	33.1		33.6	22.4		134.8
Net sales of Treasury securities
Treasury bonds	21.0	(0.4	)	4.6	(4.4	)	20.8
Treasury bills	0	0		0	0		0
Total	21.0	(0.4	)	4.6	(4.4	)	20.8

Source: Ministry of Finance

Treasury bonds are traded on three secondary markets: the non-regulated over-the-counter (OTC) market, the Treasury BondSpot Poland electronic platform, and on regulated markets of the WSE and BondSpot S.A. In 2019, Treasury bonds were primarily traded on the OTC market (97.6 percent of total trading volume), while the shares of Treasury BondSpot Poland’s electronic platform and the regulated markets of the WSE and BondSpot S.A. in the total Treasury bond trading volume amounted to 2.4 percent and approximately 0.01 percent, respectively. The principal holders of State Treasury debt at the end of December 2019 were foreign investors with PLN 392.2 billion (40.3 percent), the domestic banking sector with PLN 321.3 billion (33.0 percent) and domestic non-banking investors with PLN 259.8 billion (26.7 percent).

The average time to maturity (“ATM”) and duration of domestic marketable debt increased from 4.49 and 3.03 years at the end of December 2018, respectively, to 4.53 and 3.10 years, respectively, at the end of December 2019. The average time to refixing (“ATR”) of domestic marketable debt decreased from 3.27 years at the end of December 2018 to 3.18 years at the end of December 2019. The level of interest rate risk for foreign debt does not pose a threat to minimizing costs, as the sensitivity of foreign currency debt servicing costs to changes in interest rates is limited (ATR at 4.89 years and duration of 4.75 years at the end of December 2019).

The following table sets out the ATM, ATR and duration of State Treasury debt as of the dates indicated:

	As of December 31,
	2015	2016	2017	2018	2019
ATM
Domestic debt	4.27	4.36	4.49	4.49	4.53
Foreign debt	6.88	6.92	6.46	6.08	6.11
Total	5.22	5.27	5.12	4.98	4.99
ATR
Domestic debt	3.24	3.35	3.33	3.27	3.18
Foreign debt	4.98	5.23	4.92	4.65	4,98
Total	3.87	4.02	3.84	3.69	3.67
Duration (1)
Domestic debt	3.04	3.07	3.04	3.03	3.10
Foreign debt	4.54	4.71	4.49	4.32	4.75
Total	3.61	3.70	3.54	3.45	3.60

(1)Excludes inflation-linked bonds

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Source: Ministry of Finance

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PUBLIC FINANCE

The Polish public finance system is comprised of the State budget, local budgets, extra-budgetary units, agencies and other entities. It is divided into three sub-sectors: central, local and social security. There are some differences in the scope of the sector and accounting methods as compared to the general government sector (as defined in the EU’s European System of Accounts 2010 (“ESA 2010”)).

The Polish methodology differs from ESA 2010 in two significant respects:

·under ESA 2010, revenues and expenditures are calculated on an accrual basis, whereas a cash basis is used under the Polish methodology; and

·the scope of the public sector is defined differently under the two methodologies, for example funds formed within annual reports of BGK (i.e., the National Road Fund and the Railway Fund) and the Bank Guarantee Fund, are excluded under Polish methodology and included under ESA 2010).

Fiscal policy in Poland is conducted within limitations contained in the provisions of the national and EU law, comprising:

·the upper limit of the state budget expenditure - which is set for the next year based on the stabilizing expenditure rule contained in the Public Finance Act of 27 August 2009 (Journal of Laws of 2016, item 1870, as amended);

·reference values for the general government nominal deficit (3 percent of GDP) and the general government debt (60 percent of GDP), and attaining the medium-term budgetary objective at the level of -1 percent of GDP.

The achievement of sustainable public finance, which constitutes the primary goal of the Government, requires, among other steps, further strengthening of the institutional framework for fiscal policy. Therefore Poland adopted the stabilizing expenditure rule (“SER”) in 2013, see “Public Finance—Public Finance System and Taxation System—Stabilizing Expenditure Rule” below. The rule was used in an auxiliary way in the process of designing the state budget for 2014. Formally, the rule was introduced in the 2015 budget. The SER contributes to a reduction of the excessive general government deficit and the pursuit of fiscal consolidation.

Fiscal performance in 2019

According to detailed data published by Eurostat and Statistics Poland in January 2020, in the first three quarters of 2019 the general government sector showed a surplus of PLN 12.1 billion (0.7 percent of GDP), compared to a surplus of PLN 7.5 billion in the corresponding period of 2018 (0.5 percent of GDP). In 12-month terms, the general government outcome was almost balanced (-0.02 percent of GDP). Following the preliminary estimates, released on April 1, 2020 by the Statistics Poland, the deficit of the general government sector in 2019 was at 0.7% of GDP.

The outcome after three quarters of 2019 was the result of a higher dynamic of revenues (the increase by 8.9 percent compared with the same period of 2018) than expenditure (an increase of 8.3 percent year-on-year).

In general, revenues, according to the ESA2010 methodology, were at PLN 684.5 billion and expenditures PLN 672.5 billion.

General Government Balance

The following table sets out the general government balance (calculated pursuant to ESA 2010) for the years indicated:

	2014		2015		2016		2017		2018
	(as % of GDP)
General government balance	(3.6	)	(2.6	)	(2.4	)	(1.5	)	(0.2	)
Central government	(2.3	)	(2.1	)	(2.5	)	(3.6	)	(0.6	)
Local government	(0.3	)	(0.1	)	0.3		0.1		(0.3	)
Social security funds	(1.1	)	(0.4	)	(0.1	)	2.1		0.6

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	2014		2015		2016		2017		2018
	(PLN millions)
General government balance	(62,729	)	(47,090	)	(44,097	)	(29,025	)	(5,036	)
Central government	(39,149	)	(38,217	)	(47,378	)	(72,081	)	(11,667	)
Local government	(4,814	)	(992	)	5,050		2,086		(6,622	)
Social security funds	(18,766	)	(7,881	)	(1,769	)	40,970		13,253

Source: Statistics Poland

The following table sets out State budget revenues and expenditures using the Polish methodology for the years indicated:

	2016		2017		2018		2019(1)		2020(2)
	(PLN billions, except as otherwise indicated)
Total revenue	314.7		350.4		380.0		387.7		435.3
Total expenditure	360.8		375.8		390.5		416.2		435.3
Balance	(46.2	)	(25.4	)	(10.4	)	(28.5	)	0.0

	2016		2017		2018		2019(1)		2020(2)
	(as a % of GDP)
Total revenue	16.9		17.6		18.0		17.4		18.3
Total expenditure	19.4		18.9		18.5		18.6		18.3
Balance	(2.5	)	(1.3	)	(0.5	)	(1.3	)	0.0

Notes:

(1)2019 Budget Act.

(2)Ministry of Finance, 2020 Budget Act.

Source: Ministry of Finance, Statistics Poland

The following table sets out certain information regarding total revenues and expenditure for local governments for the periods indicated:

	2015	2016	2017		2018		2019
Total revenue	199,019	213,669	229,879		251,846		278,170
Total expenditure	196,415	206,035	230,166		259,386		279,850
Balance	2,604	7,634	(287	)	(7,540	)	(1,680	)

Source: Ministry of Finance

The State Budget

The Budget Process

The fiscal year for the Government is the calendar year. Under the Constitution, the Council of Ministers must present a draft budget to the Sejm at least three months prior to the start of each fiscal year. The budget then proceeds through the regular legislative process. If a budget has not been approved by the Sejm and the Senate before the beginning of the new fiscal year, the Government is empowered by law to manage public finances on the basis of the draft budget until a budget is adopted. If no budget has been agreed by the Parliament and presented to the President for signing within four months of the Council of Ministers submitting the draft to the Sejm, the President may dissolve the Parliament.

The 2020 Budget Act

The 2020 Budget Act was approved by the Government on February 14, 2020. The 2020 Budget Act envisions the state budget deficit to be PLN 0.0 billion, with state budget revenue estimated to reach PLN 435.3 billion and state budget expenditure at the same level. The budget projects real GDP growth of 3.7 percent.

Stabilizing Expenditure Rule (SER)

The aim of the Stabilizing Expenditure Rule (“SER”) is to ensure the sustainability of public finances in Poland by stabilizing the general government nominal balance in the medium term at the level of the medium-term budgetary objective (which currently is a structural deficit of 1 percent of GDP) (“MTO”) and public debt below predefined thresholds. At the same time, the SER prevents excessive tightening of the fiscal policy, especially under conditions of severe economic slowdown and excessive loosening under favorable economic conditions.

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The SER entered into force at the end of 2013 pursuant to the amendment of the Act on Public Finance and became binding in the budget process for 2015. The introduction of the SER and the accompanying changes to Poland’s domestic fiscal framework ensured compliance with Council Directive 2011/85/EU of 8 November 2011 on requirements for budgetary frameworks of the member states, which obliges member states to use numerical fiscal rules.

Under the SER, the level of permitted expenditure increases in accordance with the medium-term real GDP growth rate multiplied by the CPI inflation (target of the MPC). Moreover, the formula contains projected changes in discretionary revenue measures and an automatic correction mechanism resulting from imbalances in public finances. The medium-term real GDP growth rate is calculated on the basis of eight years, with a six-year retrospective period. As a consequence of incorporating a historical retrospective component into the calculation at the allowed level of expenditure, the SER formula helps mitigate the risk of a cyclical fiscal policy that results from a calculation based solely on the current year’s economic performance. The correction in the formula is applied if there is an imbalance in public finances. An imbalance is defined as: a general government deficit exceeding 3 percent of GDP; the level of national public debt (calculated according to Article 38a of the Public Finance Act) exceeding 43 percent or 48 percent of GDP; or cumulated deviations of the general government nominal balance from the MTO being lower than 6 percent of GDP or higher than 6 percent of GDP.

There are only very limited instances in which the SER does not apply, such as the invocation of martial law or a state of emergency, or a nationwide natural disaster.

The level of expenditure resulting from the rule covers the expenditure of approximately 90 percent of the general government sector, including funds in the BGK and in the BGF, which, according to the EU definition, are included in the general government sector, with the exceptions indicated below. First, the calculation of the level of expenditure excludes budget spending of EU funds and expenditure financed by means of a non-refundable grant from the EU and EFTA countries. Secondly, the costs of those units which do not, as a rule, generate high deficits are also excluded.

As a result, the level of expenditure covers two groups of general government sector institutions. The first group includes: the state budget, the Social Insurance Fund, the Labor Fund, the Pension and Retirement Fund, the Bridging Allowance Fund and the funds established, entrusted or assigned to BGK. The second group is comprised of the National Health Fund, the BGF, local government units and their associations, and entities referred to in Article 139, item 2 of the Public Finance Act. In order to abide by the expenditure limit, the forecast expenditure of the entities listed in group 2 is deducted from the total amount of expenditures.

The Supreme Audit Office (“NIK”), which is an independent state audit body fulfilling the role of an independent fiscal institution (IFI), monitors compliance with the rules described above.

The following table sets out certain information regarding state budget expenditure in nominal terms and as a percentage of GDP for the years indicated:

	2016	2017	2018	2019(1)	2020(1)
	(PLN millions)
Nominal Revenues
Tax Revenue	273,138.4	315,257.4	349,353.8	367,973.0	390,038.7
VAT and other Indirect taxes	193,740.3	226,702.7	248,957.5	256,209.0	274,243.0
Corporate Income Tax	26,381.4	29,758.5	34,640.9	40,300.0	42,000.0
Personal Income Tax	48,232.4	52,668.8	59,558.7	65,275.0	66,555.0
Non-tax Revenue	40,131.3	33,671.7	28,887.9	31,768.0	42,959.6
Dividends	2,814.7	2,427.4	2,792.2	3,517.1	1,545.6
Transfers from the NBP	7,862.0	8,740.9	0.0	0.0	7,162.8
Custom Duties	3,177.8	3,555.7	4,034.6	4,488.0	4,680.0
Payments, fees, interests and others	24,044.9	16,825.2	19,801.6	21,169.6	26,632.7
Local government payments	2,231.9	2,122.4	2,259.5	2,593.3	2,938.4
Revenue from EU and other non-returnable means	1,413.9	1,485.6	1,806.4	2,086.6	2,341.7
Total Revenue	314,683.6	350,414.7	380,048.1	401,827.7	435,340.0

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	2016	2017	2018	2019(1)	2020(1)
	(Revenues as % of GDP)
Tax Revenue	14.7	15.8	16.5	16.5	16.4
VAT and other Indirect taxes	10.4	11.4	11.8	11.5	11.6
Corporate Income Tax	1.4	1.5	1.6	1.8	1.8
Personal Income Tax	2.6	2.6	2.8	2.9	2.8
Non-tax Revenue	2.2	1.7	1.4	1.4	1.8
Dividends	0.2	0.1	0.1	0.2	0.1
Transfers from the NBP	0.4	0.4	0.0	0.0	0.3
Custom Duties	0.2	0.2	0.2	0.2	0.2
Payments, fees, interests and others	1.3	0.8	0.9	0.9	1.1
Local government payments	0.1	0.1	0.1	0.1	0.1
Revenue from EU and other non-returnable means	0.1	0.1	0.1	0.1	0.1
Total Revenue	16.9	17.6	18.0	18.0	18.3

Notes:

(1)Ministry of Finance, 2020 Budget Act.

Source: Ministry of Finance, Statistics Poland

The following table sets out certain information regarding State budget expenditure in nominal terms and as a percentage of GDP for the years indicated.

	2015	2016	2017	2018	2019(5)
	(PLN millions)
Subsidies(1)	5,066	6,774	7,374	7,459	6,825
Social Insurance	82,042	84,607	78,337	76,770	88,817
Current Expenditures of the Budget Sphere	117,487	142,622	161,493	168,796	176,091
Debt Service and Guarantees(2)	29,169	32,056	29,641	29,486	29,200
Capital Expenditures(3)	20,056	17,701	24,551	26,494	21,784
Subsidies to Local Authorities(4)	51,049	52,739	54,000	56,139	60,763
EU own resources	18,196	19,168	15,742	18,661	22,207
Co-financing EU projects	8,679	5,176	4,630	6,650	10,548
Total State Budget Expenditures	331,743	360,843	375,768	390,454	416,235

	2015	2016	2017	2018	2019(5)
	(Expenditures as % of GDP)
Subsidies(1)	0.3	0.4	0.4	0.4	0.3
Social Insurance	4.6	4.6	3.9	3.6	4.0
Current Expenditures of the Budget Sphere	6.5	7.7	8.1	8.0	7.9
Debt Service and Guarantees(2)	1.6	1.7	1.5	1.4	1.3
Capital Expenditures(3)	1.1	1.0	1.2	1.3	1.0
Subsidies to Local Authorities(4)	2.8	2.8	2.7	2.7	2.7
EU own resources	1.0	1.0	0.8	0.9	1.0
Co-financing EU projects	0.5	0.3	0.2	0.3	0.5
Total State Budget Expenditures	18.4	19.4	18.9	18.5	18.6

Notes:
From 2010, financing from the EU resources budget was excluded from the state budget (without a part concerning technical assistance and national co-financing).

(1)Subsidies to enterprises.

(2)Debt Service include Foreign and Domestic Debt

(3)Capital expenditures include investments and equity contributions

(4)General subventions to local governments

(5)The Budget Act for 2019

Source: Ministry of Finance

Financing the State Budget Deficit

The Budget Act for 2019 had forecast Poland’s budget deficit to amount to PLN 28.5 billion, while total net borrowing requirements were expected to amount to PLN 46.0 billion and gross borrowing requirements were projected to amount to PLN 163.7 billion. The actual performance was significantly lower than forecast, though the official data has not yet been published. Borrowing requirements in 2019 were financed mainly by the issuance of bonds in the domestic market (92 percent) and Treasury bonds in the international markets (6 percent). Additional funding (2 percent) was obtained from the European Investment Bank, the World Bank and the CEB.

In 2019, financing in the domestic market was mainly obtained through the sale of Treasury bonds in auctions. Among all of the Treasury securities sold, medium-term bonds (five years) amounted to 45 percent, long-term

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bonds amounted to 32 percent and issuances of short-term bonds (up to two years) amounted to 10 percent Treasury bonds sold through retail channels amounted to 13 percent. Net financing in the domestic market in 2019 derived from domestic banks and the domestic non-banking sector, while foreign investors decreased their holdings. Financing in the international markets consisted of an issue of Treasury bonds denominated in euro. As of December 31, 2019, debt denominated in EUR, USD, JPY and CHF amounted to 21.5, 4.3, 1.0 and 0.2 percent of total State Treasury debt, respectively. As of December 31, 2019, the State Treasury’s debt had an average time to maturity of 4.99 years, with the share of foreign currency debt amounting to 26.4 percent.

In the Budget Act for 2020, no deficit is planned (it is projected to amount to PLN 0.0 billion), while total net and gross borrowing requirements are expected to amount to PLN 23.5 billion and PLN 141.7 billion, respectively. As in previous years, the process of funding complies with the State Treasury’s main strategic objective and provides flexibility in the choice of market, currency and instrument type. The largest portion of funding is expected to derive from the domestic Treasury bond market, with the financing structure depending on market conditions. As of February 13, 2020, 70 percent of gross borrowing requirements for 2020 had already been financed, mainly in 2019 as pre-financing on switch auctions.

Revenues

The principal source of Poland’s budgetary revenues is taxation. The main taxes in the Polish tax system are a tax on goods and services (“VAT”), corporate income tax (“CIT”), personal income tax (“PIT”) and excise tax. There are also local taxes collected directly by local authorities or tax offices acting on behalf of such authorities. Local taxes include agricultural tax, forest tax, real property tax and transport vehicles tax.

Value Added Tax

VAT levied on the supply of goods and services and other activities in Poland complies with the rules of Council Directive 2006/112/EC on the common system of value added tax. The following VAT rates apply (from January 1, 2011):

·a standard rate of 23 percent; and

·reduced rates of:

·8 percent (for example, on certain food items, medicines, newspapers (excluding local and regional periodicals), e-newspapers, fertilizers, public transport, restaurant services, new housing structures and housing construction services covered by the social housing program);

·5 percent (for example, on certain unprocessed agricultural products, some bread, meat, some fresh fruits and vegetables, dairy products, books, e-books, audiobooks and local and regional periodicals); and

·zero percent (for exports and intra Community supplies and selected services such as international transport).

Furthermore, the VAT system provides for exemptions (without the right to deduct input tax) for certain services, such as educational, healthcare and welfare and financial services (with exceptions).

Corporate Income Tax

CIT is levied on the income of certain entities, mainly legal persons, at a flat rate of 19 percent. Dividends are subject to a 19 percent withholding tax, unless a relevant double taxation treaty provides otherwise. However, dividends paid by a company resident in Poland to entities subject to income tax in an EU/EEA member state or in Switzerland may be exempted from taxation if certain specific requirements are satisfied.

Interest and royalties paid to foreign entities are subject to a 20 percent withholding tax, unless a relevant double taxation treaty provides otherwise. However interest and royalties paid by a company resident in Poland to certain qualified related entities subject to income tax in an EU/EEA member state may be exempted from taxation if certain specific conditions and documentation requirements are satisfied.

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Effective from January 1, 2019, a reduced tax rate of 9 percent is applicable for income other than derived from capital gains and for taxpayers whose revenue received in the tax year does not exceed the amount of EUR 1.2 million if they have a small taxpayer status (i.e. taxpayers with sales revenues with VAT not exceeding the equivalent of EUR 2 million in the previous tax year). The requirement to have the status of a small taxpayer does not apply to taxpayers beginning their economic activity in the tax year of beginning of this activity.

From January 1, 2018, the CIT Act singles out a new source of revenue, i.e., income from capital gains. Capital gains in the meaning of the CIT Act is income from, for example, redemptions of shares, dividends, the value of the profit retained in a company, assets received from the liquidation of legal persons, and income from investment funds and sales of shares. Other types of revenue consist of income not included in the capital gains category. These two sources will have to be settled separately, i.e., their revenues, costs and losses should not be mixed. Tax losses from a given source may be deducted in the next five consecutive tax years, but the amount of such reduction in any of those years may not exceed 50 percent of the amount of the loss. Starting from tax loss incurred in 2019, taxpayer can also reduce income from the source of revenue by the amount of incurred loss not exceeding PLN 5 million in one of the next five consecutive tax years.

The tax on revenues derived from fixed assets (being buildings situated in the territory of Poland which is subject to lease) is calculated as 0.035 percent of the taxpayer’s tax base for each month. For the purpose of this provision, the tax base is the sum of revenue equal to the initial value of the fixed assets as at the first day of each month in the relevant period, as a rule reduced by the amount of PLN 10 million. The tax amount can be deducted from the CIT advance. The amount of tax on revenue from buildings which was not deducted from the CIT advances during the tax year, could be refunded to the taxpayer at its request after its annual CIT declaration is filed.

Personal Income Tax

Since October 1, 2019, PIT is levied on personal income at progressive tax rates starting at 17 percent on the initial PLN 85,528 earned and increasing to 32 percent on earnings above that threshold. Taxpayers who operate their own business are entitled to choose a different form of income taxation with a flat rate of 19 percent. In a limited number of cases, those taxpayers can choose to pay income tax on a lump sum basis. Income from capital gains is subject to 19 percent income tax.

Excise Tax

Polish law on excise duty complies with the EU general arrangements for excise duty and with the specific regulations regarding taxation of the energy products, alcoholic beverages and tobacco products.

As a result, excise duty is imposed on the following goods: energy products (e.g. petrol, gas oil, kerosene, LPG, natural gas, fuel oil, coal and coke), electricity, alcoholic beverages (e.g. ethyl alcohol, intermediate products, beer, wine and fermented beverages other than wine and beer) and tobacco products (e.g. cigarettes, cigars and cigarillos, smoking tobacco).

Additionally, excise duty is also levied on certain other goods such as passenger cars and raw tobacco, and starting from June 30, 2020, will be levied on liquid for electric cigarettes and novelty tobacco products. Excise tax rates on certain goods have been increased by 10 percent since January 1, 2020 for ethyl alcohol, beer, wine, fermented beverages, intermediary goods, tobacco products, raw tobacco.

The excise duty system provides exemptions for certain groups of entities or certain goods (e.g., goods used in the context of diplomatic relations). Recently, a number of tax incentives targeted at low emission vehicles have been introduced.

Tax on Financial Institutions

Banks, insurance companies, credit unions and non-bank lending companies are subject to a special tax on financial institutions. The tax covers all bank assets over PLN 4 billion, insurance groups’ assets over PLN 2 billion and non-bank lending companies’ assets over PLN 0.2 billion, which are in each case taxed at a rate of 0.0366 percent per month (0.44 percent per year). For purposes of this tax, the taxable asset base of banks (but not other financial institutions) is reduced by the value of their own funds and respective holdings of State Treasury debt securities. This tax does not apply to state-owned banks, private banks under recovery

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proceedings, in receivership, or in liquidation, or banks which have filed for bankruptcy and whose activities have been suspended and does not reduce financial institutions’ CIT base. According to the Budget Act for 2019, the Government’s goal is to collect up to PLN 4.5 billion from the Tax on Financial Institutions. The budget revenue from this tax in 2018 was also PLN 4.5 billion.

Retail Sales Tax

On July 6, 2016, the Polish Parliament adopted the Act on Retail Sales Tax, which entered into force on September 1, 2016, and introduced a tax on retail sales to the Polish tax system. The Ministry of Finance expected that the total revenues to the state budget resulting from the introduction of the retail sales tax would amount to approximately PLN 1.6 billion annually. However, in 2016, the European Commission determined that the Polish tax on the retail sector was in breach of EU state aid rules. The Commission concluded that progressive tax rates based on turnover give companies with low turnover an advantage over their competitors. This dispute is currently going through an appeals process and a judgment from the Court of Justice of the European Union is expected by the end of 2020. As a result, the Act on Tax on Retail Sales has been suspended and collection of the tax has been blocked until a resolution of this dispute is reached.

Exit Tax

From January 1, 2019, a tax on unrealized income (the “exit tax”) is applied to both the PIT and CIT. In principle, exit tax applies in the case of a change in tax residency or movement of assets from Poland to another country, provided that such actions result in the loss of Poland’s right to tax any potential capital gains that would have been realized if the transfer had not taken place.

The exit tax rate amounts to 19 percent for both corporate persons and natural persons (in the latter case, if the tax value of an asset is determined). For natural persons, a 3 percent rate may be applicable if the tax value of an asset is not determined. In the case of natural persons, exit tax applies to those assets whose value exceeds PLN 4 million.

In some circumstances, a transfer of asset to another country will not be subject to an exit tax if the transfer does not last longer than 12 months.

In case of natural persons, exit tax generally applies only to the transfer of assets related to their business. In the case of assets of natural persons which are unrelated to business activity, exit tax applies only to shares, stocks and securities as well as all the rights and obligations of partnerships, provided that the individual has been domiciled in Poland for at least five years in total, within the ten years preceding the day of change of tax residency status.

Social Security System

Pension Reforms

In 2012, the Government introduced comprehensive pension reforms, which came into effect on January 1, 2013. The changes included, inter alia, the increase of the retirement age from 65 to 67 years old for men and from 60 to 67 years old for women. The current government and the current President, Andrzej Duda, have declared their intention to reverse this aspect of the reforms and restore the former retirement ages, i.e., 60 years old for women and 65 years old for men. As a consequence, the former retirement ages, i.e., 60 years old for women and 65 years old for men, was restored by the Act Amending the Act on Pensions from the Health Insurance Fund and Certain Other Acts, which came into force on October 1, 2017.

On January 1, 2019, a new bill creating Employee Capital Plans (Pracownicze Plany Kapitałowe) entered into force. The introduction of the new common and private long-term saving system is part of the Government’s Strategy for Sustainable Development. The provisions stipulate that employers having more than 250 employees were required to establish employee capital plans since July 1, 2019, and subject to other transitional provisions, all employees are subject to such obligation since January 1, 2021.

Employee Capital Plans are obligatory for employers (with a possible exemption in the case of micro-enterprises) and voluntary for employees. Employees are able to decide whether to participate or withdraw from the system. Unless an employee clearly decides to opt out of the program and renews the opt-out decision on a

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periodic basis, he is automatically opted into the program based on automatic enrolment. Contributions are required to be paid by both employers and employees. The basic contribution payable by an employer is be 1.5 percent of the employee’s salary with the possibility of voluntarily increasing this amount by an additional 2.5 percent, whereas employees pays 2 percent of their salary with the possibility of voluntarily increasing this by an additional 2 percent. The participant receives also from the State PLN 250 one-time welcome payment and PLN 240 annual supplement contribution. Several fiscal incentives are also in place in order to persuade employees to remain participants of the Employee Capital Plans. Their aim is to increase the overall pool of retirement savings and pension security for Poles. The participation rate of employees of largest firms (having 250 employees) achieved 39 percent according to the data provided by the Polish Development Fund.

Social Spending Initiatives

In the second quarter of 2016, the Government implemented a new social program named “Family 500+”. The program entails a direct cash transfer of PLN 500 per month per eligible child to families until the child reaches the age of 18. Until July 2019, assistance under the program for the first child was means-tested based on family income, while all families were eligible for assistance for additional children. Since July 2019 it is granted for each child until the age of 18, irrespectively of the family income. As a result, the number of children covered by the program nearly doubled.

Total costs of the “500+” program equaled PLN 17.4 billion in 2016, PLN 23.1 billion in 2017, PLN 22.1 billion in 2018, PLN 30.5 billion in 2019 and is estimated to be PLN 39.2 billion in 2020. The main goal of this program is to assist families with child-rearing expenses, ultimately encouraging people to have more children, thereby improving Poland’s long-term demographic outlook.

In addition, in March 2019 the Government implemented a new social program named “Mother 4+”. The program is directed to persons (both women and men) who gave birth to and/or brought up at least four children and live on the poverty line, without the right to the social benefits at a minimum level. The program aims to provide a minimum livelihood level to persons covered by it who in order to bring up their children could not have taken up paid work or gave up work.

In May 2019, the Government introduced a one-off program named “Pension+”. The program consisted of a single payment of a minimum level pension to each retiree. The total cost of Pension+ was PLN 10.8 billion. The renewal of the program for 2020 was decided after general elections in December 2019 when the new draft of the budget act for 2020 was approved by the Government and sent to the Parliament. In 2020, the overall payments, all to be made in April 2020, under “Pension +” are estimated to be PLN 11.7 billion.

In 2020, the tax-free allowance is PLN 8,000. If a person’s income falls between PLN 8,000 and PLN 13,000, the tax-free allowance gradually decreases from PLN 8,000 to PLN 3,091 and remains at this level until PLN 85,528. For incomes higher than PLN 127,000 there is no tax-free allowance. Poland’s Minister of Finance has suggested that the tax-free allowance may be further increased in the future.

From August 1, 2019, Polish citizens under the age of 26 who earn less than PLN 85,528 a year do not have to pay the income tax. In October 2019 the Government decreased the personal income tax rate from 18 percent to 17 percent. Furthermore, the minimum monthly wage for a full-time worker was raised, reaching PLN 2,600 (gross/before social security deductions and PIT) in 2020, compared to PLN 2,250 in 2019. The minimum hourly wage in Poland was raised from PLN 14.70 per hour in 2019 up to PLN 17 per hour in 2020.

Expenditure

A major component of State expenditure is social security payments. Four social security and pension funds are administered by the State and are partially or wholly financed by contributions from employers and employees. The revenues of these funds are not shown as revenues in the State budget. Two of these funds do, however, receive significant transfers from the State budget and such transfers are shown as expenditures in the tables under “Public Finance”. The Social Insurance Fund and the Pension and Disability Fund of Farmers are the largest extra-budgetary funds and rely on State budget transfers to supplement their own off-budget revenues.

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PUBLIC DEBT

Overview

For reporting purposes relating to external and internal debt, Poland classifies as public debt only debt incurred directly by the State (i.e., State Treasury debt), by local governments and by entities within the public finance sector. It does not include debt incurred by State-owned financial institutions, other State-owned enterprises or the NBP.

The following table sets out total public sector debt as of the dates indicated:

	As at December 31
	2015	2016	2017	2018	2019
	(PLN millions)
Public finance debt	877,282	965,199	961,842	984,313	990,941
Central government debt	805,109	895,559	892,272	907,316	907,652
of which:
State Treasury debt	803,372	893,893	890,687	905,594	905,615
Local government debt	72,073	69,561	69,504	76,928	83,231
Social Security debt	101	79	65	69	57

Source: Ministry of Finance

State Treasury Debt

The Ministry of Finance classifies debt as internal or external according to two criteria: the place of issuance and residence of the targeted investors. On the basis of the first of these criteria, all instruments issued in the domestic market, regardless of the status of their holder (domestic or foreign), are classified as internal debt and, on the basis of the second, all other instruments are classified as external or internal according to the residence of the holder, regardless of the market in which the instruments are issued. For purposes of this section, where debt is classified as internal or external based on the place of issue criterion, internal and external debt will be referred to as domestic debt and international debt, respectively. In “Total External Debt”, Poland’s gross external debt is classified solely on the basis of the residence of the creditor.

In nominal terms, Poland’s total State Treasury debt amounted to PLN 973.3 billion at the end of December 2019.

The following table sets out categories of the State Treasury’s debt as of the dates indicated as aggregate amounts and as percentages of nominal GDP:

	As at December 31,
	2015		2016		2017		2018		2019
	(PLN millions except for percentages)
Domestic State Treasury Debt	543,262		609,203		644,533		674,422		716,453
as a percentage of GDP	30.2	%	32.7	%	32.4	%	31.8	%	31.5	%
International State Treasury Debt	291,288		319,463		283,940		279,847		256,885
as a percentage of GDP	16.2	%	17.2	%	14.3	%	13.2	%	11.3	%
Total State Treasury Debt	834,551		928,666		928,473		954,269		973,338
as a percentage of GDP	46.4	%	49.9	%	46.7	%	45.0	%	42.8	%
GDP	1,800,243		1,861,149		1,989,351		2,120,480		2,273,556

Source: Ministry of Finance

Debt Management

Under Polish law, the Minister of Finance supervises the level of public debt. This supervision is two-fold: direct (in the case of the State Treasury) and indirect (in the case of other entities in the public finance sector which are autonomous in contracting liabilities).

Polish regulations primarily seek to restrict the growth of public debt by establishing limits on the public debt to GDP ratio. The Polish Constitution prohibits the incurrence of liabilities resulting in public debt exceeding 60.0 percent of GDP, whereas the Public Finance Act sets thresholds at 55.0 and 60.0 percent of GDP, violation of which is followed by certain requirements to prevent the constitutional limit from being breached.

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Since the accession to the EU, Poland has been obliged to respect the reference values indicated in the Stability and Growth Pact, including with regard to deficit (limited to 3.0 percent of GDP) and public debt (limited to 60.0 percent of GDP) limits.

The objective of the debt management strategy as stated in the Public Finance Sector Debt Management Strategy in the years 2020-2023 (approved by the Council of Ministers in December 2019) is the minimisation of long-term debt servicing costs, subject to maintaining appropriate levels of refinancing risk, exchange rate risk, interest rate risk, State budget liquidity risk, other risks (in particular, credit and operational risk) and the distribution of debt servicing costs over time.

The debt management strategy’s objective is pursued through two key strategies:

·selection of instruments to minimise costs within the time-frame of the longest maturities of debt instruments with a significant share in debt volume, through the appropriate selection of markets, debt management instruments, the structure of financing borrowing requirements and issuance dates; and

·ensuring the efficiency of the Treasury securities market, contributing to lowering Treasury security yields; this strategy is focused on attempting to eliminate or limit potential unfavourable factors in market organisation and infrastructure.

Refinancing Risk

In an attempt to manage the refinancing risk, the dominant role of medium- and long-term instruments in financing the state budget borrowing requirements in the domestic market has been maintained, subject to market conditions. The debt management strategy aims to achieve an even distribution of debt redemptions in the future. Furthermore, the ATM of domestic debt is to maintain a level of approximately 4.5 years. The ATM of the whole State Treasury debt is to remain at approximately five years. See “Monetary and Financial System—Capital Markets—Treasury Securities.”

Exchange Rate Risk

In an attempt to manage the exchange rate risk, the debt management strategy has been designed to reduce the exchange rate risk measured by the share of foreign currency debt in State Treasury debt to below 25 percent and its further gradual reduction in the timeframe of the strategy and to maintain an effective (after swaps) share of euro of at least 70 percent (“Strategy”). Derivatives may also be used in order to shape the desired currency structure of debt.

Interest Rate Risk

In an attempt to manage interest rate risk, the debt management strategy has been designed to maintain the average time to re-fixing (“ATR”) of domestic debt between 2.8 and 3.8 years and to separate the management of the interest rate from management of the refinancing risks by using floating rate bonds, inflation-linked bonds and derivatives. The strategy assumes that the current level of foreign debt interest rate risk does not impede minimization of costs.

State Budget Liquidity Risk

In an attempt to manage the State budget liquidity risk, the debt management strategy has been designed to maintain a safe level of State budget liquid assets while managing them effectively. The level of liquid assets will be the result of the current and predicted budgetary and market situation, taking into account seasonality as well as striving for the even distribution of Treasury securities supply within a year. The use of foreign currency funds and derivative transactions to manage the currency structure of liquid assets is possible.

Credit Risk and Operational Risk

In an attempt to manage credit and operational risks, the debt management strategy includes entering into derivatives transactions with entities of high creditworthiness, using instruments limiting credit risk, including collateral agreements, and allowing for its diversification when concluding transactions involving derivatives, as well as diversification of credit risk generated by uncollateralized transactions. It is planned, in the timeframe

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of the Strategy, to finalise further collateral agreements that are in line with the current best practices in the market which enable the conclusion of transactions on more favourable terms without bearing credit risk.

Distribution of Debt Servicing Costs Over Time

The debt management strategy requires setting bond coupons at levels slightly below their forecast yields over the sales period and distributing the debt servicing costs evenly throughout the years, including also through the use of derivative instruments.

Internal State Treasury Debt

Poland’s internal State Treasury debt amounted to PLN 716.5 billion at the end of December 2019.The internal public debt comprises three categories:

·marketable Treasury securities with maturities of up to 30 years, including fixed, floating rate and CPI linked securities, offered on the domestic primary market through auctions at market prices to Treasury securities dealers;

·fixed and floating rate savings bonds sold through Customer Service Outlets to individuals at nominal value, which are not freely marketable and currently have maturities of up to 12 years;

·other debt (mainly deposits of public finance sector entities and court deposits).

At the end of December 2019, marketable Treasury securities constituted approximately 90 percent of domestic State Treasury debt.

External State Treasury Debt

As at December 31, 2019, Poland’s outstanding external State Treasury debt amounted to PLN 256.9 billion. Approximately 75 percent of this debt was sovereign bonds issued abroad.

The following table sets forth details as to the outstanding principal amount of the State Treasury’s external debt as of the dates indicated:

	As at December 31,
	2015	2016	2017	2018	2019
	(EUR millions)
Medium and Long-Term Loans
EIB	10,324	10,244	9,754	9,006	8,108
The World Bank	7,219	7,171	7,016	6,754	6,512
CEB	210	206	211	221	212
Total Loans	17,753	17,622	16,980	15,981	14,832
Bonds
Bonds	50,599	54,586	51,093	49,100	45,491
Short-Term Debt	2	4	4	0	0
Total State Treasury External Debt	68,353	72,211	68,076	65,081	60,323

Source: Ministry of Finance

The following table presents the currency composition of the State Treasury’s external debt as at December 31, 2019:

	In millions of original currency	Equivalent in EUR millions	%
EUR 48,329	48,329	80.1
U.S.$	10,571	9,427	15.6
Japanese yen	256,600	2,106	3.5
Swiss francs	500	460	0.8
Total	—	60,323	100.0

Source: Ministry of Finance

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Projected State Treasury External Debt Service Requirements

The following table presents debt service projections for the State Treasury’s medium- and long-term external debt by type of creditor for the years indicated as at March 31, 2020. The data contained in the table does not assume any refinancing of existing debt:

	2020	2021	2022	2023	2024	2025 and beyond
	(EUR millions)
Principal payments	6,618	6,006	3,225	2,440	5,864	25,693
Loans	1,368	1,306	1,198	940	954	8,883
Multilateral	1,368	1,306	1,198	940	954	8,883
Other	0	0	0	0	0	0
Bonds	5,334	7,159	4,760	3,322	6,732	20,145
Interest payments	855	1,328	1,099	899	769	3,414
Loans	78	97	85	74	64	355
Multilateral	78	97	85	74	64	355
Other	0	0	0	0	0	0
Bonds	777	1,230	1,013	825	705	3,059
Total debt service	7,858	9,593	7,071	5,166	8,462	32,397
Loans	1,446	1,403	1,283	1,014	1,018	9,238
Multilateral	1,446	1,403	1,283	1,014	1,018	9,238
Other	0	0	0	0	0	0
Bonds	6,111	8,389	5,773	4,147	7,437	23,204

Source: Ministry of Finance

Default

Poland is not currently in default in relation to any of its external creditors.

State Treasury’s Contingent Liabilities

The following table sets out the contingent liabilities that arise from sureties and guarantees owed by the State Treasury:

	2016	2017	2018	2019
	(PLN thousands)
Domestic sureties and guarantees	28,978,225.5	26,301,187.4	11,692,416.7	11,355,697.5
Foreign guarantees	95,535,457.1	90,577,360.3	97,106,247.8	100,015,623.0
Total State Treasury’s contingent liabilities	124,513,682.6	116,878,547.7	108,798,664.5	111,371,320.5

Source: Ministry of Finance

As at the end of 2019, the largest value of contingent liabilities was connected with the guaranteed debt of BGK incurred for financing investments of the National Road Fund (“NRF”) — PLN 84,117 million. The second biggest exposure was related to the guarantees issued with respect to the payments from the NRF and financing the liabilities of concessionaires incurred for motorways projects — PLN 12,826 million. The third highest value of contingent liabilities was connected with the guarantees covering the debt of PKP Polskie Linie Kolejowe S.A. (the national railway infrastructure manager) — PLN 11,751 million.

The amount of contingent liabilities from the guarantees decreased in 2017 and 2018. The decline in the value of contingent liabilities resulted mainly from the repayment of financial obligations by borrowers. At the end of 2019, as compared to the end of 2018, the value of contingent liabilities increased by 2.4 percent as a result of issuance of new guarantees.

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The amount of State guarantees is expected to increase further in future years as BGK has to refinance existing NRF-related debt and the NRF would enter into new projects partly funded by EU funds disbursed under the EU Multiannual Financial Framework 2014-2020. At the moment, it is unknown what effect exactly COVID-19 will have on estimates in that regard.

However, as an effect of the COVID-19 pandemic, other State guarantees have been adopted in an estimated amount of approximately PLN 250 billion in new contingent liabilities. These are in particular new guarantees (amounts without any consolidation effect in a given sector):

·for bonds issued by Polski Fundusz Rozwoju S.A. (the Polish Development Fund Company, with an estimated PLN 100 billion of new State Treasury contingent liabilities plus interest),

·for liabilities of BGK which are to be incurred due to  the new Fund for Counteraction of COVID-19 (estimated PLN 100 billion of new State Treasury contingent liabilities plus interest), and

·for liabilities of BGK which are to be incurred due to the new Fund for Liquidity Guarantees; the Fund is designated to make payouts from guarantees granted by BGK in connection with the effects of COVID-19 (estimated amount of about PLN 17 billion of new contingent liabilities).

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TOTAL EXTERNAL DEBT(2)

Total external debt as end of 2019 was EUR 311,980 million. Short-term debt on an original maturity basis constituted 25.8 percent of the total external debt and was completely covered by the official reserve assets. The general government sector’s foreign debt constituted 32.9 percent of Poland’s total foreign debt. The share of the enterprise sector (including Direct Investment) in total external debt was 47.9 percent.

The following table shows Poland’s external debt by obligor as of the dates indicated.

	As at December 31,
	2015	2016	2017	2018	2019
	(EUR millions)
Monetary authorities	5,007	20,229	9,233	10,996	12,392
Other investment	5,007	20,229	9,223	10,996	12,392
Special drawing rights (SDRs), Allocation	1,656	1,672	1,553	1,584	1,612
Loans	0	0	0	0	0
Currency and deposits	3,329	18,271	7,650	9,412	10,780
Other liabilities	22	286	30	0	0
Central and local government	124,817	120,611	122,298	113,581	102,753
Debt securities	103,516	99,453	101,621	93,720	83,613
Bonds and notes	103,516	99,453	101,621	93,720	83,613
Money-market instruments	0	0	0	0	0
Other investment	21,301	21,158	20,677	29,861	19,140
Trade credits	8	9	20	10	11
Loans	21,249	21,038	20,569	29,794	19,069
Other liabilities	44	111	88	57	60
Banks	50,008	49,488	49,267	48,883	47,442
Debt securities	1,495	2,891	5,456	7,874	9,361
Bonds and notes	1,495	2,891	5,456	7,874	9,361
Money-market instruments	0	0	0	0	0
Other investment	48,513	46,597	43,811	41,009	38,081
Loans	30,182	29,051	23,390	23,244	21,070
Currency and deposits	16,566	16,204	18,925	16,442	16,061
Other liabilities	1,765	1,342	1,496	1,323	950
Other sectors	49,197	50,707	56,256	57,750	65,412
Debt securities	1,266	1,118	2,476	2,453	2,835
Bonds and notes	1,265	1,116	2,471	2,444	2,826
Money-market instruments	1	2	5	9	9
Other investment	47,931	49,589	53,780	55,297	62,577
Currency and deposits	83	6	16	11	0
Trade credits	12,879	14,310	15,844	16,625	17,493
Loans	33,940	33,837	36,307	37,039	41,948
Insurance technical reserves	292	425	503	521	565
Other liabilities	737	1,011	1,110	1,101	2,571
Investment: Intercompany	74,091	80,269	82,662	83,432	83,981
Direct investors in direct investment enterprises	29,932	33,091	35,575	38,071	40,655
Direct investment enterprises in direct investors	6,128	7,007	6,570	6,493	4,558
Between fellow enterprises	38,031	40,171	40,517	38,868	38,768
TOTAL EXTERNAL DEBT	303,120	321,304	319,716	314,642	311,980

(2)Information on Poland’s external debt was prepared in accordance with the following definition:

Gross external debt, at any given time, is the outstanding amount of actual current, non-contingent liabilities that require payment(s) of principal and/or interest by the debtor at some point(s) in the future and are owed to non-residents by residents of a given country. It refers to gross debt, i.e., it refers to the particular foreign liabilities of Poland (with no deduction of Polish assets abroad). The external debt obligations take into account only those that are existing and unregulated (i.e., the creditor must have a claim against the debtor). External debt covers the entire range of debt instruments, regardless of how they are constructed. Debts are usually repaid by the debtor providing economic value, i.e., financial or non-financial assets (including commodities) to the creditor usually under a contract that specifies the terms and conditions of repayment.

The distinction between domestic and external (foreign) debt is based solely on the criterion of residence, regardless of the currency involved.

External debt has been presented using standards outlined by the IMF in the Balance of Payments and International Investment Position Manual (BPM6).

Source: NBP

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DESCRIPTION OF THE SECURITIES

The debt securities (“Securities”) will be issued under a Fiscal Agency Agreement between the State Treasury, represented by the Minister of Finance, and a selected fiscal agent.

The following is a summary of certain terms of the Securities. The State Treasury will describe the particular terms of any Securities in the prospectus supplement relating to those Securities. The prospectus supplement may also add, update or change information combined in this prospectus. If the information in this prospectus differs from any subsequent prospectus supplement, you should rely on the updated information in the prospectus supplement. The particular terms of any Securities described in the prospectus supplement may include:

·the principal amount of the Securities;

·the price of the Securities;

·the stated maturity date on which the State Treasury must repay the Securities;

·the rate of interest the Securities will bear and, if variable, the method by which the interest rate will be calculated;

·the dates when any interest payments will be made;

·whether and in what circumstances the State Treasury may redeem the Securities before maturity;

·the currency in which the State Treasury may pay the Securities and any interest; and

·any other terms of the Securities.

Status of the Securities and Negative Pledge

The Securities will constitute general and unsecured obligations of Poland and the full faith and credit of Poland will be pledged for the due and punctual payment of the principal of, and interest on, the Securities and for the performance of all obligations of Poland with respect thereto. The Securities will rank pari passu among themselves and at least pari passu in right of payment with all other present and future unsecured obligations of Poland, except for such obligations as may be preferred by mandatory provisions of applicable law.

So long as any of the Securities remain outstanding, Poland will not create or permit (to the extent Poland has the power to refuse such permission) the creation of any Security Interest on any of its present or future assets or revenues, or any part thereof, to secure any Public External Indebtedness of Poland, unless Poland shall procure that all amounts payable under the Securities are secured equally and ratably.

Notwithstanding the above, Poland may create or permit the creation of:

(a)any Security Interest upon property to secure Public External Indebtedness incurred for the purpose of financing the acquisition of such property (or property which forms part of a class of assets of a similar nature where the Security Interest is by reference to the constituents of such class from time to time); or

(b)any Security Interest existing on property at the time of its acquisition; or

(c)any Security Interest arising by operation of law which has not been foreclosed or otherwise enforced against the assets to which it applies; or

(d)any Security Interest securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Security Interest applies only to properties which are the subject of such Project Financing or revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties; or

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(e)the renewal or extension of any Security Interest described in subparagraphs (a) to (e) above, provided that the principal amount of the Public External Indebtedness secured thereby is not increased.

For these purposes:

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, unincorporated organization, trust or any other juridical entity, including without limitation, a state or an agency of a state or other entity, whether or not having separate legal personality.

“Project Financing” means any arrangement for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any property pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds) generated by such project.

“Public External Indebtedness” means any obligation for borrowed money (a) evidenced by bonds, notes or other securities which are or may be quoted, listed or ordinarily purchased and sold on any stock exchange, automated trading system or over-the-counter or other securities market and (b) denominated or payable, or at the option of the holder thereof payable, in a currency other than the lawful currency of Poland.

“Security Interest” means any mortgage, charge, pledge, lien, security interest or other encumbrance securing any obligation of Poland or any other type of preferential arrangement having similar effect over any assets or revenues of Poland.

Payment of Additional Amounts

All payments made in respect of a Security, including payments of principal and interest, to a holder of a Security (“Security holder”) that is not a resident of Poland, will be made by the State Treasury without withholding or deducting for or on account of any present or future taxes, duties, levies or other governmental charges of whatever nature imposed or levied by Poland or any political subdivision or taxing authority within Poland. In the event the State Treasury is required by law to deduct or withhold any such taxes from your payments, the State Treasury will pay to you such additional amounts (“Additional Amounts”) as may be necessary so that the net amount that you receive (including any deduction or withholding with respect to Additional Amounts) is equal to the amount provided for in the Security to be paid to you in the absence of such deduction or withholding. You will not be paid any Additional Amounts, however, if the tax is:

·a tax that would not have been imposed but for your present or former connection (or a connection of your fiduciary, settlor, beneficiary, member, shareholder or other related party) with Poland, including your (or your fiduciary, settlor, beneficiary, member, shareholder or other related party) being or having been a citizen or resident of Poland or being or having been engaged in a trade or business or present in Poland or having, or having had, a permanent establishment in Poland;

·imposed because you present a Security in definitive form for payment more than 30 days after the date on which the payment became due and payable;

·an estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

·a tax, assessment or other governmental charge which is payable other than by withholding;

·a tax that would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning your nationality, residence or identity (or the nationality, residence or identity of the beneficial owner of the Security), if your compliance is required by the laws of Poland or of any political subdivision or taxing authority of Poland to avoid or reduce such tax;

·required to be withheld by any paying agent from a payment on the Security to the extent that such payment can be made without withholding by another paying agent;

·a tax, assessment or other governmental charge which is required to be withheld or deducted where such withholding or deduction is imposed on a payment to an individual and is required to be made

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pursuant to the EU Directive on the Taxation of Savings Income (Directive 2003/48/EC), or any law implementing or complying with, or introduced in order to conform to, such directive; or

·imposed as a result of any combination of the items listed above.

Furthermore, no Additional Amounts will be paid with respect to any Security to a holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that the settlors with respect to such fiduciary, partner or beneficial owner, as the case may be, would not have been entitled to payment of such Additional Amounts if they held the Security themselves.

In the event that such deduction or withholding is required, the State Treasury will make such deduction or withholding and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The State Treasury will furnish you, upon request, within a reasonable period of time after the date of the payment of any taxes due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the State Treasury.

Any reference herein to principal or interest on the Securities includes any Additional Amounts which may be payable on those Securities.

General

Any monies held by the fiscal agent in respect of any Securities and remaining unclaimed for two years after those amounts have become due and payable will be returned by the fiscal agent to the State Treasury. The holders of those Securities may thereafter look only to the State Treasury for any payment. Securities will become void unless holders present them payment within five years after their maturity date.

The State Treasury may replace the fiscal agent at any time, subject to the appointment of a replacement fiscal agent. The fiscal agent will not be a trustee for the holders of the Securities and will not have the same responsibilities or duties to act for such holders as would a trustee. The State Treasury may maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the fiscal agent.

Default; Acceleration of Maturity

If one or more of the following events shall have occurred and be continuing:

·the State Treasury fails to pay any interest on any Securities when due and such failure continues for a period of 30 days from the date due for payment thereof; or

·the State Treasury fails duly to perform or observe any of its other material obligations under or in respect of the Securities, which failure continues unremedied for 45 days after written notice thereof has been delivered by any Security holder to the State Treasury at the specified office of the fiscal agent;

the State Treasury shall, upon receipt of written requests from holders of not less than 25 percent in aggregate outstanding principal amount of the Securities, declare the Securities due and payable, in each case at their principal amount together with accrued interest without further formality. Upon such declaration by the State Treasury, the State Treasury shall give notice thereof in the manner provided in the Fiscal Agency Agreement to the State Treasury and to the holders of the Securities in accordance with such Agreement.

After such declaration, if all amounts then due with respect to the Securities are paid (other than amounts due solely because of such declaration) and all other defaults with respect to the Securities are cured, such declaration may be annulled and rescinded by holders of not less than 50 percent in aggregate outstanding principal amount of the Securities, the “Required Percentage”, by a written notice thereof to the State Treasury at the specified office of the fiscal agent or by the passing of a resolution by the holders of not less than the Required Percentage.

Meeting of Holders of Debt Securities; Modification

The Fiscal Agency Agreement contains provisions for convening meetings of Security holders in a given series to consider matters relating to the Securities in that series, including, without limitation, the modification of any provision of the terms of the Securities in that series (including as part of a Multiple Series Proposal). Any such

46

modification may be made if, having been approved in writing by the State Treasury, it is sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the State Treasury and shall be convened by the State Treasury upon the request in writing of Security holders holding not less than 10 percent of the aggregate principal amount of the outstanding Securities in the given series.

As provided below, certain terms, including payment terms and other material terms defined below as Reserved Matters, can be modified without your consent, as long as the requisite supermajority (as set forth below) of the Security holders agrees to the change.

The quorum at any meeting of Security holders convened to vote on an Extraordinary Resolution will be one or more persons present and holding or representing at least 50 percent of the aggregate principal amount of the outstanding Securities in the given series or, at any adjourned meeting of Security holders, one or more persons present and holding or representing at least 25 percent of the aggregate principal amount of the outstanding Securities in a given series; provided, however, that any proposals relating to a Reserved Matter may only be approved by an Extraordinary Resolution passed at a meeting of Security holders at which one or more persons holding or representing at least 66 2/3 percent of the aggregate principal amount of the outstanding Securities in that series are present. For these purposes, the holder of a Global Security shall be treated as two persons. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Security holders, whether present or not. A resolution may be in writing and any such resolution may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Security holders of the relevant series of Securities.

In the case of a Multiple Series Proposal in relation to a Reserved Matter, a separate meeting will be called and held, or a separate written resolution will be signed, in relation to the Securities in the given series and each other affected series of Debt Securities (together, the “Relevant Debt Securities”, and each series of Relevant Debt Securities, a “Relevant Series”). A Multiple Series Proposal may include one or more alternative proposals relating to, or proposed modifications of the terms and conditions of, each Relevant Series or any agreement governing the issuance or administration of any Relevant Series, provided that all such alternative proposals or proposed modifications are addressed to and may be accepted by any holder of any Debt Security of any Relevant Series.

If a Multiple Series Proposal is not approved in relation to a Reserved Matter by the requisite Extraordinary Resolution as set forth below, but would have been so approved if the Multiple Series Proposal had involved only a single Relevant Series and one or more, but less than all, of the other Relevant Series, that Multiple Series Proposal will be deemed to have been approved in relation to the Relevant Series in respect of which it would otherwise have been approved if the Multiple Series Proposal had involved only such Relevant Series, provided that (i) prior to the record date for the Multiple Series Proposal, the State Treasury has publicly notified holders of the Relevant Debt Securities of the conditions under which the Multiple Series Proposal will be deemed to have been approved if it is approved in the manner described above in relation to a single Relevant Series and some but not all of the other Relevant Series, and (ii) those conditions are satisfied in connection with the Multiple Series Proposal.

For these purposes:

“Debt Securities” means the Securities and any other bills, bonds, debentures, notes or other debt securities issued by the State Treasury in one or more series with an original stated maturity of more than one year, and includes any such obligation, irrespective of its original stated maturity, that formerly constituted a component part of a debt security.

“Extraordinary Resolution” means:

·in relation to any Multiple Series Proposal in relation to a Reserved Matter:

1)

a)the affirmative vote of not less than 75 percent of the aggregate principal amount of the outstanding Relevant Debt Securities represented at separate duly called quorate meetings of the holders of all Relevant Series (taken in the aggregate); or

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b)a resolution in writing signed by or on behalf of the holders of not less than 66 2/3 percent of the aggregate principal amount of the outstanding Relevant Debt Securities (taken in the aggregate); and

2)

a)the affirmative vote of more than 66 2/3 percent of the aggregate principal amount of each Relevant Series represented at separate duly called quorate meetings of the holders of each Relevant Series (taken individually); or

b)a resolution in writing signed by or on behalf of the holders of more than 50 percent of the aggregate principal amount of the outstanding Relevant Debt Securities in each Relevant Series (taken individually).

·in relation to any other Reserved Matter:

·a resolution passed at a quorate meeting of Security holders duly convened and held in accordance with the Fiscal Agency Agreement by 75 percent of the aggregate principal amount of all outstanding Securities in the given series; or

·a resolution in writing signed by or on behalf of Security holders of not less than 66 2/3 percent of the aggregate principal amount of all outstanding Securities in the given series; and

·in relation to any other matter:

·a resolution passed at a meeting of Security holders duly convened and held in accordance with the Fiscal Agency Agreement by a majority consisting of more than 50 percent of the aggregate principal amount of the outstanding Securities in the given series which are represented at that meeting; or

·a resolution in writing signed by or on behalf of Security holders of more than 50 percent of the aggregate principal amount of all outstanding Securities in the given series.

“Multiple Series Proposal” means a proposal (including a proposed modification of the relevant terms and conditions) affecting (i) the given series of Securities or any agreement governing the issuance or administration of the given series of Securities, and (ii) the Debt Securities of one or more other series or any agreement governing the issuance or administration of such other Debt Securities.

“Reserved Matter” means any proposal to:

·change the due date for the payment of the principal of, or any installment or interest on, the Securities;

·reduce the principal amount of the Securities;

·reduce the portion of the principal amount that is payable in the event of an acceleration of the maturity of the Securities;

·reduce the interest rate on any Security or any premium payable upon redemption of the Securities;

·modify any provision of the terms and conditions of the Securities in connection with any exchange or substitution of the Securities, or the conversion of the Securities into, any other obligations or securities of the State Treasury or any other person, which would result in the terms and conditions of the Securities as so modified being less favorable to the holders of the Securities which are the subject of the terms and conditions as so modified than:

(a)the provisions of the other obligations or securities of the State Treasury or any other person resulting from the relevant exchange or substitution; or

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(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;

·change the currency in which any amount in respect of the Securities is payable;

·shorten the period during which the State Treasury is not permitted to redeem the Securities or permit the State Treasury to redeem the Securities if, prior to such action, the State Treasury is not permitted to do so;

·change the definition of “outstanding” with respect to the Securities;

·change the governing law of the Securities;

·change the courts to the jurisdiction of which the State Treasury has submitted, the State Treasury’s obligation under the Fiscal Agency Agreement or the terms and conditions of the Securities to appoint and maintain an agent for the service of process or the State Treasury’s waiver of immunity with respect to any suit, action or proceeding that may be brought in connection with the Securities or the Fiscal Agency Agreement;

·reduce the proportion of the principal amount of the Securities or, in the case of a Multiple Series Proposal, the Relevant Debt Securities or the Relevant Series, that is required to constitute a quorum or for any request, demand, authorization, direction, notice, consent, waiver or other action or that is required to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Securities; or

·change the obligation of the State Treasury to pay Additional Amounts on the Securities.

Any modification, amendment or supplement made in accordance with the terms of the Securities will be binding on all holders of Securities of that series.

The State Treasury and the fiscal agent may, without the consent of any holder of the Securities of a series, modify, amend or supplement the Fiscal Agency Agreement or the Securities of that series for the purpose of:

·adding to the covenants of the State Treasury;

·surrendering any right or power conferred upon the State Treasury;

·securing the Securities of that series;

·curing any ambiguity, or curing, correcting or supplementing any defective provision contained in the Fiscal Agency Agreement or in the Securities of any series; or

·amending the Fiscal Agency Agreement or the Securities of that series in any manner that the State Treasury may determine and that does not adversely affect the interest of any holder of Securities of that series in any material respect.

The State Treasury may from time to time, without notice to or the consent of the registered holders of any series of Securities, issue further Securities which will form a single series of Securities, provided the further Securities are fungible with the Securities of the existing series for U.S. federal income tax purposes. These further Securities will have the same terms as to status, redemption or otherwise as the Securities of the existing series and will rank equally with the Securities of the existing series in all respects, except for the payment of interest accruing prior to the issue date of these further Securities or except for the first payment of interest following the issue date of these further Securities.

Residual Maturity Call at the Option of the State Treasury

The State Treasury may, at its option, from and including the date falling three months prior to the maturity date of the Securities to but excluding the maturity date of the Securities, subject to having given not less than 30 nor more than 60 calendar days’ prior notice to the Security holders in accordance with the terms and conditions of the

49

Securities (which notice shall be irrevocable and shall specify the date set for redemption), redeem all, but not some only, of the outstanding Securities at their principal amount plus accrued interest up to but excluding the date set for redemption.

Purchase of Securities by the State Treasury

The State Treasury may at any time purchase any Securities through the market or by tender at any price. If purchases are made by tender, tenders must be available to all holders of Securities of the same series. Any Securities purchased by or on behalf of the State Treasury may be held, resold or cancelled.

Form and Settlement

If specified in a prospectus supplement, the State Treasury will issue the Securities of each series as one or more fully registered global securities (each a “Global Security”), which will be deposited with, or on behalf of, The Depository Trust Company, New York (“DTC”), and/or one or more other depositaries named in the prospectus supplement, such as Euroclear Bank S.A./N.V. (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream”). Except as set forth below, the Global Securities may be transferred, in whole and not in part, only to DTC or its nominee.

DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities of its participants and facilitates the clearance and settlement of securities transactions through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules that apply to DTC are on file with the SEC and the DTC agrees and represents to its participants that it will administer its book-entry system in accordance with its rules and requirements of law.

Upon the issuance of the Global Securities, the State Treasury expects that the depositary or nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the Securities represented by the Global Securities to the accounts of institutions that have accounts with the depositary or nominee, known as the participants. Ownership of beneficial interests in a Global Security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limitations may impair the ability to own, transfer or pledge beneficial interests in a Global Security.

The State Treasury will provide the fiscal agent with any payment of principal or interest due on the Securities on any interest payment date or at maturity. As soon as possible thereafter, the fiscal agent will make such payments to the depositary or nominee that is the registered owner of the Global Security representing such Securities in accordance with arrangements between the fiscal agent and the depositary. The State Treasury expects that the depositary or nominee, upon receipt of any payment of principal or interest, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown on the relevant records. The State Treasury also expects that payments by participants to owners of beneficial interests in the Global Security will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of such participants. Neither the State Treasury nor the fiscal agent will have any responsibility or liability for payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records.

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So long as a depositary or nominee is the registered owner of a Global Security, it will be considered the sole owner and holder of the Securities represented by such Global Security. Except as provided below or in a prospectus supplement, owners of beneficial interests in a Global Security:

·will not be entitled to have the Securities represented by such Global Security registered in their names;

·will not receive or be entitled to receive physical delivery of Securities in definitive form upon exchange or otherwise; and

·will not be considered the owners or holders of any Securities represented by such Global Security.

Accordingly, such person owning a beneficial interest in a Global Security must rely on the procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder of Securities. Under existing industry practice, if an owner of a beneficial interest in a Global Security desires to take any action that the depositary or its nominee, as the holder of the Global Security, would be entitled to take, the depositary would authorize the participants to take such action, and the participants would authorize beneficial owners to take such action or would otherwise act upon the instructions of beneficial owners.

Unless stated otherwise in a prospectus supplement, a Global Security may only be transferred as a whole in the following manner:

·by the related depositary to a nominee of such depositary or by a nominee of such depositary to such depositary or any other nominee of such depositary; or

·by such depositary or any such nominee to another depositary for such Securities or its nominee or to a successor of the depositary or a nominee of such successor.

Securities represented by a Global Security are exchangeable for Securities in definitive form in denominations specified in the applicable prospectus supplement if:

·the depositary, or each of Euroclear and Clearstream, notifies the State Treasury that it is unwilling or unable to continue as depositary for such Global Security or if the depositary ceases to be a clearing agency registered under applicable law and a replacement depositary is not appointed within 90 days;

·the State Treasury decides not to have all of the related Securities represented by such Global Security;

·an Event of Default has occurred and is continuing; or

·such other events occur as may be specified in a prospectus supplement.

Any Security that is exchangeable pursuant to the preceding sentence is exchangeable for Securities in definitive form registered in such names as the depositary shall direct. Securities in definitive form may be presented for registration of transfer or exchange at the office of the fiscal agent in The City of New York and principal thereof and interest thereon will be payable at such office of the fiscal agent, provided that interest thereon may be paid by check mailed to the registered holders of the Securities. Subject to the foregoing, a Global Security is not exchangeable, except for a Global Security or Global Securities of the same aggregate denominations to be registered in the name of the depositary or its nominee.

Prescription

The Securities will be subject to the limitation periods relating to claims for principal and interest as provided by Article 118 of the Polish Civil Code, dated April 23, 1964, as amended, which provides a six-year limitation period on claims for principal and a three-year limitation period on claims for interest.

Judgment Currency

The State Treasury agrees that if a judgment or order given or made by any court for the payment of any amount in respect of any Security is expressed in a currency, the judgment currency, other than the U.S. dollar, the denomination currency, the State Treasury will pay any deficiency arising or resulting from any variation in

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rates of exchange between the date as of which the amount in the denomination currency is notionally converted into the amount in the judgment currency for the purposes of such judgment or order and the date of actual payment thereof. This obligation will constitute a separate and independent obligation from the other obligations under the Securities, will give rise to a separate and independent cause of action, will apply irrespective of any waiver or extension granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Security or under any such judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Security or under any such judgment or order.

Governing Law; Consent to Service; Sovereign Immunity

The Fiscal Agency Agreement and the Securities will be governed by and interpreted in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereof that would require the application of the laws of a jurisdiction other than the State of New York, except that all matters governing the authorization and execution of the Securities by the State Treasury will be governed by the laws of Poland. The State Treasury will appoint the Consul General of the Republic of Poland, 233 Madison Avenue, New York, NY 10016 as its authorized agent upon which process may be served in any action arising out of or based on the Securities which may be instituted in any State or federal court in New York City by any holder of a Security. Poland will irrevocably waive to the fullest extent permitted by law any immunity from jurisdiction to which it might otherwise be entitled in any action (other than a pre-judgment attachment which is expressly not waived) arising out of or based on the Securities which may be instituted by any holder of a Security in any State or federal court in New York City or in any competent court in Poland, except for its sovereign immunity in connection with any actions arising out of or based on U.S. federal or state securities laws as further described below. Such waiver of immunities constitutes only a limited and specific waiver for the purposes of the Securities and under no circumstances shall it be interpreted as a general waiver by Poland or a waiver with respect to proceedings unrelated to the Securities. However, the United States Foreign Sovereign Immunities Act of 1976 (the “Immunities Act”), may provide an effective means of service and preclude granting sovereign immunity in such actions.

The Immunities Act may also provide a means for limited execution upon such property of Poland in the United States as is related to the service or administration of the Securities. Under the laws of Poland, subject to certain exceptions, assets of Poland are immune from attachment or other forms of execution whether before or after judgment. Poland does not waive any immunity in respect of property which is ambassadorial or consular property or buildings or the contents thereof, in each case situated outside Poland, or any bank accounts of such embassies or consulates, in each case necessary for proper ambassadorial and consular functions, or any military property or assets of Poland nor does it waive immunity from execution or attachment or process in the nature thereof.

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ENFORCEABILITY OF JUDGMENTS

Poland is a foreign sovereign State. Consequently, it may be difficult for investors to obtain or enforce judgments of courts in the United States against Poland. The State Treasury will irrevocably submit to the jurisdiction of the federal and state courts in New York City, and will irrevocably waive any immunity from the jurisdiction (including sovereign immunity but not all immunity from execution or attachment or process in the nature thereof) of such courts and any objection to venue, in connection with any action arising out of or based upon the Securities brought by any holder of Securities.

Poland reserves the right to plead sovereign immunity under the Immunities Act with respect to actions brought against it under U.S. federal securities laws or any state securities laws. In the absence of a waiver of immunity by Poland with respect to such action, it would not be possible to obtain a U.S. judgment in such an action against Poland unless a court were to determine that Poland is not entitled under the Immunities Act to sovereign immunity with respect to such action. The State Treasury has been advised by White & Case, M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa, Polish counsel for the State Treasury, that enforceability in Poland of final judgments of U.S. courts, including those obtained in actions predicated upon the civil liability provisions of the U.S. federal securities laws, will be subject to the rules governing enforcement in Poland of civil judgments of foreign courts specified in the Polish Code of Civil Procedure.

Foreign court judgments are recognizable under Article 1145 of the Polish Code of Civil Procedure (Kodeks postępowania cywilnego) and are enforceable in Poland under Article 1150 of the Polish Code of Civil Procedure provided there are no negative grounds listed in Article 1146 of the Polish Code of Civil Procedure or they are not enforceable in the country of their origin, with the exception of foreign court judgments that were issued in the countries with which Poland is bound by a relevant international treaty (bilateral or multilateral) and such treaty waives the application of the relevant provisions of the Polish Code of Civil Procedure.

Pursuant to Article 1145 of the Polish Code of Civil Procedure, judgments of foreign courts issued in civil cases are automatically recognized in Poland by operation of law unless there exists an exception as set forth in Article 1146 of the Code of Civil Procedure.

Pursuant to Article 1146, Section 1 of the Polish Code of Civil Procedure, a judgment issued by a foreign court will not be recognized if:

(i)it is not legally final and binding in the state where it was issued;

(ii)it was issued in a case subject to the exclusive jurisdiction of Polish courts;

(iii)the defendant, who did not engage in dispute as to the essence of the case, has not received, duly and at a time making it possible to undertake defense, the letter initiating the proceedings;

(iv)a party was deprived of the possibility to defend itself in the course of proceedings;

(v)a case for the same claim between the same parties had been pending in Poland earlier than before the foreign court;

(vi)it is contrary to an earlier legally final and binding judgment of a Polish court or an earlier legally final and binding judgment of a foreign court complying with the conditions of its recognition in Poland issued in a case for the same claim between the same parties; or

(vii)recognition would be contrary to the basic principles of public policy in Poland.

Reciprocity in the recognition of judgments between Poland and the foreign court’s country is no longer necessary.

Recognition of a foreign judgment in Poland does not automatically bring about its enforcement. In order for a foreign judgment to be declared enforceable in Poland, it has to be enforceable in the country of its origin and should not fall under the conditions for the refusal of recognition set out in Article 1146 of the Polish Code of Civil Procedure.

53

Subject to the above, if all the relevant conditions are met, the enforceability in Poland of final judgments of U.S. courts would not require retrial in Poland. However, a Polish court would need to issue an order declaring the foreign judgment enforceable in Poland. In addition, Polish law contains specific rules regarding the recognition and enforcement of judgments against assets of Treasury.

In original actions brought before Polish courts, there is doubt as to the enforceability of liabilities based on the U.S. federal securities laws.

The State Treasury has appointed an authorized agent in New York City upon whom service of process can be made. As a result of the State Treasury’s appointment of such agent in New York City, investors will be able to effect service of process upon Poland in original actions in Federal and state courts in New York City (subject to the preceding paragraphs). Regardless of the validity of such service of process under New York law, enforceability in Poland of final judgments of New York courts remains subject as described above. To commence original actions in Polish courts, service of process upon the State Treasury’s New York agent will not suffice, and valid service of process must be made under Polish law. Under Polish law, service of process is effected by delivery of the claim to the circuit court (Sad Okręgowy) and such court is responsible for service upon the defendant to finalize the service of process.

54

TAXATION

Information regarding Polish, United States federal income and certain other taxation matters will be included in the relevant prospectus supplement.

55

PLAN OF DISTRIBUTION

This summary plan of distribution will be supplemented by a description of the particular offering and its terms and conditions in a prospectus supplement issued for each series of Securities.

The State Treasury may sell Securities to or through underwriters. The State Treasury may also sell Securities directly to other purchasers or through agents. These firms may also act as agents. Only agents or underwriters named in the prospectus supplement are deemed to be agents or underwriters in connection with the Securities offered by the prospectus supplement.

The Securities may be distributed from time to time in one or more transactions:

·at a fixed price or prices which the State Treasury may change;

·at market prices prevailing at the time of sale;

·at prices related to prevailing market prices; or

·at negotiated prices.

In connection with the sale of Securities, the State Treasury may pay compensation to underwriters. Underwriters who act as agents for purchasers of securities may also receive compensation from the purchasers in the form of discounts, concessions or commissions. Underwriters may sell securities to or through dealers. The dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of Securities may be deemed to be underwriters under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any discount or commissions received by underwriters, dealers and agents from the State Treasury and any profit on the resale of Securities by them may be deemed to be underwriting discounts and commissions. The State Treasury will identify any underwriter or agent, and describe any compensation received from us in the prospectus supplement.

The Securities may be a new issue of Securities with no established trading market. Underwriters and agents that the State Treasury sells Securities to for public offering and sale may make a market in the Securities. However, the underwriters and agents will not be obligated to make a market in the securities and may discontinue any market making at any time without notice. The State Treasury cannot assure you that there will be a liquid trading market for the Securities.

The State Treasury may enter into agreements with underwriters, dealers and agents who participate in the distribution of Securities. These agreements may entitle the underwriters, dealers and agents to indemnification by the State Treasury against certain liabilities, including liabilities under the Securities Act.

The State Treasury may authorize underwriters or other persons acting as their agents to solicit offers by institutions to purchase Securities from the State Treasury under contracts which provide for payment and delivery on a future date. The State Treasury will describe these arrangements in the prospectus supplement. The underwriters may enter into these contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions. The State Treasury must approve the institutions in all cases. The obligations of any purchaser under any of these contracts will be subject to the condition that the purchase of the Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and other agents will not have any responsibility in connection with the validity or performance of these contracts.

56

VALIDITY OF THE SECURITIES

Except as may otherwise be indicated in any prospectus supplement, the validity of each series of Securities will be passed upon on behalf of the State Treasury by or on behalf of the Director of the Legal Department, Ministry of Finance, ul. Swiętokrzyska 12, Warsaw, Poland and, as to U.S. and New York State law, by White & Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom, United States counsel for the State Treasury, and, as to Polish law, by White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa, Q22, Al. Jana Pawła II 22, 00-133 Warsaw, Poland, Polish counsel for the State Treasury. Certain legal matters will be passed upon for any underwriters by counsel identified in the related prospectus supplement. All statements in this prospectus or any prospectus supplement hereto, with respect to matters of Polish law have been passed upon by the Director of the Legal Department, Ministry of Finance, Republic of Poland and are made upon his authority.

57

AUTHORIZED AGENT IN THE UNITED STATES

The authorized agent of the State Treasury in the United States is the Consul General of the Republic of Poland, 233 Madison Avenue, New York, NY 10016.

58

OFFICIAL STATEMENTS AND DOCUMENTS

Information included herein which is identified as being derived from a publication of or supplied by Poland or one of its agencies or instrumentalities is included herein on the authority of such publication as a public official document of Poland. All other information herein and in the Registration Statement of which this prospectus is a part, other than included under the caption “Plan of Distribution” herein, is included as a public official statement made on the authority of Tadeusz Kościński, Minister of Finance of the Republic of Poland.

59

FURTHER INFORMATION

The information set forth herein relating to Poland has been reviewed by Tadeusz Kościński, Minister of Finance of the Republic of Poland, and is included herein on his authority.

The information for which the National Bank of Poland has been cited as the source was provided by the National Bank of Poland. The information for which the Statistics Poland is cited as the source was provided by the Statistics Poland.

A registration statement, as it may be amended from time to time, relating to the Securities on file at the SEC, contains further information. The SEC maintains an internet site (http://www.sec.gov) that contains reports and other information regarding issuers that file electronically with the SEC.

60

INDEX TO TABLES AND SUPPLEMENTARY INFORMATION

State Treasury Internal Debt as of December 31, 2019
Marketable Treasury bonds with a maturity at issuance of more than a year	T-2
Retail Treasury bonds with a maturity at issuance of more than a year	T-4
State Treasury External Debt as of December 31, 2019 with a maturity at issuance of more than a year	T-11
State Guarantees and Sureties as of December 31, 2019 with a maturity at issuance of more than a year	T-14

T-1

State Treasury Internal Debt

Marketable Treasury bonds with a maturity at issuance of more than one year

As of December 31, 2019

Series Short Name	Issuance Date	Maturity Date	ISIN Code	Outstanding (PLN millions)	Interest Rate (%)
WZ0120	03/30/2015	25/01/2020	PL0000108601	5,498.787	Floating
WZ0121	03/19/2010	25/01/2021	PL0000106068	26,041.350	Floating
PP0722	21/07/2017	21/07/2022	PL0000110086	2,000.000	Floating
WZ1122	08/01/2016	11/25/2022	PL0000109377	30,525.431	Floating
WZ0124	02/15/2013	01/25/2024	PL0000107454	25,984.089	Floating
WZ0524	02/26/2018	05/25/2024	PL0000110615	29,768.682	Floating
WZ0525	05/27/2019	05/25/2025	PL0000111738	14,479.285	Floating
WZ0126	08/10/2015	01/25/2026	PL0000108817	24,716.480	Floating
WZ0528	11/13/2017	05/25/2028	PL0000110383	28,911.464	Floating
WZ1129	07/15/2019	11/25/2029	PL0000111928	8,000.923	Floating
Total				195,926.49
OK0720	10/27/2017	07/25/2020	PL0000110375	4,260.694	0.00
OK0521	11/19/2018	05/25/.2021	PL0000111274	16,485.607	0.00
OK0722	10/29/2019	07/25/2022	PL0000112165	4,007.630	0.00
Total				24,753.93
PS0420	01/14/2015	04/25/2020	PL0000108510	14,478.871	1.50
PS0421	10/12/2015	04/25/2021	PL0000108916	26,798.293	2.00
PS0721	03/29/2016	07/25/2021	PL0000109153	30,195.157	1.75
PS0422	10/25/2016	04/25/2022	PL0000109492	28,711.511	2.25
PS0123	08/07/2017	01/25/2023	PL0000110151	32,685.378	2.50
PS0424	10/08/2018	04/25/2024	PL0000111191	32,053.130	2.50
PS1024	05/13/2019	10/25/2024	PL0000111720	18,212.879	2.25
Total				183,135.22
DS1020	07/25/2010	07/25/2020	PL0000106126	11,154.254	5.25
DS1021	07/25/2011	07/25/2021	PL0000106670	16,181.628	5.75
DS1023	07/25/2012	07/25/2023	PL0000107264	26,786.861	4.00
DS0725	06/09/2014	07/25/2025	PL0000108197	28,428.531	3.25

T-2

Series Short Name	Issuance Date	Maturity Date	ISIN Code	Outstanding (PLN millions)	Interest Rate (%)
DS0726	10/25/2006	07/25/2026	PL0000108866	36,934.794	2.50
DS0727	10/25/2008	07/25/2027	PL0000109427	31,971.360	2.50
DS1029	02/11/2019	10/25/2029	PL0000111498	20,200.010	2.75
Total				171,657.44
WS0922	04/22/2002	09/23/2022	PL0000102646	22,529.065	5.75
WS0428	05/20/2013	04/25/2028	PL0000107611	30,207.558	2.75
WS0429	09/12/2008	04/25/2029	PL0000105391	8,680.338	2.75
WS0437	06/15/2007	04/25/2037	PL0000104857	1,246.504	5.00
WS0447	02/20/2017	04/25/2047	PL0000109795	3,161.110	4.00
Total				65,824.58
IZ0823(1)	08/25/2008	08/25/2023	PL0000105359	3,889.092	2.75

(1)Issued and outstanding amounts in case of IZ series are presented at initial face value.

Source:  Ministry of Finance

T-3

State Treasury Internal Debt

Retail Treasury bonds with a maturity at issuance of more than one year

As at December 31, 2019

Series No.	Issue Date	Maturity Date(1)	Issued	Outstanding	Interest Rate
				(PLN millions)
OTS0120	10/01/2019	3 months from date of purchase	1,000	523.94	1.50	%
OTS0220	11/01/2019	3 months from date of purchase	1,000	463.78	1.50	%
OTS0320	12/01/2019	3 months from date of purchase	1,000	423.86	1.50	%
			3,000	1,411.59
POS0420	06/01/2019	10 months from date of purchase	1,000	563.47	1.50	%
			1,000	563.47
DOS0120	01/01/2018	2 years from date of purchase	1,000	283.58	2.10	%
DOS0220	02/01/2018	2 years from date of purchase	1,000	391.70	2.10	%
DOS0320	03/01/2018	2 years from date of purchase	1,000	293.81	2.10	%
DOS0420	04/01/2018	2 years from date of purchase	1,000	231.68	2.10	%
DOS0520	05/01/2018	2 years from date of purchase	1,000	212.02	2.10	%
DOS0620	06/01/2018	2 years from date of purchase	1,000	201.00	2.10	%
DOS0720	07/01/2018	2 years from date of purchase	1,000	336.00	2.10	%
DOS0820	08/01/2018	2 years from date of purchase	1,000	266.26	2.10	%
DOS0920	09/01/2018	2 years from date of purchase	1,000	236.73	2.10	%
DOS1020	10/01/2018	2 years from date of purchase	1,000	481.51	2.10	%
DOS1120	11/01/2018	2 years from date of purchase	1,000	280.43	2.10	%
DOS1220	12/01/2018	2 years from date of purchase	1,000	259.91	2.10	%
DOS0121	01/01/2019	2 years from date of purchase	1,000	304.60	2.10	%
DOS0221	02/01/2019	2 years from date of purchase	1,000	246.43	2.10	%
DOS0321	03/01/2019	2 years from date of purchase	1,000	296.82	2.10	%
DOS0421	04/01/2019	2 years from date of purchase	1,000	324.18	2.10	%
DOS0521	05/01/2019	2 years from date of purchase	1,000	319.09	2.10	%
DOS0621	06/01/2019	2 years from date of purchase	1,000	256.90	2.10	%
DOS0721	07/01/2019	2 years from date of purchase	1,000	332.15	2.10	%
DOS0821	08/01/2019	2 years from date of purchase	1,000	301.66	2.10	%
DOS0921	09/01/2019	2 years from date of purchase	1,000	272.13	2.10	%
DOS1021	10/01/2019	2 years from date of purchase	1,000	381.14	2.10	%
DOS1121	11/01/2019	2 years from date of purchase	1,000	296.79	2.10	%
DOS1221	12/01/2019	2 years from date of purchase	1,000	319.28	2.10	%
TOTAL			24,000	7,125.82
TOZ0120	01/01/2017	3 years from date of purchase	500	19.29	Floating (6M WIBOR*1.00	)
TOZ0220	02/01/2017	3 years from date of purchase	500	32.08	Floating (6M WIBOR*1.00	)
TOZ0320	03/01/2017	3 years from date of purchase	500	12.27	Floating (6M WIBOR*1.00	)
TOZ0420	04/01/2017	3 years from date of purchase	500	11.33	Floating (6M WIBOR*1.00	)
TOZ0520	05/01/2017	3 years from date of purchase	500	24.95	Floating (6M WIBOR*1.00	)
TOZ0620	06/01/2017	3 years from date of purchase	500	11.52	Floating (6M WIBOR*1.00	)
TOZ0720	07/01/2017	3 years from date of purchase	500	9.09	Floating (6M WIBOR*1.00	)
TOZ0820	08/01/2017	3 years from date of purchase	500	22.75	Floating (6M WIBOR*1.00	)
TOZ0920	09/01/2017	3 years from date of purchase	500	12.77	Floating (6M WIBOR*1.00	)
TOZ1020	10/01/2017	3 years from date of purchase	500	11.85	Floating (6M WIBOR*1.00	)
TOZ1120	11/01/2017	3 years from date of purchase	500	21.96	Floating (6M WIBOR*1.00	)

T-4

TOZ1220	12/01/2017	3 years from date of purchase	500	12.08	Floating (6M WIBOR*1.00	)
TOZ0121	01/01/2018	3 years from date of purchase	500	14.08	Floating (6M WIBOR*1.00	)
TOZ0221	02/01/2018	3 years from date of purchase	500	19.19	Floating (6M WIBOR*1.00	)
TOZ0321	03/01/2018	3 years from date of purchase	500	10.54	Floating (6M WIBOR*1.00	)
TOZ0421	04/01/2018	3 years from date of purchase	500	6.74	Floating (6M WIBOR*1.00	)
TOZ0521	05/01/2018	3 years from date of purchase	500	12.34	Floating (6M WIBOR*1.00	)
TOZ0621	06/01/2018	3 years from date of purchase	500	12.88	Floating (6M WIBOR*1.00	)
TOZ0721	07/01/2018	3 years from date of purchase	500	11.78	Floating (6M WIBOR*1.00	)
TOZ0821	08/01/2018	3 years from date of purchase	500	17.48	Floating (6M WIBOR*1.00	)
TOZ0921	09/01/2018	3 years from date of purchase	500	15.24	Floating (6M WIBOR*1.00	)
TOZ1021	10/01/2018	3 years from date of purchase	500	11.83	Floating (6M WIBOR*1.00	)
TOZ1121	11/01/2018	3 years from date of purchase	500	17.50	Floating (6M WIBOR*1.00	)
TOZ1221	12/01/2018	3 years from date of purchase	500	11.55	Floating (6M WIBOR*1.00	)
TOZ0122	01/01/2019	3 years from date of purchase	1,000	11.37	Floating (6M WIBOR*1.00	)
TOZ0222	02/01/2019	3 years from date of purchase	1,000	13.88	Floating (6M WIBOR*1.00	)
TOZ0322	03/01/2019	3 years from date of purchase	1,000	12.08	Floating (6M WIBOR*1.00	)
TOZ0422	04/01/2019	3 years from date of purchase	1,000	12.21	Floating (6M WIBOR*1.00	)
TOZ0522	05/01/2019	3 years from date of purchase	1,000	19.28	Floating (6M WIBOR*1.00	)
TOZ0622	06/01/2019	3 years from date of purchase	1,000	11.57	Floating (6M WIBOR*1.00	)
TOZ0722	07/01/2019	3 years from date of purchase	1,000	13.40	Floating (6M WIBOR*1.00	)
TOZ0822	08/01/2019	3 years from date of purchase	1,000	17.99	Floating (6M WIBOR*1.00	)
TOZ0922	09/01/2019	3 years from date of purchase	1,000	12.05	Floating (6M WIBOR*1.00	)
TOZ1022	10/01/2019	3 years from date of purchase	1,000	16.28	Floating (6M WIBOR*1.00	)
TOZ1122	11/01/2019	3 years from date of purchase	1,000	17.64	Floating (6M WIBOR*1.00	)
TOZ1222	12/01/2019	3 years from date of purchase	1,000	16.60	Floating (6M WIBOR*1.00	)
TOTAL			24,000	537.44
COI0120	01/01/2016	4 years from date of purchase	500	27.92	Floating
COI0220	02/01/2016	4 years from date of purchase	500	36.92	Floating
COI0320	03/01/2016	4 years from date of purchase	500	36.32	Floating
COI0420	04/01/2016	4 years from date of purchase	500	37.84	Floating
COI0520	05/01/2016	4 years from date of purchase	500	35.60	Floating
COI0620	06/01/2016	4 years from date of purchase	500	29.06	Floating
COI0720	07/01/2016	4 years from date of purchase	500	35.13	Floating
COI0820	08/01/2016	4 years from date of purchase	500	43.08	Floating
COI0920	09/01/2016	4 years from date of purchase	500	36.00	Floating
COI1020	10/01/2016	4 years from date of purchase	500	114.80	Floating
COI1120	11/01/2016	4 years from date of purchase	500	52.40	Floating
COI1220	12/01/2016	4 years from date of purchase	500	56.93	Floating
COI0121	01/01/2017	4 years from date of purchase	500	125.35	Floating
COI0221	02/01/2017	4 years from date of purchase	500	155.19	Floating
COI0321	03/01/2017	4 years from date of purchase	500	203.77	Floating
COI0421	04/01/2017	4 years from date of purchase	500	227.11	Floating
COI0521	05/01/2017	4 years from date of purchase	500	228.22	Floating
COI0621	06/01/2017	4 years from date of purchase	500	167.08	Floating
COI0721	07/01/2017	4 years from date of purchase	500	156.63	Floating
COI0821	08/01/2017	4 years from date of purchase	500	221.20	Floating
COI0921	09/01/2017	4 years from date of purchase	500	160.59	Floating
COI1021	10/01/2017	4 years from date of purchase	500	245.28	Floating
COI1121	11/01/2017	4 years from date of purchase	500	232.46	Floating
COI1221	12/01/2017	4 years from date of purchase	500	184.66	Floating
COI0122	01/01/2018	4 years from date of purchase	500	255.93	Floating
COI0222	02/01/2018	4 years from date of purchase	500	268.42	Floating

T-5

COI0322	03/01/2018	4 years from date of purchase	500	226.14	Floating
COI0422	04/01/2018	4 years from date of purchase	500	224.17	Floating
COI0522	05/01/2018	4 years from date of purchase	500	186.71	Floating
COI0622	06/01/2018	4 years from date of purchase	500	186.27	Floating
COI0722	07/01/2018	4 years from date of purchase	500	256.53	Floating
COI0822	08/01/2018	4 years from date of purchase	500	234.27	Floating
COI0922	09/01/2018	4 years from date of purchase	500	253.16	Floating
COI1022	10/01/2018	4 years from date of purchase	500	429.82	Floating
COI1122	11/01/2018	4 years from date of purchase	500	388.92	Floating
COI1222	12/01/2018	4 years from date of purchase	500	337.90	Floating
COI0123	01/01/2019	4 years from date of purchase	1,000	319.05	Floating
COI0223	02/01/2019	4 years from date of purchase	1,000	288.83	Floating
COI0323	03/01/2019	4 years from date of purchase	1,000	221.54	Floating
COI0423	04/01/2019	4 years from date of purchase	1,000	335.77	Floating
COI0523	05/01/2019	4 years from date of purchase	1,000	358.41	Floating
COI0623	06/01/2019	4 years from date of purchase	1,000	305.03	Floating
COI0723	07/01/2019	4 years from date of purchase	1,000	563.72	Floating
COI0823	08/01/2019	4 years from date of purchase	1,000	768.74	Floating
COI0923	09/01/2019	4 years from date of purchase	1,000	705.36	Floating
COI1023	10/01/2019	4 years from date of purchase	1,000	848.28	Floating
COI1123	11/01/2019	4 years from date of purchase	1,000	721.61	Floating
COI1223	12/01/2019	4 years from date of purchase	1,000	683.03	Floating
TOTAL			30,000	12,217.15
ROS1022	10/01/2016	6 years from date of purchase	500	0.41	Floating
ROS1122	11/01/2016	6 years from date of purchase	500	0.64	Floating
ROS1222	12/01/2016	6 years from date of purchase	500	0.38	Floating
ROS0123	01/01/2017	6 years from date of purchase	500	0.48	Floating
ROS0223	02/01/2017	6 years from date of purchase	500	0.41	Floating
ROS0323	03/01/2017	6 years from date of purchase	500	0.91	Floating
ROS0423	04/01/2017	6 years from date of purchase	500	0.57	Floating
ROS0523	05/01/2017	6 years from date of purchase	500	0.65	Floating
ROS0623	06/01/2017	6 years from date of purchase	500	0.49	Floating
ROS0723	07/01/2017	6 years from date of purchase	500	0.44	Floating
ROS0823	08/01/2017	6 years from date of purchase	500	0.73	Floating
ROS0923	09/01/2017	6 years from date of purchase	500	0.67	Floating
ROS1023	10/01/2017	6 years from date of purchase	500	0.67	Floating
ROS1123	11/01/2017	6 years from date of purchase	500	0.91	Floating
ROS1223	12/01/2017	6 years from date of purchase	500	1.14	Floating
ROS0124	01/01/2018	6 years from date of purchase	500	1.24	Floating
ROS0224	02/01/2018	6 years from date of purchase	500	0.92	Floating
ROS0324	03/01/2018	6 years from date of purchase	500	1.27	Floating
ROS0424	04/01/2018	6 years from date of purchase	500	0.80	Floating
ROS0524	05/01/2018	6 years from date of purchase	500	0.98	Floating
ROS0624	06/01/2018	6 years from date of purchase	500	1.14	Floating
ROS0724	07/01/2018	6 years from date of purchase	500	1.10	Floating
ROS0824	08/01/2018	6 years from date of purchase	500	0.95	Floating
ROS0924	09/01/2018	6 years from date of purchase	500	1.40	Floating
ROS1024	10/01/2018	6 years from date of purchase	500	1.15	Floating
ROS1124	11/01/2018	6 years from date of purchase	500	1.48	Floating
ROS1224	12/01/2018	6 years from date of purchase	500	1.04	Floating
ROS0125	01/01/2019	6 years from date of purchase	500	1.44	Floating
ROS0225	02/01/2019	6 years from date of purchase	500	1.16	Floating

T-6

ROS0325	03/01/2019	6 years from date of purchase	500	1.56	Floating
ROS0425	04/01/2019	6 years from date of purchase	500	1.42	Floating
ROS0525	05/01/2019	6 years from date of purchase	500	1.53	Floating
ROS0625	06/01/2019	6 years from date of purchase	500	1.33	Floating
ROS0725	07/01/2019	6 years from date of purchase	500	2.41	Floating
ROS0825	08/01/2019	6 years from date of purchase	500	5.20	Floating
ROS0925	09/01/2019	6 years from date of purchase	500	4.21	Floating
ROS1025	10/01/2019	6 years from date of purchase	500	5.41	Floating
ROS1125	11/01/2019	6 years from date of purchase	500	5.88	Floating
ROS1225	12/01/2019	6 years from date of purchase	500	6.65	Floating
TOTAL			19,500	61.15
EDO0120	01/01/2010	10 years from date of purchase	500	85.63	Floating
EDO0220	02/01/2010	10 years from date of purchase	500	86.86	Floating
EDO0320	03/01/2010	10 years from date of purchase	500	126.35	Floating
EDO0420	04/01/2010	10 years from date of purchase	500	14.43	Floating
EDO0520	05/01/2010	10 years from date of purchase	500	24.26	Floating
EDO0620	06/01/2010	10 years from date of purchase	500	15.32	Floating
EDO0720	07/01/2010	10 years from date of purchase	500	21.60	Floating
EDO0820	08/01/2010	10 years from date of purchase	500	19.05	Floating
EDO0920	09/01/2010	10 years from date of purchase	500	17.44	Floating
EDO1020	10/01/2010	10 years from date of purchase	500	36.03	Floating
EDO1120	11/01/2010	10 years from date of purchase	500	18.91	Floating
EDO1220	12/01/2010	10 years from date of purchase	500	23.56	Floating
EDO0121	01/01/2011	10 years from date of purchase	500	24.40	Floating
EDO0221	02/01/2011	10 years from date of purchase	500	53.74	Floating
EDO0321	03/01/2011	10 years from date of purchase	500	47.76	Floating
EDO0421	04/01/2011	10 years from date of purchase	500	27.43	Floating
EDO0521	05/01/2011	10 years from date of purchase	500	29.07	Floating
EDO0621	06/01/2011	10 years from date of purchase	500	19.30	Floating
EDO0721	07/01/2011	10 years from date of purchase	500	27.44	Floating
EDO0821	08/01/2011	10 years from date of purchase	500	32.02	Floating
EDO0921	09/01/2011	10 years from date of purchase	500	22.17	Floating
EDO1021	10/01/2011	10 years from date of purchase	500	19.41	Floating
EDO1121	11/01/2011	10 years from date of purchase	500	41.50	Floating
EDO1221	12/01/2011	10 years from date of purchase	500	33.78	Floating
EDO0122	01/01/2012	10 years from date of purchase	500	36.76	Floating
EDO0222	02/01/2012	10 years from date of purchase	500	80.25	Floating
EDO0322	03/01/2012	10 years from date of purchase	500	65.69	Floating
EDO0422	04/01/2012	10 years from date of purchase	500	57.39	Floating
EDO0522	05/01/2012	10 years from date of purchase	500	70.50	Floating
EDO0622	06/01/2012	10 years from date of purchase	500	133.42	Floating
EDO0722	07/01/2012	10 years from date of purchase	500	33.51	Floating
EDO0822	08/01/2012	10 years from date of purchase	500	34.78	Floating
EDO0922	09/01/2012	10 years from date of purchase	500	36.36	Floating
EDO1022	10/01/2012	10 years from date of purchase	500	48.45	Floating
EDO1122	11/01/2012	10 years from date of purchase	500	33.25	Floating
EDO1222	12/01/2012	10 years from date of purchase	500	27.09	Floating
EDO0123	01/01/2013	10 years from date of purchase	500	44.42	Floating
EDO0223	02/01/2013	10 years from date of purchase	500	24.33	Floating
EDO0323	03/01/2013	10 years from date of purchase	500	21.53	Floating
EDO0423	04/01/2013	10 years from date of purchase	500	22.34	Floating
EDO0523	05/01/2013	10 years from date of purchase	500	13.95	Floating

T-7

EDO0623	06/01/2013	10 years from date of purchase	500	15.84	Floating
EDO0723	07/01/2013	10 years from date of purchase	500	20.42	Floating
EDO0823	08/01/2013	10 years from date of purchase	500	12.71	Floating
EDO0923	09/01/2013	10 years from date of purchase	500	9.73	Floating
EDO1023	10/01/2013	10 years from date of purchase	500	13.56	Floating
EDO1123	11/01/2013	10 years from date of purchase	500	12.71	Floating
EDO1223	12/01/2013	10 years from date of purchase	500	17.12	Floating
EDO0124	01/01/2014	10 years from date of purchase	500	29.59	Floating
EDO0224	02/01/2014	10 years from date of purchase	500	22.10	Floating
EDO0324	03/01/2014	10 years from date of purchase	500	13.85	Floating
EDO0424	04/01/2014	10 years from date of purchase	500	14.76	Floating
EDO0524	05/01/2014	10 years from date of purchase	500	13.86	Floating
EDO0624	06/01/2014	10 years from date of purchase	500	8.72	Floating
EDO0724	07/01/2014	10 years from date of purchase	500	9.91	Floating
EDO0824	08/01/2014	10 years from date of purchase	500	13.06	Floating
EDO0924	09/01/2014	10 years from date of purchase	500	8.05	Floating
EDO1024	10/01/2014	10 years from date of purchase	500	10.95	Floating
EDO1124	11/01/2014	10 years from date of purchase	500	13.95	Floating
EDO1224	12/01/2014	10 years from date of purchase	500	33.95	Floating
EDO0125	01/01/2015	10 years from date of purchase	500	29.80	Floating
EDO0225	02/01/2015	10 years from date of purchase	500	29.70	Floating
EDO0325	03/01/2015	10 years from date of purchase	500	22.75	Floating
EDO0425	04/01/2015	10 years from date of purchase	500	10.34	Floating
EDO0525	05/01/2015	10 years from date of purchase	500	11.03	Floating
EDO0625	06/01/2015	10 years from date of purchase	500	8.73	Floating
EDO0725	07/01/2015	10 years from date of purchase	500	7.89	Floating
EDO0825	08/01/2015	10 years from date of purchase	500	17.35	Floating
EDO0925	09/01/2015	10 years from date of purchase	500	23.35	Floating
EDO1025	10/01/2015	10 years from date of purchase	500	8.45	Floating
EDO1125	11/01/2015	10 years from date of purchase	500	17.26	Floating
EDO1225	12/01/2015	10 years from date of purchase	500	20.22	Floating
EDO0126	01/01/2016	10 years from date of purchase	500	30.75	Floating
EDO0226	02/01/2016	10 years from date of purchase	500	31.67	Floating
EDO0326	03/01/2016	10 years from date of purchase	500	14.84	Floating
EDO0426	04/01/2016	10 years from date of purchase	500	16.11	Floating
EDO0526	05/01/2016	10 years from date of purchase	500	18.52	Floating
EDO0626	06/01/2016	10 years from date of purchase	500	9.58	Floating
EDO0726	07/01/2016	10 years from date of purchase	500	16.84	Floating
EDO0826	08/01/2016	10 years from date of purchase	500	10.91	Floating
EDO0926	09/01/2016	10 years from date of purchase	500	9.94	Floating
EDO1026	10/01/2016	10 years from date of purchase	500	36.84	Floating
EDO1126	11/01/2016	10 years from date of purchase	500	14.21	Floating
EDO1226	12/01/2016	10 years from date of purchase	500	28.09	Floating
EDO0127	01/01/2017	10 years from date of purchase	500	55.89	Floating
EDO0227	02/01/2017	10 years from date of purchase	500	35.80	Floating
EDO0327	03/01/2017	10 years from date of purchase	500	37.34	Floating
EDO0427	04/01/2017	10 years from date of purchase	500	26.25	Floating
EDO0527	05/01/2017	10 years from date of purchase	500	40.07	Floating
EDO0627	06/01/2017	10 years from date of purchase	500	32.85	Floating
EDO0727	07/01/2017	10 years from date of purchase	500	36.81	Floating
EDO0827	08/01/2017	10 years from date of purchase	500	37.95	Floating
EDO0927	09/01/2017	10 years from date of purchase	500	36.33	Floating
EDO1027	10/01/2017	10 years from date of purchase	500	53.01	Floating
EDO1127	11/01/2017	10 years from date of purchase	500	66.39	Floating

T-8

EDO1227	12/01/2017	10 years from date of purchase	500	75.95	Floating
EDO0128	01/01/2018	10 years from date of purchase	500	110.21	Floating
EDO0228	02/01/2018	10 years from date of purchase	500	93.53	Floating
EDO0328	03/01/2018	10 years from date of purchase	500	66.02	Floating
EDO0428	04/01/2018	10 years from date of purchase	500	66.11	Floating
EDO0528	05/01/2018	10 years from date of purchase	500	67.17	Floating
EDO0628	06/01/2018	10 years from date of purchase	500	57.91	Floating
EDO0728	07/01/2018	10 years from date of purchase	500	68.85	Floating
EDO0828	08/01/2018	10 years from date of purchase	500	62.71	Floating
EDO0928	09/01/2018	10 years from date of purchase	500	62.54	Floating
EDO1028	10/01/2018	10 years from date of purchase	500	151.83	Floating
EDO1128	11/01/2018	10 years from date of purchase	500	94.72	Floating
EDO1228	12/01/2018	10 years from date of purchase	500	97.72	Floating
EDO0129	01/01/2019	10 years from date of purchase	1,000	154.04	Floating
EDO0229	02/01/2019	10 years from date of purchase	1,000	100.75	Floating
EDO0329	03/01/2019	10 years from date of purchase	1,000	82.51	Floating
EDO0429	04/01/2019	10 years from date of purchase	1,000	89.35	Floating
EDO0529	05/01/2019	10 years from date of purchase	1,000	105.29	Floating
EDO0629	06/01/2019	10 years from date of purchase	1,000	103.48	Floating
EDO0729	07/01/2019	10 years from date of purchase	1,000	155.07	Floating
EDO0829	08/01/2019	10 years from date of purchase	1,000	166.24	Floating
EDO0929	09/01/2019	10 years from date of purchase	1,000	162.41	Floating
EDO1029	10/01/2019	10 years from date of purchase	1,000	182.37	Floating
EDO1129	11/01/2019	10 years from date of purchase	1,000	164.71	Floating
EDO1229	12/01/2019	10 years from date of purchase	1,000	187.19	Floating
TOTAL			66,000	5,578.87
ROD1028	10/01/2016	12 years from date of purchase	500	0.28	Floating
ROD1128	11/01/2016	12 years from date of purchase	500	0.61	Floating
ROD1228	12/01/2016	12 years from date of purchase	500	0.61	Floating
ROD0129	01/01/2017	12 years from date of purchase	500	0.47	Floating
ROD0229	02/01/2017	12 years from date of purchase	500	0.45	Floating
ROD0329	03/01/2017	12 years from date of purchase	500	0.64	Floating
ROD0429	04/01/2017	12 years from date of purchase	500	0.44	Floating
ROD0529	05/01/2017	12 years from date of purchase	500	0.56	Floating
ROD0629	06/01/2017	12 years from date of purchase	500	0.54	Floating
ROD0729	07/01/2017	12 years from date of purchase	500	0.54	Floating
ROD0829	08/01/2017	12 years from date of purchase	500	0.59	Floating
ROD0929	09/01/2017	12 years from date of purchase	500	0.66	Floating
ROD1029	10/01/2017	12 years from date of purchase	500	0.73	Floating
ROD1129	11/01/2017	12 years from date of purchase	500	1.02	Floating
ROD1229	12/01/2017	12 years from date of purchase	500	1.38	Floating
ROD0130	01/01/2018	12 years from date of purchase	500	1.51	Floating
ROD0230	02/01/2018	12 years from date of purchase	500	1.24	Floating
ROD0330	03/01/2018	12 years from date of purchase	500	1.29	Floating
ROD0430	04/01/2018	12 years from date of purchase	500	0.94	Floating
ROD0530	05/01/2018	12 years from date of purchase	500	1.15	Floating
ROD0630	06/01/2018	12 years from date of purchase	500	1.07	Floating
ROD0730	07/01/2018	12 years from date of purchase	500	1.28	Floating
ROD0830	08/01/2018	12 years from date of purchase	500	1.32	Floating
ROD0930	09/01/2018	12 years from date of purchase	500	1.45	Floating
ROD1030	10/01/2018	12 years from date of purchase	500	1.28	Floating
ROD1130	11/01/2018	12 years from date of purchase	500	1.80	Floating

T-9

ROD1230	12/01/2018	12 years from date of purchase	500	1.59	Floating
ROD0131	01/01/2019	12 years from date of purchase	500	1.41	Floating
ROD0231	02/01/2019	12 years from date of purchase	500	1.41	Floating
ROD0331	03/01/2019	12 years from date of purchase	500	1.66	Floating
ROD0431	04/01/2019	12 years from date of purchase	500	1.59	Floating
ROD0531	05/01/2019	12 years from date of purchase	500	1.80	Floating
ROD0631	06/01/2019	12 years from date of purchase	500	1.62	Floating
ROD0731	07/01/2019	12 years from date of purchase	500	3.30	Floating
ROD0831	08/01/2019	12 years from date of purchase	500	6.04	Floating
ROD0931	09/01/2019	12 years from date of purchase	500	6.52	Floating
ROD1031	10/01/2019	12 years from date of purchase	500	6.37	Floating
ROD1131	11/01/2019	12 years from date of purchase	500	7.32	Floating
ROD1231	12/01/2019	12 years from date of purchase	500	9.05	Floating
TOTAL			19,500	73.52

(1)A series with a maturity date expressed as being a date falling a specified time after the “date of purchase” will be sold to purchasers within the month following its stated issue date and will be repayable on that maturity date.

Source:  Ministry of Finance

T-10

State Treasury External Debt
With a maturity at issuance of more than one year

	As of December 31, 2019
				Principal Amount
	Currency	Year of Issue	Year of Maturity	Fixed Rate	Floating Rate	Interest Rate(1)
				(U.S.$ millions)
¥6.8 billion 2.6475% Notes	JPY	2004	2034	62.60	—	2.6475
¥16.8 billion 3.22% Notes	JPY	2004	2034	154.65	—	3.220
EUR 5.25 billion 4.2% Notes	EUR	2005	2020	5,887.02	—	4.200
EUR 500 million 4.45% Notes	EUR	2005	2035	560.67	—	4.450
EUR 500 million 4.25% Notes	EUR	2005	2055	560.67	—	4.250
$100 million 5.408% Notes	USD	2005	2035	100.00	—	5.408
¥50 billion 2.24% Notes	JPY	2005	2021	460.27	—	2.240
¥60 billion 2.62% Notes	JPY	2006	2026	552.32	—	2.620
EUR 1.5 billion 4.5% Notes	EUR	2007	2022	1,682.00	—	4.500
¥50 billion 2.81% Notes	JPY	2007	2037	460.27	—	2.810
¥25 billion 3.3% Notes	JPY	2008	2038	230.13	—	3.300
EUR 410 million 5.125% Notes	EUR	2009	2024	459.75	—	5.125
EUR 3 billion 5.25% Notes	EUR	2010	2025	3,364.01	—	5.250
EUR 2.0 billion 4.0% Notes	EUR	2010	2021	2,242.67	—	4.000
¥28 billion 3.0% Notes	JPY	2011	2026	257.75	—	3.000
$2.0 billion 5.125% Notes	USD	2011	2021	1,721.00	—	5.125
EUR 460 million 5.361% Notes	EUR	2011	2026	515.81	—	5.361
$3.0 billion 5.0% Notes	USD	2011	2022	3,000.00	—	5.000
EUR 527 million 4.814% Notes	EUR	2012	2022	590.94	—	4.814
EUR 1.5 billion 3.75% Notes	EUR	2012	2023	1,682.00	—	3.750
$2.0 billion 3.0% Notes	USD	2012	2023	2,000.00	—	3.000
EUR 2.5 billion 3.375% Notes	EUR	2012	2024	2,803.34	—	3.375
¥10 billion 2.5% Notes	JPY	2012	2027	92.05	—	2.500
EUR 300 million 3.3% Notes	EUR	2013	2033	336.40	—	3.300
¥10 billion 0.91% Notes	JPY	2013	2020	92.05	—	0.910
EUR 2.0 billion 3.0% Notes	EUR	2014	2024	2,242.67	—	3.000
$2.0 billion 4.0% Notes	USD	2014	2024	2,000.00	—	4.000
EUR 300 million 3.272% Notes	EUR	2014	2034	336.40	—	3.272
CHF 500 million 1.0% Notes	CHF	2014	2021	516.27	—	1.000
EUR 1.0 billion 0.875% Notes	EUR	2015	2027	1,121.34	—	0.875
EUR 1.0 billion 1.5% Notes	EUR	2015	2025	1,121.34	—	1.500
EUR 1.75 billion 0.875% Notes	EUR	2015	2021	1,962.34	—	0.875
EUR 1.0 billion 1.5% Notes	EUR	2016	2026	1,121.34	—	1.500
EUR 2.0 billion 2.375% Notes	EUR	2016	2036	2,242.67	—	2.375
$ 1.75 billion 3.25% Notes	USD	2016	2026	1,750.00	—	3.250
EUR 750 million 1.0% Notes	EUR	2016	2028	841.00	—	1.000
EUR 500 million 2.0% Notes	EUR	2016	2046	560.67	—	2.000
EUR 750 million 0.5% Notes	EUR	2016	2021	841.00	—	0.500
EUR 1.0 billion 1.375% Notes	EUR	2017	2027	1,121.34	—	1.375
EUR 1.0 billion 1.125% Notes	EUR	2018	2026	1,121.34	—	1.125
EUR 1.5 billion 1.0% Notes	EUR	2019	2029	1,682.00	—	1.000
EUR 0.5 billion 2.0% Notes	EUR	2019	2049	560.67	—	2.000
European Investment Bank (1.9949)	EUR	1998	2022	39,84	—	5.45
European Investment Bank (20.574)	EUR	2000	2020	1,77	—	4.62
European Investment Bank (21.223)	EUR	2001	2020	3,67	—	4,13
European Investment Bank (21.153)	EUR	2001	2020	13,19	—	4,69
European Investment Bank (21.229)	EUR	2001	2020	12,20	—	4,03
European Investment Bank (21.424)	EUR	2001	2031	140,89	—	4.53
European Investment Bank (21.605)	EUR	2002	2026	31,26	—	4.22
European Investment Bank (22.290)	EUR	2003	2030	297,44	—	4.58
European Investment Bank (22.070)	EUR	2003	2032	38,50	—	4.59
European Investment Bank (22.896)	EUR	2004	2025	66,08	—	4.21
European Investment Bank (23.715)	EUR	2006	2027	198,94	—	4.53
European Investment Bank (24.128)	EUR	2007	2042	178,05	—	2,36
European Investment Bank (25.093)	EUR	2009	2019	140,17		0,00
European Investment Bank (25.771-01)	EUR	2010	2020	672,80		0,00
European Investment Bank (25.771-02)	EUR	2011	2025	672,80	—	3.72
European Investment Bank (25.771-03)	EUR	2013	2027	269,12		0.039
European Investment Bank (31.785)	EUR	2011	2021	—	269,12	Floating 1st tranche (EURIBOR 6M+0.341%) 2nd tranche (EURIBOR 6m+1.27%)

T-11

European Investment Bank (31.786)	EUR	2011	2021	—	504,60		Floating 1st tranche (EURIBOR 6M+0.341%) 2nd tranche (EURIBOR 6m+1.27%)
European Investment Bank (31.788)	EUR	2012	2020	—	84,10		Floating (EURIBOR 6M+1.22%)
European Investment Bank (31.788)	EUR	2012	2027	109,02	—		0,042
European Investment Bank (82.117-01)	EUR	2013	2027	201,84	—		0,039
European Investment Bank (82.824)	EUR	2013	2028	322,94	—		0,069
European Investment Bank (82,117—03)	EUR	2015	2035	217,47	—		0.00
European Investment Bank (82.825)	EUR	2013	2028	329,67	—		0,069
European Investment Bank (83.450)	EUR	2015	2030	134,56	—		0,00
European Investment Bank (84.252)	EUR	2015	2030	—	583,10		Floating (EURIBOR 6M-0.027%)
European Investment Bank (84.361)	EUR	2016	2031	784,94	—		0.041	%
European Investment Bank (84.627)	EUR	2015	2030	—	470,96		Floating (EURIBOR 6M-0.026%)
European Investment Bank (84.726)	EUR	2016	2041	87,46	—		0.011
European Investment Bank (85.057)	EUR	2016	2031	145,77	—		0.011
European Investment Bank (87.473)	EUR	2017	2028	342,01	—		0,761
European Investment Bank (87.474)	EUR	2017	2028	476,57	—		0,761
European Investment Bank (87.502)	EUR	2017	2028	470,96	—		1,341
European Investment Bank (87.853)	EUR	2018	2034	145,77	—		0,028
European Investment Bank (88.145)	EUR	2019	2030	101,70	—		0,227
European Investment Bank (89.147)	EUR	2019	2029	190,63	—		0,172
European Investment Bank (90.646)	EUR	2019	2029	342,01	—		0,172
World Bank (7358)	EUR	2006	2020	—	7.89	(3)	Floating (LIBOR 6M+0.52%)
World Bank (7384)	EUR	2006	2021	—	24.84	(3)	Floating (LIBOR 6M+0.52%)
World Bank (7436)	EUR	2007	2021	—	44.28	(3)	Floating (LIBOR 6M+0.52%)
World Bank (7626)	EUR	2008	2038	—	830.91	(3)	Floating (LIBOR 6M+0.52%)
World Bank (77330)	EUR	2009	2039	—	874.64	(3)	Floating (LIBOR 6M+Variable Spread)
World Bank (79490)	EUR	2010	2030	—	905.48	(3)	Floating (LIBOR 6M+Variable Spread)
World Bank (80700)	EUR	2011	2031	—	841.00	(3)	Floating (LIBOR 6M+Variable Spread)
World Bank (81860)	EUR	2012	2032	—	841.00	(3)	Floating (LIBOR 6M+Variable Spread)
World Bank (82730)	EUR	2013	2031	—	1,031.63	(3)	Floating (LIBOR 6M+Variable Spread)

T-12

World Bank (83840)	EUR	2014	2042	—		784.94	(3)	Floating (LIBOR 6M+Variable Spread)
World Bank (85220)	EUR	2015	2045	—		1,024.44	(3)	Floating (LIBOR 6M+Variable Spread)
World Bank (8524)	EUR	2016	2023	—		92.47	(3)	Floating (LIBOR 6M+Variable Spread)
Council of Europe Development Bank (1497 - 1)	EUR	2005	2020	—		0.56	(3)	Floating (EURIBOR 6M+0.07%)
Council of Europe Development Bank (1497 -2)	EUR	2005	2020	—		0.28	(3)	Floating (EURIBOR 3M+0.06%)
Council of Europe Development Bank (1497 - 3)	EUR	2006	2021	3.92	(3)	—		4.29%
Council of Europe Development Bank (1535 - 1)	EUR	2008	2033	—		0.87	(3)	Floating (EURIBOR 3M+0.09%)
Council of Europe Development Bank (1535 - 2)	EUR	2009	2024	—		2.80	(3)	Floating (EURIBOR 3M+0.81%)
Council of Europe Development Bank (1535 - 3)	EUR	2010	2025	—		4.71	(3)	Floating (EURIBOR 3M+0.51%)
Council of Europe Development Bank (1535 - 4)	EUR	2012	2032	—		5.83	(3)	Floating (EURIBOR 3M+1.63%)
Council of Europe Development Bank (1535 - 5)	EUR	2012	2027	—		16.15	(3)	Floating (EURIBOR 3M+1.06%)
Council of Europe Development Bank (1535 - 6)	EUR	2013	2033	—		41.86	(3)	Floating (EURIBOR 3M+0.89%)
Council of Europe Development Bank (1535 - 7)	EUR	2014	2034	—		44.85	(3)	Floating (EURIBOR 3M+0.71%)
Council of Europe Development Bank (1535 - 8)	EUR	2015	2035	—		56.07	(3)	Floating (EURIBOR 3M+0.39%)
Council of Europe Development Bank (1535 - 9)	EUR	2016	2031	—		20.28	(3)	Floating (EURIBOR 3M+0.39%)
Council of Europe Development Bank (1535 - 10)	EUR	2019	2034	—		1.12	(3)	Floating (EURIBOR 3M+0.17%)
Council of Europe Development Bank (1866 - 1)	EUR	2017	2036	—		15.70	(3)	Floating (EURIBOR 3M+0.38%)
Council of Europe Development Bank (1866 - 2)	EUR	2018	2038	22.43	(3)	—		1.46	%
Total				58,217.16		9,425.48

Source:  Ministry of Finance

In this table “EUR” means Euro. “U.S.$” means United States dollar. “JPY” means Japanese yen and “CHF” means Swiss franc.

(1)The interest rate on floating rate external debt is reset periodically by reference to a number of different bases.

(2)External debt payable to international finance institutions is generally payable in installments over the life of the loans; the remainder is repayable in a single installment at maturity.

(3)The exchange rate as of December 31. 2019.

*VSL - LIBOR-Based Variable Spread Loan - based on 6-month LIBOR in each currency valued on the relevant rate-setting date

T-13

State Guarantees and Sureties

With a maturity at issuance of more than one year

	As of December 31, 2019
	Maturities
	2019	2020	2021	2022	2023	2024
	(PLN millions)
Foreign guarantees	3 292,2	3 132,9	3 250,5	3 359,9	3 304,5	3 404,6
Domestic sureties and guarantees	435,2	485,5	437,3	5 687,3	1 104,7	1 380,8
Total	3 727,5	3 618,5	3 687,8	9 047,2	4 409,2	4 785,4

Source:  Ministry of Finance

T-14

ISSUER

The State Treasury of the Republic of Poland

Ministry of Finance
ul. Świętokrzyska 12
00-916Warsaw
Poland

FISCAL AGENT

Citibank, N.A., London Branch

Citigroup Centre
Canada Square
London E14 5LB
United Kingdom

LEGAL ADVISERS

To the Republic of Poland as to United States and New York State law:	To the Republic of Poland as to Polish law:
White & Case LLP	White & Case M. Studniarek i Wspólnicy Kancelaria Prawna Spółka Komandytowa
5 Old Broad Street London EC2N 1DW United Kingdom	Al. Jana Pawła II 22 00-133 Warsaw Poland

LUXEMBOURG LISTING, PAYING AND TRANSFER AGENT

Banque Internationale à Luxembourg, société anonyme

69 route d’Esch
L-2953 Luxembourg

PART II

(As required by Items (11) and (14) of Schedule B of the Securities Act of 1933)

I.An itemized statement showing estimated expenses of the State Treasury, other than underwriting discounts and commissions, in connection with the offering and sale of a particular issue of securities will be provided in the post-effective amendment to the Registration Statement relating to such issue or in a report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

II.The issuer hereby agrees to furnish a copy of the opinion of the Director of the Legal Department of the Ministry of Finance, Republic of Poland as to the legality of each issue of the securities in post-effective amendments to this Registration Statement or in a report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement, in each case together with a translation, where necessary, into the English language.

UNDERTAKINGS

The State Treasury hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; and

(ii)to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the State Treasury shall not be required to file a post-effective amendment otherwise required by clause (i) or clause (ii) above if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of:

(1)Facing Sheet;

(2)Cross Reference Sheet;

II-1

(3)Part I, consisting of the Prospectus;

(4)Part II, consisting of pages numbered II-1 through II-4; and

(5)The following exhibits:

(A)Form of Fiscal Agency Agreement

(B)Form of Note (attached to the form of Fiscal Agency Agreement under A above)

(C)Form of Underwriting Agreement

(D)Legal Opinion of the Director of the Legal Department of the Ministry of Finance of the Republic of Poland as to the legality of the Securities

(E)Opinions of White & Case LLP, U.S. counsel, and White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa, Polish counsel, to the Republic of Poland as to the legality of the Securities

(F)The consent of the Director of the Legal Department, Ministry of Finance, Republic of Poland (included in (D))

(G)The consents of White & Case LLP and White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa (included in (E))

(H)The consent of the Republic of Poland (included on page II-3)

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in Warsaw, Poland on April 29, 2020.

THE STATE TREASURY OF THE REPUBLIC OF POLAND,

represented by the Minister of Finance

By	/s/ PIOTR NOWAK
Name:	PIOTR NOWAK(1)
Title:	Undersecretary of State in the Ministry of Finance, Republic of Poland

(1)Consent is hereby given to the use of his name in connection with the information specified in this Registration Statement to have been supplied by him and stated on his authority.

II-3

EXHIBIT INDEX

Exhibit Number	Description
A	Form of Fiscal Agency Agreement
B	Form of Note (attached to the form of Fiscal Agency Agreement under A above)
C	Form of Underwriting Agreement
D	Legal Opinion of the Director of the Legal Department of the Ministry of Finance of the Republic of Poland
E	Opinions of White & Case LLP, U.S. counsel, and White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa, Polish counsel, to the Republic of Poland as to the legality of the Securities
F	The consent of the Director of the Legal Department, Ministry of Finance, Republic of Poland (included in (D))
G	The consents of White & Case LLP and White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa (included in (E))
H	The consent of the Republic of Poland (included on page II-3)

II-4

EX-99.A

EXHIBIT A

FISCAL AGENCY AGREEMENT

Among

THE STATE TREASURY OF THE REPUBLIC OF POLAND

REPRESENTED BY THE MINISTER OF FINANCE

and

CITIBANK, N.A., LONDON BRANCH, Fiscal Agent

and

BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME,

Luxembourg Listing and Paying Agent

Dated as of [·]

[·]% NOTES DUE [·]

FISCAL AGENCY AGREEMENT, dated as of [·], by and among the State Treasury of the Republic of Poland, represented by the Minister of Finance (the “State Treasury”), Citibank, N.A., London Branch, a banking corporation organized and existing under the laws of The State of New York, as Fiscal Agent (defined herein), and Banque Internationale à Luxembourg, société anonyme, as Luxembourg Agent (defined herein).

1.      The Notes.  The State Treasury has agreed to issue $[·] aggregate principal amount of [·]% Notes due [·] (the “Notes”).  The State Treasury reserves the right from time to time without the consent of the holders of the Notes (the “Holders”) to issue further securities having identical terms and conditions, so that such securities may be consolidated with, form a single series with and increase the aggregate principal amount of the Notes.  The Notes have been duly authorized by the State Treasury and when executed and delivered in accordance with this Agreement will constitute valid and legally binding obligations of the State Treasury.

The Notes are issuable in registered form, without coupons, in denominations of $1,000, and shall be represented by a certificate substantially in the form set forth in Exhibit A hereto, which are hereby incorporated by reference herein, such certificates representing such aggregate principal amount of the Notes as shall be specified therein.  The Notes may have such letters, numbers or other marks of identification or endorsements not referred to herein placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by the authorized signatory of the State Treasury, as conclusively evidenced by his or her execution of the Notes.  Any such legends or endorsements shall be furnished to the Fiscal Agent in writing.

The Notes will bear interest at the rate of [·]% per annum, computed on the basis of a 360-day year of twelve 30-day months.  Interest will be payable semi-annually in arrears on [·] and [·] of each year (each an “Interest Payment Date”), commencing [·], to Holders of record at the close of business on the preceding [·] and [·], respectively (whether or not a business day) (each a “Record Date”).  The principal of the Notes will be payable on [·].  Notwithstanding anything to the contrary provided herein, any payment of principal or interest falling due on a day which is not a business day for the Fiscal Agent will be payable on the next succeeding business day and no interest shall accrue for the intervening period.  In the event that Notes are issued in definitive form, interest will be paid by check mailed to each Holder of record on the Record Date at the address of such person as

1

shown on the Note Register (defined herein).  Any Holder of Notes, the aggregate principal amount of which equals or exceeds $1,000,000, may, by written notice to the Fiscal Agent no later than the Record Date, elect to receive the interest payment in respect of such Notes, as applicable, by wire transfer in same-day funds to a bank account maintained by such Holder in the United States.  Principal of a Note will be paid to the Holder at maturity upon presentation of such Note at the Corporate Trust Office (defined herein) of the Fiscal Agent.  Notwithstanding the foregoing, in the case of a Global Note (defined herein) payments shall be made to DTC as is customary in arrangements between the Fiscal Agent and DTC.

All payments of principal and interest in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations of the Republic of Poland (“Poland”). The Fiscal Agent shall be entitled to make payments net of any taxes, levies, imposts, charges, assessments and related liabilities or other sums required by any law or regulation including, but not limited to: (a) any Polish or foreign statute or regulation; (b) any rule or practice of any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction, domestic or foreign (each, an “Authority”) with which the Fiscal Agent or any Paying Agent is bound to comply; and (c) any agreement entered into by the Fiscal Agent or any Paying Agent and any Authority or between any two or more Authorities (together, “Applicable Law”).

The Notes will constitute general and unsecured obligations of Poland, and the full faith and credit of Poland will be pledged for the due and punctual payment of the principal of, and interest on, the Notes and for the performance of all obligations of the State Treasury with respect thereto.  The Notes will rank pari passu among themselves and at least pari passu in right of payment with all other present and future unsecured obligations of Poland, except for such obligations as may be preferred by mandatory provisions of applicable law.

2.      Appointment of Fiscal Agent and Paying Agent.  The State Treasury hereby appoints Citibank, N.A., London Branch as fiscal agent in respect of the Notes upon the terms and subject to the conditions herein set forth.  Citibank, N.A., London Branch, as such fiscal agent hereunder, until a successor fiscal agent shall have been appointed, and thereafter such successor, is herein called the “Fiscal Agent”.  The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Notes and such further powers and authority to act on behalf of the State Treasury as the parties agree in writing.  The Fiscal Agent at present has its corporate trust office at Citigroup Centre, Canada Square, London E14 5LB, United Kingdom (facsimile: +44 0207 508 5857/5877), Attention: Agency & Trust (the address stated in this Section 2, or the principal corporate trust office of any successor Fiscal Agent, the “Corporate Trust Office”). The obligations of the Fiscal Agent and the Paying Agent are several and not joint.

The State Treasury hereby appoints Banque Internationale à Luxembourg, société anonyme as Luxembourg listing and paying agent in respect of the Notes upon the terms and subject to the conditions herein set forth.  Banque Internationale à Luxembourg, société anonyme, as such Luxembourg listing and paying agent hereunder, and any successor Luxembourg listing and paying agent that shall be appointed by the State Treasury, and thereafter such successor, is herein called the “Luxembourg Agent”.  The Luxembourg Agent shall have the powers and authority granted to and conferred upon it hereby and such further powers and authority to act on behalf of the State Treasury as the parties agree in writing.  The Luxembourg Agent at present has its principal corporate trust office at 69 route d’Esch, L-2953 Luxembourg, Luxembourg (the address stated in this Section 2, or the principal corporate trust office of any successor Luxembourg Agent, the “Corporate Luxembourg Office”).

In addition, the State Treasury hereby appoints the Fiscal Agent at the Corporate Trust Office as Paying Agent for it for the payment of principal and interest on the Notes pursuant to the terms thereof and the State Treasury hereby appoints the Luxembourg Agent at the Corporate Luxembourg Office as Paying Agent for it for the payment of principal and interest on the Notes in Luxembourg.  The State Treasury may at any time or from time to time appoint additional Paying Agents for such payment and vary the terms of or terminate any such appointment (all such Paying Agents appointed and acting as such at any given time, including the Fiscal Agent at the Corporate Trust Office and the Luxembourg Agent at the Corporate Luxembourg Office, being herein called, collectively, “Paying Agents” and, individually, a “Paying Agent”); provided, however, that as long as there shall be a Fiscal Agent hereunder, the Fiscal Agent at the Corporate Trust Office shall remain a Paying Agent and provided further, that, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the State Treasury will maintain a Paying Agent in Luxembourg.  The State Treasury shall

2

give to the Fiscal Agent prompt notice in writing of the appointment of any additional Paying Agent, of the terms of such appointment, of any variation of the terms of or termination of the appointment of any Paying Agent and of the location of all Paying Agents and any change in the location of any Paying Agent.

3.      Execution; Authentication and Delivery; Dating.  The Notes shall be executed on behalf of the State Treasury by such official or officials of the Ministry of Finance of Poland, whose signatures may be manual or facsimile, as shall be properly authorized by the State Treasury.  In the event that any of the authorized signatories of the State Treasury who shall have signed or whose facsimile signatures shall appear upon any of the Notes shall cease to be an official before the Notes so signed shall actually have been authenticated and delivered, such Notes nevertheless may be authenticated and delivered with the same force and effect as though the person or persons who signed such Notes had not ceased to be such official or officials of the State Treasury.

The Fiscal Agent is authorized, upon receipt of Notes duly executed on behalf of the State Treasury for the purpose of the original issuance of Notes and the written order of an Authorized Officer (defined herein), to authenticate by its manual signature the Notes in an aggregate principal amount not in excess of the aggregate principal amount specified herein and to deliver such Notes to or upon the written order of [·], Undersecretary of State in the Ministry of Finance (the “Authorized Officer”) of the State Treasury, registered in the names and in the denominations as requested by the Underwriters named in the Underwriting Agreement dated as of [·] (the “Underwriters”).  Thereafter, the Fiscal Agent is authorized to authenticate and to deliver Notes in accordance with the provisions therein or hereinafter set forth.  The Notes shall be dated the date of their authentication by the Fiscal Agent.  The State Treasury may amend its Authorized Officer from time to time by delivering a certificate of incumbency to the Fiscal Agent relating to such Authorized Officer.  In the event that Notes are issued in definitive form, the certificates therefor representing individual securities, each with a denomination of $1,000, the Fiscal Agent is hereby authorized (at the expense of the State Treasury) to appoint authenticating agents to authenticate such Notes in accordance with the terms hereof.

4.      Payment.  The State Treasury will pay to the Fiscal Agent the amounts, at the times, and for the purposes, set forth herein and in the Notes.  The State Treasury hereby authorizes and directs the Fiscal Agent, from funds so paid to it, to make payment through the Paying Agents of principal of and interest on the Notes as set forth in the Notes.  The principal of and interest on the Notes shall be payable in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts.  The Fiscal Agent shall arrange with all Paying Agents for the payment, from funds furnished by the State Treasury to the Fiscal Agent, (i) of principal of and interest on the Notes in the manner provided for in the Notes, and (ii) of the agreed compensation of such Paying Agents for their services as such.

5.      DTC Book Entry Provisions.  Interests in a registered global Note (a “Global Note”) deposited with The Depository Trust Company (“DTC”) or its nominee will be transferable in accordance with the rules and procedures established for that purpose by DTC.  Members of, or participants in, DTC shall have no rights hereunder with respect to any Global Note, and DTC or its nominee may be treated by the State Treasury, any agent hereunder and any agent of the State Treasury as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the State Treasury, any agent hereunder or any agent of the State Treasury from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its participants, the operation of customary practices governing the exercise of the rights of a Holder.

6.      Redemption. Unless previously purchased and cancelled as provided in this Section 6, each Note will be redeemed at its maturity. The State Treasury may, at its option, from and including the date falling three months prior to the maturity date of the Notes to but excluding the maturity date of the Notes, subject to having given not less than 30 nor more than 60 calendar days’ prior notice to the Holders in accordance with the terms and conditions of the Notes (which notice shall be irrevocable and shall specify the date set for redemption), redeem all, but not some only, of the outstanding Notes at their principal amount plus accrued interest up to but excluding the date set for redemption. The State Treasury shall not be entitled to redeem the Notes otherwise than as provided in this Section 6.

3

7.      Limitation Period.  The Notes will be subject to the limitation periods with respect to claims for principal and interest as provided by Article 118 of the Polish Civil Code, dated April 23, 1964, as amended (the “Civil Code”).  The Civil Code provides a six year limitation period on claims for principal and a three year limitation period on claims for interest.

8.      Duties, Responsibilities and Rights of the Fiscal Agent.  The Fiscal Agent accepts its obligations set forth herein and in the Notes, upon the terms and conditions hereof, including the following, to all of which the State Treasury agrees and to all of which the rights and obligations of the Holders of the Notes are and shall be subject:

(a)        The Fiscal Agent, the Luxembourg Agent and any Paying Agent shall be entitled to compensation to be agreed upon from time to time by the Fiscal Agent, the Luxembourg Agent or Paying Agent as the case may be and the State Treasury in writing for all services rendered by it hereunder, and the State Treasury agrees (i) to pay such compensation and (ii) to reimburse the Fiscal Agent, the Luxembourg Agent or Paying Agent as the case may be for its properly incurred out-of-pocket expenses (including properly incurred counsel fees) incurred in connection with the services rendered hereunder, promptly after receipt by the State Treasury of a statement in the form customarily provided by the Fiscal Agent, the Luxembourg Agent or the Paying Agent as the case may be, setting forth in reasonable detail the computation of the amounts of compensation and expenses.  The State Treasury also agrees to indemnify the Fiscal Agent, the Luxembourg Agent and any Paying Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Fiscal Agent, the Luxembourg Agent or the Paying Agent as the case may be, arising out of or in connection with its acting as such Fiscal Agent, the Luxembourg Agent or Paying Agent hereunder, as well as the reasonable and properly incurred costs and expenses of defending against any claim or liability in the premises.  This indemnity shall survive the termination or expiration of this Agreement and the resignation or removal of the Fiscal Agent, the Luxembourg Agent and any Paying Agent.  In no circumstances shall the Fiscal Agent, the Luxembourg Agent or any Paying Agent be liable to the State Treasury or to any other party to this Agreement for losses which are not a reasonably foreseeable consequence of an act or omission of the relevant Fiscal Agent or Paying Agent (for illustrative purposes only, such losses may include loss of business, goodwill, opportunity or profit).

(b)        The Fiscal Agent shall maintain, as agent of the State Treasury, at the Corporate Trust Office, a register in which, subject to such reasonable regulations as the Fiscal Agent may prescribe, the State Treasury shall provide for the registration of, and the registration of transfers of, and exchanges of, the Notes (the “Note Register”).

(c)        In acting hereunder and in connection with the Notes, the Fiscal Agent is acting solely as agent of the State Treasury and does not assume any responsibility for the correctness of the recitals in this Agreement or in the Notes (except for the correctness of the statement in its certificate of authentication thereon) or any obligation or relationship of agency or trust for or with any of the owners or Holders of the Notes, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held as a banker and are not subject to the UK FCA Client Money Rules; money held by the Fiscal Agent need not be segregated and the Fiscal Agent shall not be liable to account for interest on monies paid to it or by it from its other funds; provided, however, that such amounts remaining unclaimed at the end of two years shall (i) be identified in a notice provided, upon request, by the Fiscal Agent to the State Treasury and (ii) be repaid to the State Treasury upon the State Treasury’s written request at the end of two years after such principal shall have become due and payable or after such interest shall have become due and payable, as the case may be (whether at scheduled maturity of such Note or otherwise), and upon any such repayment such monies and all liability of the Fiscal Agent or any Paying Agent with respect to such monies shall thereupon cease.

(d)        The State Treasury shall, not later than by 10:00 A.M., New York time, on the day prior to the date of an interest payment or the day prior to the date of maturity of the Notes, transfer to an account specified by the Fiscal Agent an amount, in immediately available funds, sufficient for the full amount of the purpose of such payment in funds settled through such payment system as the Fiscal Agent may designate.  If such amount shall not have been received by the Fiscal Agent, the Fiscal Agent shall give telephonic or telecopied notice of such fact to the State Treasury and the Paying Agent.  The State Treasury shall, on or prior to the business day preceding the day

4

on which such transfer is to be made, procure that the bank making such transfer shall confirm the details of such transfer to the Fiscal Agent.  The Fiscal Agent shall not be bound (but shall be entitled) to make payment if it has not received the full amount of any payment made in accordance with Section 4 above.

(e)        The Fiscal Agent and any Paying Agent may consult as to legal matters with counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or thing suffered by it hereunder in good faith and in accordance with such opinion of counsel.

(f)        The Fiscal Agent and any Paying Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Note, instruction, notice, direction, consent, certificate, affidavit, statement, telex, cablegram, telecopy or other paper or document reasonably believed by it to be genuine and to have been signed or sent by the proper parties if such reliance is without gross negligence, willful misconduct or bad faith. The Fiscal Agent shall be entitled to not take any action, without liability, if conflicting, unclear or equivocal instructions received.

(g)        The Fiscal Agent and any Paying Agent, and any of their respective officers, directors and employees may become the owner or Holder of, or acquire any interest in, any Notes, with the same rights that it or they would have if the Fiscal Agent or such Paying Agent were not the Fiscal Agent or a Paying Agent, and may engage or be interested in any financial or other transaction with the State Treasury or any agency thereof, and may act on behalf of, or as depositary, trustee or agent for, any Holders of the Notes or holders of other obligations of the State Treasury, Poland or any agency thereof, or any committee or body of any thereof, as freely as if the Fiscal Agent or such Paying Agent were not the Fiscal Agent or a Paying Agent.

(h)        Instructions, to the extent consistent herewith, concerning the operation of the provisions of this Agreement may from time to time be issued by the State Treasury, and the Fiscal Agent shall at all times comply with all such instructions as are for the time being in force.

(i)        The Fiscal Agent shall furnish to the State Treasury such information relating to the Notes which is within the possession or control of the Fiscal Agent and not subject to an overriding duty of confidentiality.   The State Treasury may, upon request and reasonable notice during the normal business hours of the Fiscal Agent, inspect any Notes held by the Fiscal Agent, the Note Register.

(j)        If the Fiscal Agent shall receive any notice or demand addressed to the State Treasury by any Holder of a Note, the Fiscal Agent shall promptly forward such notice or demand to the State Treasury.

(k)        Neither the Fiscal Agent, the Luxembourg Agent nor any Paying Agent shall be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Notes, unless otherwise agreed upon in writing between the State Treasury and the Fiscal Agent, Luxembourg Agent or Paying Agent as the case may be.

(l)        The Fiscal Agent agrees that the State Treasury shall, upon delivery to the Fiscal Agent of any payment of principal, interest or other payment under the Notes, be relieved, pro tanto, of its obligation to make such payment to the Fiscal Agent which thereafter shall be responsible therefor; provided, however, that this subsection relates only to the obligations of the State Treasury in relation to the Fiscal Agent and shall not relieve the State Treasury of any obligation to make such payment to the Holders of any Note.

(m)        At the expense of the State Treasury, the Fiscal Agent shall send notices provided to it by the State Treasury to Holders of the Notes at the times specified in writing by the State Treasury upon 15 days written notice to the Fiscal Agent and, at the request of and for the period specified by the State Treasury, the Fiscal Agent shall provide such notice to each subsequent Holder of a Note at the time of registration of transfer of such Note.

(n)        Any notice to a Holder of a Note required hereunder or under any of the Notes to be given by the Fiscal Agent shall be sufficient if given in writing by first class mail (air mail in the case of Holders whose

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addresses appearing in the Note Register are in a country other than the United States of America), postage prepaid, to such Holder at his last address appearing in the Note Register; notwithstanding the foregoing, in the case of a Holder of a Global Note notice by the Fiscal Agent shall be sufficient once made to DTC as is customary in arrangements between the Fiscal Agent and DTC.  Such notices shall be given at the expense of the State Treasury.  In addition, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, any notice to a Holder of a Note required hereunder or under any of the Notes to be given by the Fiscal Agent shall be published in a local newspaper with a daily circulation in Luxembourg or may be posted on the website of the Luxembourg Stock Exchange at www.bourse.lu.

(o)        All Notes (i) surrendered to the Fiscal Agent for exchange or transfer or (ii) paid by the Fiscal Agent, as the Paying Agent, shall be cancelled and destroyed by the Fiscal Agent and, upon request, a certificate of destruction shall be forwarded by the Fiscal Agent to the State Treasury upon request.

(p)        Whenever in the administration of this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or gross negligence on its part, rely upon a certificate signed by any authorized official of the State Treasury and delivered to the Fiscal Agent.

(q)        The duties and obligations of the Fiscal Agent, the Luxembourg Agent and any Paying Agent shall be determined solely by the express provisions of this Agreement, and neither the Fiscal Agent, the Luxembourg Agent nor any Paying Agent shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent, the Luxembourg Agent or any Paying Agent.

9.      Resignation and Removal; Appointment of Successor.  The State Treasury agrees that there shall at all times be a Fiscal Agent hereunder which shall be a bank or trust company, organized or licensed and doing business under the laws of the United States or the State of New York, is in good standing and has an established place of business in London, United Kingdom, and is authorized under such laws to act as Fiscal Agent hereunder and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the State Treasury will maintain a Paying Agent in Luxembourg until the earlier of (i) the first date on which all the Notes are no longer outstanding and (ii) two years after the principal of all the Notes shall have become due and payable and monies for the payment in full of such principal of, and all accrued interest on, the Notes shall have been made available at the Corporate Trust Office of the Fiscal Agent.

The Fiscal Agent, the Luxembourg Agent and any Paying Agent may resign at any time by giving written notice to the State Treasury of its resignation, specifying the date on which its resignation shall become effective (which shall not be less than 60 days after the date on which notice is given, unless the State Treasury shall agree to a shorter period); and the State Treasury may remove the Fiscal Agent, the Luxembourg Agent or any Paying Agent at any time by giving notice to the Fiscal Agent, the Luxembourg Agent or Paying Agent as the case may be specifying the date on which such removal shall become effective, but in each case only in accordance with the following provisions:

(a)        any resignation or removal of the Fiscal Agent or any Paying Agent shall be effective only upon appointment by the State Treasury of a qualified successor Paying Agent and the latter’s acceptance thereof;

(b)        if the Fiscal Agent or any Paying Agent shall resign, be removed or become incapable of acting as Paying Agent for any cause, the State Treasury shall promptly appoint a successor Paying Agent;

(c)        any successor Paying Agent appointed by the State Treasury shall be a bank or trust company legally qualified to act as such successor and having an established place of business in the Borough of Manhattan, The City and State of New York;

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(d)        every successor Paying Agent appointed hereunder shall execute and deliver to the State Treasury and to the retiring Paying Agent an instrument accepting such appointment, which shall set forth its agreement to be bound by the terms hereof, and thereupon the resignation or removal of the retiring Paying Agent shall become effective and the successor, without further act or deed, shall become vested with all the rights, powers, trusts and duties of the retiring Paying Agent.  Such retiring Paying Agent shall, at the direction of the State Treasury and upon payment of its compensation and expenses then unpaid, promptly deliver to its successor all sums held hereunder together with all records, unissued Note certificates and other documents necessary or appropriate in connection with the performance of the duties of the successor Paying Agent hereunder; and

(e)        the State Treasury shall give, or cause to be given, notice of each resignation and each removal of the Paying Agent and each appointment of a successor Paying Agent by mailing written notice of such event to the Holders of the Notes as their names and addresses appear in the Note Register.

In the event that a successor Fiscal Agent or Paying Agent is not appointed within 60 days after notice of resignation or removal (as provided in this Section 9), the retiring Fiscal Agent may, on behalf of the State Treasury and subject to its approval, appoint a successor Fiscal Agent or Paying Agent, which Fiscal Agent or Paying Agent will be a bank or trust company legally qualified to act as such successor and having an established place of business in the Borough of Manhattan, The City and State of New York.

10.      Merger, Consolidation and Sale of Fiscal Agent.  In the event of any merger, consolidation or conversion of the Fiscal Agent into another corporation or the sale of all or substantially all the Fiscal Agent’s corporate trust business, the corporation resulting from such merger, consolidation or conversion, or the transferee in the case of any such sale, shall be the Fiscal Agent hereunder without further act or deed; provided, however, that such corporation shall be otherwise qualified and eligible hereunder.

11.      Stamp Duties.  The State Treasury will pay all stamp or other similar duties, if any, imposed by Poland, the United States of America, the State of New York or any political subdivision of Poland or the State of New York, to which this Agreement (or the execution and delivery hereof) or the original issuance of the Notes shall be or become subject.

12.      Submission to Jurisdiction; Waiver of Immunity.  The State Treasury irrevocably submits to the jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States, and to the jurisdiction of any Polish court with respect to any suit, action or proceeding, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding (other than a pre-judgment attachment, immunity from which is expressly not waived), that may be brought in connection with the Notes or this Agreement.  The State Treasury irrevocably waives, in relation to any such suit, action or proceeding in any such court, to the fullest extent permitted by law, any immunity and any objection to any such suit, action, or proceeding on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum.  Such waiver of immunity constitutes only a limited and specific waiver for the purposes of the Notes and this Agreement and under no circumstances shall it be interpreted as a general waiver by the State Treasury or a waiver with respect to proceedings unrelated to the Notes or this Agreement.

Poland reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under U.S. federal or state securities law.  Poland does not waive any immunity in respect of present or future “premises of the mission” as such term is defined in the Vienna Convention on Diplomatic Relations signed in 1961, or “consular premises” as such term is defined in the Vienna Convention on Consular Relations signed in 1963 or military property or military assets of Poland related thereto.  Each of the State Treasury and Poland agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided that service of process is effected upon such party in the manner provided by this Agreement.

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Nothing contained in this Agreement shall be deemed to limit the right of the registered Holders of the Notes to bring proceedings in any other court of competent jurisdiction; nor will the bringing of proceedings in one or more jurisdiction preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not.

13.      Agent for Service of Process.  The State Treasury agrees that so long as any of the Notes remain outstanding or this Agreement shall be in effect it shall maintain a duly appointed agent for the service of writs, process, summons and other legal process in the Borough of Manhattan, The City of New York for the purposes of any legal action arising out of or based on the Notes or this Agreement.  The State Treasury hereby appoints the Consul General of the Republic of Poland, 233 Madison Avenue, New York, NY 10016, as its authorized agent for service of process (the “Authorized Agent”) and represents and warrants that such person has agreed to act as the State Treasury’s Authorized Agent.  The State Treasury agrees that such appointment shall be irrevocable until the irrevocable appointment by the State Treasury of a successor in The City of New York as its authorized agent for such purpose and the acceptance of such appointment by such successor.  The State Treasury further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid.  If such person shall cease to act as the Authorized Agent, the State Treasury shall appoint without delay another such agent and provide prompt written notice to the Fiscal Agent of such appointment, of the location of such successor Authorized Agent and of any change in the location of any Authorized Agent; and the Fiscal Agent shall keep such notices on file and available for inspection by any Holder of a Note at the Corporate Trust Office.  With respect to any such action in any court of the State of New York or any United States Federal court, in each case, in the Borough of Manhattan, The City of New York, service of process upon such person, as the Authorized Agent of the State Treasury for service of process, and written notice of such service to the State Treasury shall be deemed, in every respect, effective service of process upon the State Treasury.

14.      Language.  This Agreement may be executed in the Polish and English languages and each of these texts is authentic.  To the extent that there is any discrepancy between the Polish and English texts, the English version shall prevail.

15.      Meetings.  The State Treasury may call a meeting of the Holders of the Notes at any time regarding this Agreement or the Notes.  The State Treasury will call a meeting of the Holders of the Notes if the State Treasury or the Holders of at least 10% of the aggregate principal amount of the outstanding Notes deliver a written request to the State Treasury setting forth the action they propose be taken.  The State Treasury will determine the time and place of the meeting and notify the Holders of the time, place and purpose of the meeting not less than 30 and not more than 60 days before the meeting.  Only the Holders of the Notes and their proxies are entitled to vote at a meeting of the Holders of the Notes.  One or more Holders or proxies representing at least a majority of the aggregate principal amount of the outstanding Notes will constitute a quorum.  However, if a meeting is adjourned for a lack of a quorum, then one or more Holders or proxies representing at least 25% of the aggregate principal amount of the outstanding Notes will constitute a quorum when the meeting is reconvened.  For purposes of a meeting of the Holders that proposes to discuss a Reserved Matter (as defined in the Section 16(ii) below), Holders or proxies representing at least 66 2/3% of the aggregate principal amount of the outstanding Notes will constitute a quorum.

The Fiscal Agent shall follow the provisions for the meetings of the Holders of the Notes as are set forth in Exhibit B hereto, which is hereby incorporated by reference herein.  The State Treasury may make such other reasonable and customary regulations as it shall deem advisable for any meeting of Holders of Notes with respect to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.

16.      Voting; Amendments.  (i)  The State Treasury and the Fiscal Agent may generally modify, amend or supplement or take actions with respect to this Agreement or the terms of the Notes (a) with the affirmative vote of the Holders of at least 50% of the aggregate principal amount of the outstanding Notes that are represented at a meeting of Holders for which there is a quorum or (b) with the written consent of the Holders of at least 50% of the aggregate principal amount of the outstanding Notes.

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(ii)   Subject to Sections 16(iv) to (vi) below, Holders of at least 75% of the aggregate principal amount of the outstanding Notes voting at a quorate meeting, or at least 66 2/3% by written consent, must consent to any amendment, modification, change or waiver that would:

(a)      change the due date for the payment of the principal of, or any installment or interest on, the Notes;

(b)      reduce the principal amount of the Notes;

(c)      reduce the portion of the principal amount that is payable in the event of an acceleration of the maturity of the Notes;

(d)      reduce the interest rate on any Note or any premium payable upon redemption of the Notes;

(e)      modify any provision of the terms and conditions of the Notes in connection with any exchange or substitution of the Notes or the conversion of the Notes into, any other obligation or securities of the State Treasury or any other person, which would result in the terms and conditions of the Securities as so modified being less favorable to the Holders of the Notes which are the subject of the terms and conditions as so modified than:

(i)	the provision of the other obligations or securities of the State Treasury or any other person resulting from the relevant exchange or substitution; or
(ii)	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;

(f)      change the currency in which any amount in respect of the Notes is payable;

(g)      shorten the period during which the State Treasury is not permitted to redeem the Notes or permit the State Treasury to redeem the Notes if, prior to such action, the State Treasury is not permitted to do so;

(h)      change the definition of “outstanding” with respect to the Notes;

(i)      change the governing law provision of the Notes;

(j)      change the courts to the jurisdiction of which the State Treasury has submitted, the State Treasury’s obligation under this Agreement or the terms and conditions of the Notes to appoint and maintain an agent for the service of process, or the State Treasury’s waiver of immunity with respect to any suit, action or proceeding that may be brought in connection with the Notes or this Agreement;

(k)      reduce the proportion of the principal amount of the Notes or, in the case of a Multiple Series Proposal (as defined in Section 16(iv) below), the Relevant Debt Securities or the Relevant Series (each as defined in Section 16(iv) below), that is required for quorum, any request, demand, authorization, direction, notice, consent, waiver or other action or that is required to modify, amend or supplement this Agreement or the terms and conditions of the Notes; or

(l)      change the obligation of the State Treasury to pay additional amounts on the Notes.

Each of the actions set forth in clauses (a) through (l) of the preceding sentence is referred to as a “Reserved Matter”.  A change to a Reserved Matter can be made without the consent of all Holders of the outstanding Notes, as long as (A) the Holders of at least 75% of the aggregate principal amount of the outstanding Notes represented at a duly called quorate meeting of Holders vote in favor, (B) the Holders of at least 66 2/3% of

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the aggregate principal amount of the outstanding Notes sign a written resolution, or (C) the change is otherwise approved in accordance with Sections 16(iv) to (vi) below.

Any modification, amendment or supplement made in accordance with the terms of this Agreement or the Notes will be binding on all Holders of the Notes.

(iii)  The State Treasury and the Fiscal Agent may, without the consent of any Holder of the Notes, modify, amend or supplement this Agreement or the Notes for the purpose of:

(a)      adding to the covenants of the State Treasury;

(b)      surrendering any right or power conferred upon the State Treasury;

(c)      securing the Notes;

(d)      curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Agreement or in the Notes; or

(e)           amending this Agreement or the Notes in any manner that the State Treasury may determine and that does not adversely affect the interest of any Holder of the Notes in any material respect in the sole opinion of the State Treasury.

(iv) In the case of a proposal (including a proposed modification of the relevant terms and conditions) affecting (i) the Notes or any agreement governing the issuance or administration of the Notes, and (ii) any other bills, bonds, debentures, notes or other debt securities issued by the State Treasury in one or more series with an original stated maturity of more than one year, and including any such obligation, irrespective of its original stated maturity, that formerly constituted a component part of a debt security of one or more other series (together with the Notes, “Relevant Debt Securities”, and each series of Relevant Debt Securities, a “Relevant Series”) or any agreement governing the issuance or administration of such other Relevant Debt Securities (a “Multiple Series Proposal”) in relation to a Reserved Matter, any amendment, modification, change or waiver contemplated by such Multiple Series Proposal requires the consent of the State Treasury and:

(a)

(i) the affirmative vote of not less than 75 percent of the aggregate principal amount of the outstanding Relevant Debt Securities represented at separate duly called quorate meetings of the holders of all Relevant Series (taken in the aggregate); or

(ii) a resolution in writing signed by or on behalf of the holders of not less than 66 2/3 percent of the aggregate principal amount of the outstanding Relevant Debt Securities (taken in the aggregate); and

(b)

(i) the affirmative vote of more than 66 2/3 percent of the aggregate principal amount of each Relevant Series represented at separate duly called quorate meetings of the holders of each Relevant Series (taken individually); or

(ii) a resolution in writing signed by or on behalf of the holders of more than 50 percent of the aggregate principal amount of the outstanding Relevant Debt Securities in each Relevant Series (taken individually).

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A separate meeting for each Relevant Series will be called and held, or a separate written resolution signed for each Relevant Series, in relation to any Multiple Series Proposal.

(v) A Multiple Series Proposal may include one or more alternative proposals relating to, or proposed modifications of the terms and conditions of, each Relevant Series or any agreement governing the issuance or administration of any Relevant Series, provided that all such alternative proposals or proposed modifications are addressed to and may be accepted by any holder of any Relevant Debt Security of any Relevant Series.

(vi) If a Multiple Series Proposal is not approved in relation to a Reserved Matter in accordance with Section 16(iv), but would have been so approved if the Multiple Series Proposal had involved only a single Relevant Series and one or more, but less than all, of the other Relevant Series, that Multiple Series Proposal will be deemed to have been approved, notwithstanding Section 16(iv), in relation to the Relevant Series in respect of which it would otherwise have been approved in accordance with Section 16(iv) if the Multiple Series Proposal had involved only such Relevant Series, provided that (i) prior to the record date fixed by the State Treasury for determining the holders of Relevant Debt Securities that are entitled to vote on or sign a written resolution in relation to the Multiple Series Proposal (the “Multiple Series Record Date”), the State Treasury has publicly notified holders of the Relevant Debt Securities of the conditions under which the Multiple Series Proposal will be deemed to have been approved if it is approved in the manner described above in relation to a single Relevant Series and some but not all of the other Relevant Series, and (ii) those conditions are satisfied in connection with the Multiple Series Proposal.

(vii)  In determining whether a Multiple Series Proposal has been approved by the requisite principal amount of Notes and other Relevant Debt Securities:

(a) if the Multiple Series Proposal involves Relevant Debt Securities denominated in more than one currency, the principal amount of each affected Relevant Debt Security will be equal to the amount of U.S. dollars that could have been obtained on the relevant Multiple Series Record Date with the principal amount of that Relevant Debt Security, using the applicable U.S. dollar foreign exchange reference rate for the relevant Multiple Series Record Date published by the Federal Reserve Bank of New York or, in the case of Relevant Debt Securities denominated in Polish złoty, the National Bank of Poland;

(b) if the Multiple Series Proposal involves a debt security that provides for the payment of additional amounts linked to changes in a published index (“index-linked obligation”), other than a component part of an index-linked obligation that is no longer attached to that index-linked obligation, the principal amount of each such index-linked obligation will be equal to its adjusted nominal amount;

(c) if the Multiple Series Proposal involves a debt security that does not expressly provide for the accrual of interest (including the former component parts of a debt security that did expressly provide for the accrual of interest if that component part does not itself expressly provide for the accrual of interest) (“zero-coupon obligation”) that did not formerly constitute a component part of an index-linked obligation, the principal amount of each such zero-coupon obligation will be equal to its nominal amount or, if its stated maturity date has not yet occurred, to the present value of its nominal amount;

(d) if the Multiple Series Proposal involves a zero-coupon obligation that formerly constituted a component part of an index-linked obligation, the principal amount of each such zero-coupon obligation that formerly constituted the right to receive:

(i) a non-index-linked payment of principal or interest will be equal to its nominal amount or, if the stated maturity date of the non-index-linked payment has not yet occurred, to the present value of its nominal amount; and

(ii) an index-linked payment of principal or interest will be equal to its adjusted nominal amount or, if the stated maturity date of the index-linked payment has

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not yet occurred, to the present value of its adjusted nominal amount.

For the purposes of this Section 16(vii):

(i)  the adjusted nominal amount of any index-linked obligation and any component part of an index-linked obligation is the amount of the payment that would be due on the stated maturity date of that index-linked obligation or component part if its stated maturity date was the relevant Multiple Series Record Date, based on the value of the related index on the relevant Multiple Series Record Date published by or on behalf of the State Treasury or, if there is no such published value, on the interpolated value of the related index on the relevant Multiple Series Record Date determined in accordance with the terms and conditions of the index-linked obligation, but in no event will the adjusted nominal amount of such index-linked obligation or component part be less than its nominal amount unless the terms and conditions of the index-linked obligation provide that the amount of the payment made on such index-linked obligation or component part may be less than its nominal amount; and 

(ii) the present value of a zero-coupon obligation is determined by discounting the nominal amount (or, if applicable, the adjusted nominal amount) of that zero-coupon obligation from its stated maturity date to the relevant Multiple Series Record Date at the specified discount rate using the applicable market day-count convention, where the specified discount rate is:

a) the coupon on that debt security if that debt security can be identified; or

b) if such debt security cannot be identified, the arithmetic average of all the coupons on all bills, bonds, debentures, notes or other debt securities issued by the State Treasury in one or more series with an original stated maturity of more than one year, and including any such obligation, irrespective of its original stated maturity, that formerly constituted a component part of a debt security of one or more other series (together, “Debt Securities”) of the State Treasury (weighted by their principal amounts) referred to below that have the same stated maturity date as the zero-coupon obligation to be discounted, or, if there is no such Debt Security, the coupon interpolated for these purposes on a linear basis using all of the State Treasury’s Debt Securities (weighted by their principal amounts) referred to below that have the two closest maturity dates to the maturity date of the zero-coupon obligation to be discounted, where the Debt Securities to be used for this purpose are all of the State Treasury’s index-linked obligations if the zero-coupon obligation to be discounted was formerly a component part of an index-linked obligation and all of the State Treasury’s Debt Securities (index-linked obligations and zero-coupon obligations excepted) if the zero-coupon obligation to be discounted was not formerly a component part of an index-linked obligation, and in either case are denominated in the same currency as the zero-coupon obligation to be discounted.

(viii)  In determining whether holders of the requisite principal amount of outstanding Relevant Debt Securities have voted in favor of a Multiple Series Proposal or whether a quorum is present at any meeting of the holders of such Relevant Debt Securities called to vote on a Multiple Series Proposal, an affected Relevant Debt Security that is not a Note will be deemed to be not outstanding, and may not be voted for or against a Multiple

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Series Proposal or counted in determining whether a quorum is present, in accordance with the applicable terms and conditions of that Relevant Debt Security.

(ix) It shall not be necessary for the vote or consent of the Holders of the Notes to approve the particular form of the proposed modification, amendment, request, demand, authorization, direction, notice, consent, waiver or other action, but it shall be sufficient if such vote or consent shall approve the substance thereof.

17.    “Outstanding” Defined; When Notes Are Disregarded.  For purposes of the provisions of this Agreement and the Notes, any Note authenticated and delivered pursuant to this Agreement shall, as of any date of determination, be deemed to be “outstanding”, except

(i)           Notes theretofore cancelled by the Fiscal Agent or delivered to the Fiscal Agent for cancellation or held by the Fiscal Agent for reissuance but not reissued by the Fiscal Agent;

(ii)           Notes which have been called for redemption in accordance with their terms or which have become due and payable at maturity or otherwise and with respect to which monies sufficient to pay the principal thereof (and premium, if any) and any interest thereon shall have been made available to the Fiscal Agent; or

(iii)           Notes in lieu of or substitution for which other Notes shall have been authenticated and delivered pursuant to this Agreement;

provided, however, that in determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned or controlled, directly or indirectly, by the State Treasury shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Fiscal Agent shall be protected in relying on any such direction, waiver or consent, only Notes which the Fiscal Agent knows are so owned shall be so disregarded.  Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

18.      Governing Law.  This Agreement and the Notes will be governed by and interpreted in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereof that would require the application of the laws of a jurisdiction other than the State of New York, except that all matters governing the authorization and execution of the Notes by the State Treasury will be governed by the laws of Poland.

19.      Judgment Currency.  The State Treasury agrees that if a judgment or order given or made by any court for the payment of any amount in respect of any Note is expressed in a currency (the “judgment currency”) other than the U.S. dollar (the “denomination currency”), the State Treasury will pay any deficiency arising or resulting from any variation in rates of exchange between the date as of which the amount in the denomination currency is notionally converted into the amount in the judgment currency for the purposes of such judgment or order and the date of actual payment thereof.  This obligation will constitute a separate and independent obligation from the other obligations under the Notes, will give rise to a separate and independent cause of action, will apply irrespective of any waiver or extension granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Note or under any such judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Note or under any such judgment or order.

20.      Notices.  Any notices pursuant to, or communications with respect to, this Agreement or the Notes shall be sufficient if given in writing (by registered air mail, postage prepaid, return receipt requested) or by telegram, telex or facsimile transmission (in each case confirmed in writing, by registered air mail, postage prepaid, return receipt requested, provided, however, that the failure to give such confirmation shall not affect the effectiveness of such notice).  Notices shall be addressed, in the case of the State Treasury, to it at Ministry of Finance, ul. Świętokrzyska 12, 00-916 Warsaw, Poland (facsimile: +48 22 694 3094); Attention: Director of Public Debt Department, Ministry of Finance, and in the case of the Fiscal Agent, to it at Citibank, N.A., London Branch,

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Citigroup Centre, Canada Square, London E14 5LB, United Kingdom (facsimile: +44 0207 508 5857/5877), Attention: Agency & Trust; or to each such person at such other address as shall be specified from time to time in writing by the person in question to the other party hereto.

21.      Survival.  The Fiscal Agent’s rights to compensation, reimbursement and indemnification shall survive the termination of this Agreement and any other agreement affecting the right or duties of the Fiscal Agent or the resignation or removal of the Fiscal Agent.

22.      Entire Agreement.  This Agreement represents the entire agreement of the parties with regard to the subject matter hereof and supersedes any prior or contemporaneous agreement, oral or written, between the parties hereto with respect to the subject matter hereof.

23.      Counterparts.  This Agreement may be executed in separate counterparts, and by each party separately on a separate counterpart, each such counterpart, when so executed and delivered, to be an original.  Such counterpart shall together constitute but one and the same instrument.

24.      Compliance with Law. Notwithstanding anything herein to the contrary, the Fiscal Agent and each Paying Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or, in each case, any state or jurisdiction forming part of it, Poland and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction or which would or might otherwise render it liable to any person or cause it to act in a manner which might prejudice its interests and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

25.      Tax Information and Disclosures.

(a)        The State Treasury undertakes to the Fiscal Agent that:

(i) it will provide to the Fiscal Agent all documentation and other information required by the Fiscal Agent from time to time to comply with any Applicable Law forthwith upon request by the Fiscal Agent; and

(ii) it will notify the Fiscal Agent in writing within 30 days of any change that affects the State Treasury’s tax status pursuant to any Applicable Law.

(b)        Subject to paragraph (c) of this Section 25, the Fiscal Agent will treat information relating to or provided by the State Treasury as confidential, but (unless consent is prohibited by law) the State Treasury consents to the processing, transfer and disclosure by the Fiscal Agent of any information relating to or provided by the State Treasury to the Fiscal Agent, any affiliates or agents of the Fiscal Agent and third parties (including service providers) selected by any of them, wherever situated (together, the “Authorized Recipients”), for confidential use (including without limitation in connection with the provision of any service and for data processing, statistical and risk analysis purposes and for compliance with Applicable Law) provided that the Fiscal Agent has ensured or shall ensure that each such Authorized Recipient to which it provides such confidential information is aware that such information is confidential and should be treated accordingly.  The Fiscal Agent and any such Authorized Recipient may also transfer and disclose any such information as is required or requested by, or to, any court, legal process, Applicable Law or Authority, including an auditor of any party to this Agreement and including any payor or payee as required by Applicable Law, and may use (and its performance will be subject to the rules of) any communications, clearing or payment systems, intermediary bank or other system. The State Treasury (a) acknowledges that the transfers permitted by this Section 25(b) may include transfers to jurisdictions which do not have strict data protection or data privacy laws; and (b) represents that it has provided to and secured from any person regarding whom it has provided information to the Fiscal Agent any notices, consents and waivers necessary to permit the processing, transfer and disclosure of that information as permitted by this Section 25(b) and that it will provide such notices and secure such necessary consents and waivers in advance of providing similar information to the Fiscal Agent in the future.

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(c)        Notwithstanding anything herein to the contrary, each party hereto and the Holders of the Notes (and each employee, representative or other agent of such party or such Holder) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any transaction contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to the Holders relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

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IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agency Agreement as of the date first above written.

THE STATE TREASURY OF THE REPUBLIC OF POLAND, represented by the Minister of Finance
By:	/s/
	Name:
	Title:
CITIBANK, N.A., LONDON BRANCH
By:	/s/
	Name:
	Title:
BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME
By:	/s/
	Name:
	Title:

EXHIBIT A

[FORM OF GLOBAL NOTE]

THE STATE TREASURY OF THE REPUBLIC OF POLAND

REPRESENTED BY THE MINISTER OF FINANCE

[·]% NOTES DUE [·]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE STATE TREASURY OF THE REPUBLIC OF POLAND OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

PAYABLE AS TO PRINCIPAL AND INTEREST IN LAWFUL MONEY OF

THE UNITED STATES OF AMERICA

FULLY REGISTERED NOTES

CUSIP  [·]

ISIN No.  [·]

COMMON CODE No.  [·]

REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM: [·] U.S. DOLLARS

THE STATE TREASURY OF THE REPUBLIC OF POLAND, represented by the Minister of Finance (the “State Treasury”), for value received, hereby promises to pay to the registered owner specified above or registered assigns, on [·], upon presentation and surrender of this Global Note, the principal sum specified above in such lawful money of the United States of America at the office of Citibank, N.A., London Branch (the “Fiscal Agent”), and to pay interest thereon in like money in the manner provided in the terms endorsed on the reverse hereof from [·] and [·], as the case may be, next preceding the date of the Global Note to which interest has been paid, unless no interest has been paid on the Notes, in which case from [·] such interest to be payable semi-annually at the rate of [·]% per annum on [·] and [·] of each year (each an “Interest Payment date”) until the principal of this Global Note shall have been paid, the first of such payments of interest to become due and payable on [·].  Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.  Notwithstanding anything to the contrary provided herein, any payment of principal or interest falling due on a day which is not a business day for the Fiscal Agent acting under the Fiscal Agency Agreement described in the terms endorsed on the reverse hereof will be payable on the next succeeding business day and no interest shall accrue for the intervening period.  The interest so payable on any such Interest Payment Date will be paid to the person in whose name this Global Note is registered at the close of business on [·] and [·] (whether or not such day is a business day) next preceding such Interest Payment Date, respectively (each a “Record Date”).

This Global Note is a general and unsecured obligation of the Republic of Poland (“Poland”).  This Global Note ranks and will rank pari passu among all Notes or Global Notes and at least pari passu in right of payment with all other present and future unsecured obligations of Poland, except for such obligations as may be preferred by mandatory provisions of applicable law.

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This Global Note is subject to the terms endorsed on the reverse hereof and shall not be valid or enforceable for any purpose unless authenticated by the manual signature of the Fiscal Agent.  This Global Note shall be dated the date of its authentication by the Fiscal Agent.

IN WITNESS WHEREOF, the State Treasury has caused this Global Note to be duly executed.

THE STATE TREASURY OF THE REPUBLIC OF POLAND, represented by the Minister of Finance
By:
	Name
	Title

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[FORM OF FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION]

This is a permanent global note evidencing one of the Notes referred to in the aforementioned Fiscal Agency Agreement.

Dated: [·]	CITIBANK, N.A., LONDON BRANCH, as Fiscal Agent
	By:
		Authorized Signatory
		without warranty, recourse or liability

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[FORM OF REVERSE OF GLOBAL NOTE]

1.      This Global Note is a permanent global security evidencing one of a duly authorized issue of [·]% Notes due [·] of the State Treasury (each a “Note”, and collectively and including this Global Note, the “Notes”), limited in aggregate principal amount to $[·] and issued under the fiscal agency agreement dated [·] (as the same may be amended, supplemented or otherwise modified from time to time, the “Fiscal Agency Agreement”) between the State Treasury, Citibank, N.A., London Branch, as Fiscal Agent, and Banque Internationale à Luxembourg, société anonyme, as Listing and Paying Agent (the “Luxembourg Agent”), to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, duties, limitations of rights, obligations and immunities thereunder of the State Treasury, Poland, the Fiscal Agent and the Holders of the Notes.  Copies of the Fiscal Agency Agreement are on file and available for inspection upon request and during the business hours of the Fiscal Agent at the corporate trust office of the Fiscal Agent in London, England.  The Notes of this issue are issuable as fully registered Notes without coupons in denominations of $1,000 in lawful money of the United States of America.

Capitalized terms used but not defined herein have the meanings ascribed thereto in the Fiscal Agency Agreement.

2.      All payments made in respect of a Note, including payments of principal and interest, to a Holder of a Note that is not a resident of Poland, will be made by the State Treasury without withholding or deducting for or on account of any present or future taxes, duties, levies or other governmental charges of whatever nature imposed or levied by Poland or any political subdivision or taxing authority within Poland.  In the event the State Treasury is required by law to deduct or withhold any such taxes from payments to the Holders of the Notes, the State Treasury will pay such additional amounts as may be necessary so that the net amount received (including any deduction or withholding with respect to additional amounts) is equal to the amount provided for in the Note to be paid in the absence of such deduction or withholding.  Additional amounts will not be paid, however, if the tax is:

(a) a tax that would not have been imposed but for such person’s present or former connection (or a connection of such person’s fiduciary, settlor, beneficiary, member, shareholder or other related party) with Poland, including such person (or such person’s fiduciary, settlor, beneficiary, member, shareholder or other related party) being or having been a citizen or resident of Poland or being or having been engaged in a trade or business or present in Poland or having, or having had, a permanent establishment in Poland;

(b) imposed because a Note in definitive form is presented for payment more than 30 days after the date on which the payment became due and payable;

(c) an estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;

(d) a tax, assessment or other governmental charge which is payable other than by withholding;

(e) a tax that would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the Holder’s nationality, residence or identity (or the nationality, residence or identity of the beneficial owner of the Note), if such person’s compliance is required by laws of Poland or of any political subdivision or taxing authority of Poland to avoid or reduce such tax;

(f) required to be withheld by any paying agent from a payment on the Note to the extent that such payment can be made without withholding by another paying agent;

(g) a tax, assessment or other governmental charge which is required to be withheld or deducted where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings income

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implementing the conclusions of the ECOFIN Council meeting of June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such directive; or

(h) imposed as a result of any combination of the items listed above.

Furthermore, no additional amounts will be paid in respect to any Note to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that the settlors with respect to such fiduciary, partner or beneficial owner, as the case may be, would not have been entitled to payment of such additional amounts if they held the Note themselves.

In the event that such deduction or withholding is required, the State Treasury will make such deduction or withholding and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.  The State Treasury will furnish, upon request, within a reasonable period of time after the payment of any taxes due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the State Treasury.

Any reference herein to principal or interest on the Notes includes any additional amounts which may be payable on those Notes.

3.      So long as any of the Notes remain outstanding, Poland will not create or permit (to the extent Poland has the power to refuse such permission) the creation of any Security Interest on any of its present or future assets or revenues, or any part thereof, to secure any Public External Indebtedness of Poland, unless Poland shall procure that all amounts payable under the Notes are secured equally and ratably.

Notwithstanding the above, Poland may create or permit the creation of (a) any Security Interest upon property to secure Public External Indebtedness incurred for the purpose of financing the acquisition of such property (or property which forms part of a class of assets of a similar nature where the Security Interest is by reference to the constituents of such class from time to time); or (b) any Security Interest existing on property at the time of its acquisition; or (c) any Security Interest arising by operation of law which has not been foreclosed or otherwise enforced against the assets to which it applies; or (d) any Security Interest securing or providing for the payment of Public External Indebtedness incurred in connection with any Project Financing provided that such Security Interest applies to only (i) properties which are the subject of such Project Financing or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or failure to complete, or damage to, such properties; or (e) the renewal or extension of any Security Interest described in subparagraphs (a) to (d) above, provided that the principal amount of the Public External Indebtedness secured thereby is not increased.

For purposes of the foregoing the following terms have the following meanings:

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, unincorporated organization, trust or any other jurisdiction or entity, including without limitation, a state or an agency of a state or other entity, whether or not having separate legal personality.

“Project Financing” means any arrangements for the provision of funds which are to be used solely to finance a project for the acquisition, construction, development or exploitation of any property pursuant to which the persons providing such funds agree that the principal source of repayment of such funds will be the project and the revenues (including insurance proceeds) generated by such project.

“Public External Indebtedness” means any obligations for borrowed money (a) evidenced by bonds, notes or other securities which are or may be quoted, listed or ordinarily purchased and sold on any stock exchange, automated trading system or over-the-counter or other securities market and (b) denominated or payable, or at the option of the holder thereof payable, in a currency other than the lawful currency of Poland.

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“Security Interest” means any mortgage, charge, pledge, lien, security interest or other encumbrance securing any obligation of Poland or any other type of preferential arrangement having similar effect over any assets or revenues of Poland.

4.      In case one or more of the following events (“Events of Default”) shall have occurred and be continuing:

(a)        the State Treasury fails to pay the principal of or any interest on any of the Notes when due and such failure continues for a period of 30 days of the date due for payment thereof; or

(b)        the State Treasury fails duly to perform or observe any of its other material obligations under or in respect of this Global Note which failure continues unremedied for 45 days after written notice thereof has been delivered by the registered Holder to the State Treasury at the specified office of the Fiscal Agent.

The State Treasury shall, upon receipt of written requests from the registered Holders of not less than 25% in aggregate outstanding principal amount of the Notes, declare the Notes due and payable, in each case at their principal amount together with accrued interest without further formality.

Upon such declaration by the State Treasury, the State Treasury shall give notice thereof in the manner provided in the Fiscal Agency Agreement and to the registered Holders of this Global Note in accordance with such Agreement.  After any such declaration by the State Treasury, if all amounts then due with respect to the Notes are paid (other than amounts due solely because of such declaration) and all other defaults with respect to the Notes are cured, such declaration may be annulled and rescinded by the registered Holders of not less than 50% in aggregate outstanding principal amount of the Notes (the “Required Percentage”) by a written notice thereof to the State Treasury at the specified office of the Fiscal Agent or by the passing of a resolution by the registered Holders of not less than the Required Percentage.

5.      The State Treasury may call a meeting of the Holders of the Notes at any time regarding the Fiscal Agency Agreement or the Notes.  In addition, the State Treasury will call a meeting of the Holders of the Notes if the Holders of at least 10% of the aggregate principal amount of the outstanding Notes deliver a written request to the State Treasury setting forth the action they propose be taken.  The State Treasury will determine the time and place of the meeting and notify the Holders of the time, place and purpose of the meeting not less than 30 and not more than 60 days before the meeting.  Only the Holders of the Notes and their proxies are entitled to vote at a meeting of the Holders of the Notes.  One or more Holders or proxies representing at least a majority of the aggregate principal amount of the outstanding Notes will normally constitute a quorum.  However, if a meeting is adjourned for a lack of a quorum, then one or more Holders or proxies representing at least 25% of the aggregate principal amount of the outstanding Notes will constitute a quorum when the meeting is reconvened.  For purposes of a meeting of the Holders that proposes to discuss a Reserved Matter (as defined in paragraph 6 below), Holders or proxies representing at least 66 2/3% of the aggregate principal amount of the outstanding Notes will constitute a quorum.

6.      The State Treasury and the Fiscal Agent may generally modify, amend or supplement or take actions with respect to the Fiscal Agency Agreement or the terms of the Notes (a) with the affirmative vote of the Holders of at least 50% of the aggregate principal amount of the outstanding Notes that are represented at a meeting of Holders for which there is a quorum or (b) with the written consent of the Holders of at least 50% of the aggregate principal amount of the outstanding Notes.

However, unless otherwise approved pursuant to a Multiple Series Proposal in accordance with this paragraph 6, the Holders of at least 75% of the aggregate principal amount of the outstanding Notes voting at a quorate meeting, or 66 2/3% by written consent, must consent to any amendment, modification, change or waiver that would:

(a)           change the due date for the payment of the principal of, or any installment or interest on, the Notes;

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(b)           reduce the principal amount of the Notes;

(c)           reduce the portion of the principal amount that is payable in the event of an acceleration of the maturity of the Notes;

(d)           reduce the interest rate on any Note or any premium payable upon redemption of the Notes;

(e)           modify any provision of the terms and conditions of the Notes in connection with any exchange or substitution of the Notes or the conversion of the Notes into, any other obligation or securities of the State Treasury or any other person, which would result in the terms and conditions of the Securities as so modified being less favorable to the Holders of the Notes which are the subject of the terms and conditions as so modified than:

(i) the provision of the other obligations or securities of the State Treasury or any other person resulting from the relevant exchange or substitution; or

(ii) 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;

(f)           change the currency in which any amount in respect of the Notes is payable;

(g)           shorten the period during which the State Treasury is not permitted to redeem the Notes or permit the State Treasury to redeem the Notes if, prior to such action, the State Treasury is not permitted to do so;

(h)           change the definition of “outstanding” with respect to the Notes;

(i)           change the governing law provision of the Notes;

(j)           change the courts to the jurisdiction of which the State Treasury has submitted, the State Treasury’s obligation under this Fiscal Agency Agreement or the terms and conditions of the Notes to appoint and maintain an agent for the service of process or the State Treasury’s waiver of immunity with respect to any suit, action or proceeding in connection with the Notes or this Agreement;

(k)          reduce the proportion of the principal amount of the Notes or, in the case of a Multiple Series Proposal (as defined below), the Relevant Debt Securities or the Relevant Series (each as defined below), that is required for any request, demand, authorization, direction, notice, consent, waiver or other action or that is required to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Notes; or

(l)          change the obligation of the State Treasury to pay additional amounts on the Notes.

Each of the actions set forth in clauses (a) through (l) is referred to as a “Reserved Matter”.  A change to a Reserved Matter can be made without the consent of all Holders of the outstanding Notes, as long as (A) the Holders of at least 75% of the aggregate principal amount of the outstanding Notes represented at a duly called quorate meeting of Holders vote in favor, (B) the Holders of at least 66 2/3% of the aggregate principal amount of the outstanding Notes sign a written resolution, or (C) the change is otherwise approved pursuant to a Multiple Series Proposal in accordance with the remainder of this paragraph 6.

Any modification, amendment or supplement made in accordance with the terms of the Notes will be binding on all Holders of the Notes.

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The State Treasury and the Fiscal Agent may, without the consent of any Holder of the Notes, modify, amend or supplement the Fiscal Agency Agreement or the Notes for the purpose of:

(a)           adding to the covenants of the State Treasury;

(b)           surrendering any right or power conferred upon the State Treasury;

(c)           securing the Notes;

(d)           curing any ambiguity, or curing, correcting or supplementing any defective provision contained in the Fiscal Agency Agreement or in the Notes; or

(e)           amending the Agency Agreement or the Notes in any manner that the State Treasury may determine and that does not adversely affect the interest of any Holder of the Notes in any material respect in the sole opinion of the State Treasury.

In the case of a proposal (including a proposed modification of the relevant terms and conditions) affecting (i) the Notes or any agreement governing the issuance or administration of the Notes, and (ii) any other bills, bonds, debentures, notes or other debt securities issued by the State Treasury in one or more series with an original stated maturity of more than one year, and including any such obligation, irrespective of its original stated maturity, that formerly constituted a component part of a debt security of one or more other series (together with the Notes, “Relevant Debt Securities”, and each series of Relevant Debt Securities, a “Relevant Series”) or any agreement governing the issuance or administration of such other Relevant Debt Securities (a “Multiple Series Proposal”) in relation to a Reserved Matter, any amendment, modification, change or waiver contemplated by such Multiple Series Proposal requires the consent of the State Treasury and:

(a)

(i) the affirmative vote of not less than 75 percent of the aggregate principal amount of the outstanding Relevant Debt Securities represented at separate duly called meetings of the holders of all Relevant Series (taken in the aggregate); or

(ii) a resolution in writing signed by or on behalf of the holders of not less than 66 2/3 percent of the aggregate principal amount of the outstanding Relevant Debt Securities (taken in the aggregate); and

(b)

(i) the affirmative vote of more than 66 2/3 percent of the aggregate principal amount of each Relevant Series represented at separate duly called meetings of the holders of each Relevant Series (taken individually); or

(ii) a resolution in writing signed by or on behalf of the holders of more than 50 percent of the aggregate principal amount of the outstanding Relevant Debt Securities in each Relevant Series (taken individually).

A separate meeting for each Relevant Series will be called and held, or a separate written resolution signed for each Relevant Series, in relation to any Multiple Series Proposal.

A Multiple Series Proposal may include one or more alternative proposals relating to, or proposed modifications of the terms and conditions of, each Relevant Series or any agreement governing the issuance or administration of any Relevant Series, provided that all such alternative proposals or proposed modifications are addressed to and may be accepted by any holder of any Relevant Debt Security of any Relevant Series.

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If a Multiple Series Proposal is not approved in relation to a Reserved Matter in accordance with the foregoing, but would have been so approved if the Multiple Series Proposal had involved only a single Relevant Series and one or more, but less than all, of the other Relevant Series, that Multiple Series Proposal will be deemed to have been approved, notwithstanding the foregoing, in relation to the Relevant Series in respect of which it would otherwise have been approved in accordance with the foregoing if the Multiple Series Proposal had involved only such Relevant Series, provided that (i) prior to the record date fixed by the State Treasury for determining the holders of Relevant Debt Securities that are entitled to vote on or sign a written resolution in relation to the Multiple Series Proposal (the “Multiple Series Record Date”), the State Treasury has publicly notified holders of the Relevant Debt Securities of the conditions under which the Multiple Series Proposal will be deemed to have been approved if it is approved in the manner described above in relation to a single Relevant Series and some but not all of the other Relevant Series, and (ii) those conditions are satisfied in connection with the Multiple Series Proposal.

In determining whether a Multiple Series Proposal has been approved by the requisite principal amount of Notes and other Relevant Debt Securities, where such Relevant Debt Securities include (i) Relevant Debt Securities denominated in more than one currency, the principal amount of each affected Relevant Debt Security will be equal to the amount of U.S. dollars that could have been obtained on the relevant Multiple Series Record Date with the principal amount of that Relevant Debt Security, using the applicable U.S. dollar foreign exchange reference rate for the relevant Multiple Series Record Date published by the Federal Reserve Bank of New York or, in the case of Relevant Debt Securities denominated in Polish złoty, the National Bank of Poland, and (ii) index-linked obligations or zero-coupon obligations, the principal amount of such Relevant Debt Securities will be calculated in accordance with Section 16(vii) of the Fiscal Agency Agreement.

7.      As more fully set forth in the Fiscal Agency Agreement, the State Treasury hereby irrevocably waives, to the fullest extent permitted by law, any immunity from jurisdiction to which it might otherwise be entitled in any suit, action or proceeding (other than a pre-judgment attachment, immunity from which is expressly not waived) that may be brought in connection with the Notes or the Fiscal Agency Agreement in any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States, or any competent court in Poland.  As more fully set forth in the Fiscal Agency Agreement, the State Treasury has appointed the Consul General of the Republic of Poland, 233 Madison Avenue, New York, NY 10016, as its authorized agent upon whom process may be served in any action arising out of or based on the Notes which may be instituted by the registered Holder of any Notes in any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, the City of New York, New York, United States.  Such appointment shall be irrevocable until all amounts in respect of the principal and interest, due or to become due on or in respect of all the Notes issued under the Fiscal Agency Agreement have been paid by the State Treasury to the Fiscal Agent or unless and until a successor shall have been appointed as the State Treasury’s authorized agent and such successor shall have accepted such appointment.  The State Treasury agrees that it will at all times maintain an authorized agent to receive such service, as provided above.

Because Poland has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws, it will not be possible to obtain a United States judgment against Poland based on such laws unless a court were to determine that Poland is not entitled under the Foreign Sovereign Immunities Act of 1976 (the “Act”) to sovereign immunity with respect to such actions.

Poland reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under U.S. federal or state securities law.  Poland does not waive any immunity in respect of present or future “premises of the mission” as such term is defined in the Vienna Convention on Diplomatic Relations signed in 1961, or “consular premises” as such term is defined in the Vienna Convention on Consular Relations signed in 1963 or military property or military assets of Poland related thereto.  The State Treasury agrees that final judgment in any such suit, action  or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided that service of process is effected upon such party in the manner provided by the Fiscal Agency Agreement.

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Nothing contained in this Note shall be deemed to limit the right of the registered Holders to bring proceedings in any other court of competent jurisdiction; nor will the bringing of proceedings in one or more jurisdictions preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not.

The waiver in the preceding paragraphs is intended to be effective upon execution of this Global Note without further act by the State Treasury before any such court, and introduction of this Global Note into evidence shall be final and conclusive evidence of such waiver.

8.      This Global Note will be governed by and interpreted in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereof that would require the application of the laws of a jurisdiction other than the State of New York, except that all matters governing the authorization and execution of the Notes by the State Treasury will be governed by the laws of the Republic of Poland.

9.      Except as set forth in this Section 9 and in Section 13, the Notes are issuable only as fully registered global securities, without coupons, each registered in the name of DTC, a nominee thereof or a successor to DTC or a nominee thereof (each, a “Global Note”), and (i) no Global Note may be transferred, except in whole and not in part, and only to DTC, one or more nominees of DTC or one or more respective successors of DTC and its nominees, and (ii) no Global Note may be exchanged for any Note other than another Global Note, except as provided below.  Notwithstanding any other provisions of the Fiscal Agency Agreement or this Global Note, a Global Note may be transferred to, or exchanged for registered Notes registered in the name of, a person other than DTC, a nominee of DTC or a successor of DTC or its nominee if (i) DTC (a) notifies the State Treasury that it is unwilling or unable to continue as depository for such Global Note or (b) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered, and in either such case (a) or (b) a replacement depository is not appointed by the State Treasury within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, (ii) the State Treasury, in its sole discretion at any time, determines not to have all of the related Notes represented by this Global Note and instructs the Fiscal Agent in writing that a Global Note shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default in respect of the Notes evidenced by this Global Note.  Registered Notes issued in exchange for this Global Note will be issued in the denomination of $1,000 each, registered in such names as an authorized representative of DTC shall request, and represented by certificates, each such certificate representing such aggregate principal amount of the Notes as shall be specified therein.

So long as DTC, or its nominee, is the registered owner of this Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the Notes represented by this Global Note for all purposes of the underlying Notes.  Ownership of beneficial interests in this Global Note will be limited to institutions that have accounts with DTC or its nominee (“participants”) or persons that may hold interests through participants.  Ownership of beneficial interests in this Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants).  Except as provided above, owners of beneficial interests in this Global Note will not be entitled to have the Notes represented by this Global Note registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form upon exchange or otherwise and will not be considered the owners or Holders of any Notes represented by this Global Note.  Accordingly, such person owning a beneficial interest in this Global Note must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any right of a Holder of Notes.  The laws of some States within the United States require that certain purchasers of securities take physical delivery of such securities in definitive form.  Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in this Global Note.

10.      Any payment of principal or interest due on the Notes represented by this Global Note on any Interest Payment Date or at maturity will be made available by the State Treasury to the Fiscal Agent on such date in accordance with the provisions of the Fiscal Agency Agreement.  As soon as possible thereafter, the Fiscal Agent will make such payments to DTC or its nominee, as the case may be, as the registered owner of this Global Note in accordance with arrangements between the Fiscal Agent and DTC.  Neither the State Treasury nor the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to payments made on account of

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beneficial ownership interests in this Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

11.      The Notes will be subject to the limitation periods with respect to claims for principal and interest as provided by Article 118 of the Polish Civil Code, dated April 23, 1964, as amended (the “Civil Code”).  The Civil Code provides a six year limitation period on claims for principal and a three year limitation period on claims for interest.

12.      The State Treasury will maintain in the Borough of Manhattan, The City and State of New York, United States of America, a Paying Agent for the Notes.  The State Treasury will cause the Fiscal Agent to maintain a register or registers in which shall be entered the names and addresses of the Holders of the Notes of this issue and the particulars of the Notes held by them respectively and in which, subject to Section 9 above, transfers of the Notes shall be registered.  Such Fiscal Agent and Paying Agent shall be Citibank, N.A., London Branch, unless and until the State Treasury appoints a different Fiscal Agent and Paying Agent in the same city.  In the event of any such change, the State Treasury shall give notice of such change to the Holders of the Notes by mailing written notice of such event to the Holders of the Notes as their names and addresses appear in the register maintained pursuant to this Section 12.

13.      Subject to Section 9 above, this Global Note is transferable upon presentation for such purpose at the aforesaid office, accompanied by a written instrument of transfer in form approved by the State Treasury executed by the registered Holder hereof or by his duly authorized attorney, whereupon this Global Note will be canceled and one or more Notes representing an equal aggregate principal amount of Notes of this issue, comprised of Notes in the denomination of $1,000 each, will be delivered to the transferee.

Subject to Section 9 above, Notes of this issue upon presentation for such purpose at the office of the Fiscal Agent referred to in Section 12, accompanied by a written instrument of transfer in form approved by the State Treasury executed by the registered Holder or by his duly authorized attorney, may be exchanged for a Note or Notes representing an equal aggregate principal amount of other Notes of this issue, comprised of Notes in the denomination of $1,000 each.

Subject to Section 9 above, the State Treasury will make transfers and exchanges of Notes of this issue as aforesaid upon compliance by the Holders of the Notes with such reasonable regulations as may be prescribed by the State Treasury, and the State Treasury shall not be entitled to make any charge in respect of transfers and exchanges of Notes of this issue, other than in respect of transfer taxes, if any.

Each Note shall be dated the date of its authentication by the Fiscal Agent.  Each Note authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Note shall carry all the rights, if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Note.  Notwithstanding anything to the contrary herein contained, such new Note shall be so dated that neither gain nor loss of interest shall result from such transfer or exchange.

The Fiscal Agent, as agent of the State Treasury for the purpose, shall maintain at its Corporate Trust Office, a register for Notes for the registration and registration of transfers and exchanges of the Notes.  Upon presentation for such purposes at the said office of the Fiscal Agent of any Note, accompanied by a written instrument of transfer in the form approved by the State Treasury (it being understood that, until notice to the contrary is given to Holders of Notes, the State Treasury shall be deemed to have approved the form of instrument of transfer, if any, printed on any Note), executed by the registered Holder, in person or by such Holder’s attorney thereunto duly authorized in writing, such Note shall be transferred upon the Note register, and a new Note of like tenor shall be authenticated and issued in the name of the transferee.  Transfers and exchanges of Notes shall be subject to such restrictions as shall be set forth in the text of the Notes and such reasonable regulations as may be prescribed by the State Treasury.  Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration and exchange shall be noted on the Note register.

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14.      Interest on the Notes of this issue shall be computed on the basis of a 360-day year of twelve 30-day months.  Payments of interest on this Global Note will be made by check drawn on a bank or trust company in The City of New York payable to the order of the registered Holder, or, in the case of joint Holders, to the order of all such joint Holders or to such person as the joint Holders may request in writing no later than the third business day preceding any such payment, provided that payment of principal will be made only upon prior presentation and surrender of this Global Note at the office of the Paying Agent of the State Treasury referred to in Section 12.  Such check shall be mailed to the address of the registered Holder as such address shall appear on the register maintained by the Fiscal Agent pursuant to Section 12 hereof, or, in the case of joint Holders, to such registered address of that one of such joint Holders who is first named in the register as one of such joint Holders or to such address specified in the aforementioned request of such joint Holders.  The registered Holder hereof or his legal personal representatives will be regarded as exclusively entitled to the principal moneys hereby secured, and in the case of joint registered Holders of this Global Note the said principal moneys shall be deemed to be owing to them on joint account.  Any Holder of Notes, the aggregate principal amount of which equals or exceeds $1,000,000, may, by written notice to the Paying Agent no later than the Record Date therefor, elect to receive the interest payment in respect of such Notes by wire transfer in same-day funds to a bank account maintained by such Holder in the United States.

15.      In case any Note shall at any time become mutilated or destroyed or stolen or lost, and such Note, or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Fiscal Agent referred to in Section 12 above, a new Note of like tenor and date will be issued by the State Treasury in exchange for the Note so mutilated, or in lieu of the Note so destroyed or stolen or lost, but, in the case of any destroyed or stolen or lost Note, only upon receipt of evidence satisfactory to the State Treasury that such Note was destroyed or stolen or lost, and, upon receipt also of indemnity (including, without limitation, an indemnity bond) satisfactory to the State Treasury and the Fiscal Agent.  All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note including, without limitation, the fees and reasonable expenses of the Fiscal Agent and its counsel, shall be borne by the owner of the Note mutilated, destroyed, stolen or lost.

16.      The State Treasury agrees that if a judgment or order given or made by any court for the payment of any amount in respect of any Note is expressed in a currency (the “judgment currency”) other than the U.S. dollar (the “denomination currency”), the State Treasury will pay any deficiency arising or resulting from any variation in rates of exchange between the date as of which the amount in the denomination currency is nationally converted into the amount in the judgment currency for the purposes of such judgment or order and the date of actual payment thereof.  This obligation will constitute a separate and independent obligation from the other obligations under the Notes, will give rise to a separate and independent cause of action, will apply irrespective of any waiver or extension granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Note or under any such judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Note or under any such judgment or order.

17.      Any notices or communications to the registered Holder of this Note shall be sufficient if given in writing in the English language and delivered by depositing such notice or communication by first class mail (air mail in the case of Holders whose addresses appearing in the Note register are in a country other than the United States of America), postage prepaid, addressed to such registered Holder at its address as it then appears on the Note register.)

Any notices or communications by the registered Holder of this Note to the Fiscal Agent shall be sufficient if given in writing in the English language and delivered by depositing such notice or communication by first class mail (air mail in the case of Holders whose addresses appearing in the Note register are in a country other than the United States of America), postage prepaid, addressed to the Fiscal Agent, or by telegram, telex or facsimile transmission (in each case confirmed in writing, by United States Mail or air mail, as applicable, first class postage prepaid; provided, however, that the failure to give such confirmation shall not affect the effectiveness of such notice).  Notices or communications shall be addressed to Citigroup Centre, Canada Square, London E14 5LB,

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United Kingdom (facsimile: +44 0207 508 5857/5877), Attention: Agency & Trust, or to such other address as shall be specified from time to time in writing by the Fiscal Agent to the Holders of the Notes.

18.      Unless previously purchased and cancelled as provided in this Section 18, each Note will be redeemed at its maturity. The State Treasury may, at its option, from and including the date falling three months prior to the maturity date of the Notes to but excluding the maturity date of the Notes, subject to having given not less than 30 nor more than 60 calendar days’ prior notice to the Holders in accordance with the terms and conditions of the Notes (which notice shall be irrevocable and shall specify the date set for redemption), redeem all, but not some only, of the outstanding Notes at their principal amount plus accrued interest up to but excluding the date set for redemption. The State Treasury shall not be entitled to redeem the Notes otherwise than as provided in this Section 18.

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EXHIBIT B

PROVISIONS FOR MEETINGS OF HOLDERS

1.DEFINITIONS

In this Exhibit B and the terms and conditions of the Notes, the following expressions have the following meanings:

“Block Voting Instruction” means, in relation to any Meeting, a document in the English language issued by a Paying Agent:

(a) certifying that certain specified Notes (the “deposited Notes”) have been deposited with such Paying Agent (or to its order at a bank or other depositary) or blocked in an account with a clearing system and will not be released until the earlier of:

(i) the conclusion of the Meeting; and

(ii) the surrender to such Paying Agent, not less than 48 hours before the time fixed for the Meeting (or, if the Meeting has been adjourned, the time fixed for its resumption), of the receipt for the deposited or blocked Notes and notification thereof by such Paying Agent to the State Treasury;

(b) certifying that the depositor of each deposited Note or a duly authorized person on its behalf has instructed the relevant Paying Agent that the votes attributable to such deposited Note are to be cast in a particular way on each resolution to be put to the Meeting and that, during the period of 48 hours before the time fixed for the Meeting, such instructions may not be amended or revoked;

(c) listing the total number and (if in definitive form) the certificate numbers of the deposited Notes, distinguishing for each resolution between those in respect of which instructions have been given to vote for, or against, the resolution; and

(d) authorising a named individual or individuals to vote in respect of the deposited Notes in accordance with such instructions;

“Chairman” means, in relation to any Meeting, the individual who takes the chair in accordance with Clause 7 below;

“Meeting” means a meeting of Holders of the Notes (whether originally convened or resumed following an adjournment);

“Multiple Series Proposal” has the meaning given to such term in the Fiscal Agency Agreement.

“Proxy” means, in relation to any Meeting, a person appointed to vote under a Block Voting Instruction other than:

(a) any such person whose appointment has been revoked and in relation to whom the Fiscal Agent has been notified in writing of such revocation by the time which is 48 hours before the time fixed for such Meeting; and

(b) any such person appointed to vote at a Meeting which has been adjourned for want of a quorum

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and who has not been re-appointed to vote at the Meeting when it is resumed;

“Relevant Debt Security” has the meaning given to such term in the Fiscal Agency Agreement.

“Relevant Fraction” means:

(a) for voting on any Resolution other than one relating to a Reserved Matter, 51%; and

(b) for voting on any Resolution relating to a Reserved Matter, 66 2/3%;

provided, however, that, in the case of a Meeting which has resumed after adjournment for want of a quorum it means:

(i) for all business other than voting on a Resolution relating to a Reserved Matter, 25%; and

(ii) for voting on any Resolution relating to a Reserved Matter, 66 2/3%;

“Relevant Series” has the meaning given to such term in the Fiscal Agency Agreement.

“Reserved Matter” has the meaning given to such term in the Fiscal Agency Agreement.

“Resolution” means a resolution passed at a Meeting duly convened and held in accordance with this Exhibit B:

(a) with relation to a Multiple Series Proposal in relation to a Reserved Matter, by:

(i)

(1) the affirmative vote of not less than 75% of the aggregate principal amount of the outstanding Relevant Debt Securities represented at separate duly called quorate meetings of the holders of all Relevant Series (taken in the aggregate); or

(2) a resolution in writing signed by or on behalf of the holders of not less than 66 2/3% of the aggregate principal amount of the outstanding Relevant Debt Securities (taken in the aggregate); and

(ii)

(1) the affirmative vote of more than 66 2/3% of the aggregate principal amount of each Relevant Series represented at separate duly called quorate meetings of holders of each Relevant Series (taken individually); or

(2) a resolution in writing signed by or on behalf of the holders of more than 50% of the aggregate principal amount of the outstanding Relevant Debt Securities in each Relevant Series (taken individually);

(b) with relation to any other Reserved Matter, by Holders of at least 75% of the aggregate principal amount of the outstanding Notes;

(c) otherwise, by an affirmative vote of Holders of at least 50% of the aggregate principal amount of the outstanding Notes that are represented at a Meeting for which there is a quorum.

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“Voter” means, in relation to any Meeting, the bearer of a Voting Certificate, a Proxy or the bearer of a Definitive Note who produces such Definitive Note at the Meeting;

“Voting Certificate” means, in relation to any Meeting, a certificate in the English language issued by a Paying Agent and dated, in which it is stated:

(a) that certain specified Notes (the “deposited Notes”) have been deposited with such Paying Agent (or to its order at a bank or other depositary) or blocked in an account with a clearing system and will not be released until the earlier of:

(i) the conclusion of the Meeting; and

(ii) the surrender of such certificate to such Paying Agent; and

(b) that the bearer of such certificate is entitled to attend and vote at the Meeting in respect of the deposited Notes;

“Written Resolution” means a consent in writing signed by or on behalf of 66 2/3% of Holders of the aggregate principal amount of outstanding Notes with respect to any Resolution other than one relating to a Reserved Matter and on behalf of 75% of the aggregate principal amount of the outstanding Notes with respect to any Resolution relating to a Reserved Matter, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such Holders of the Notes;

“24 hours” means a period of 24 hours including all or part of a day upon which banks are open for business in both the places where the relevant Meeting is to be held and in each of the places where the Paying Agents have their respective offices specified in the Fiscal Agency Agreement (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 two consecutive periods of 24 hours.

2.ISSUE OF VOTING CERTIFICATES AND BLOCK VOTING INSTRUCTIONS

The Holder of a Note may obtain a Voting Certificate from any Paying Agent or require any Paying Agent to issue a Block Voting Instruction by depositing such Note with such Paying Agent or arranging for such Note to be (to its satisfaction) held to its order or under its control or blocked in an account with a clearing system not later than 48 hours before the time fixed for the relevant Meeting.  A Voting Certificate or Block Voting Instruction shall be valid until the release of the deposited Notes to which it relates.  So long as a Voting Certificate or Block Voting Instruction is valid, the bearer thereof (in the case of a Voting Certificate) or any Proxy named therein (in the case of a Block Voting Instruction) shall be deemed to be the Holder of the Notes to which it relates for all purposes in connection with the Meeting.  A Voting Certificate and a Block Voting Instruction cannot be outstanding simultaneously in respect of the same Note.

3.REFERENCES TO DEPOSIT/RELEASE OF NOTES

Where Notes are represented by a Global Note or are held in definitive form within a clearing system, references to the deposit, or release, of Notes shall be construed in accordance with the usual practices (including blocking the relevant account) of such clearing system.

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4.VALIDITY OF BLOCK VOTING INSTRUCTIONS

A Block Voting Instruction shall be valid only if it is deposited at the specified office of the Fiscal Agent, or at some other place approved by the Fiscal Agent, at least 24 hours before the time fixed for the relevant Meeting or the Chairman decides otherwise before the Meeting proceeds to business.  If the Fiscal Agent requires, a notarized copy of each Block Voting Instruction and satisfactory proof of the identity of each Proxy named therein shall be produced at the Meeting, but the Fiscal Agent shall not be obliged to investigate the validity of any Block Voting Instruction or the authority of any Proxy.

5.CONVENING OF MEETING

The State Treasury may convene a Meeting at any time, and shall be obliged to do so upon the request in writing of the State Treasury or Holders of at least 10% of the aggregate principal amount of the outstanding Notes.

6.NOTICE

At least 30 days’ notice but not more than 60 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 Holders of the Notes and the Paying Agents (with a copy to the State Treasury).  The notice shall set out the full text of any resolutions to be proposed and shall state that the Notes may be deposited with, or to the order of, any Paying Agent for the purpose of obtaining Voting Certificates or appointing Proxies not later than 48 hours before the time fixed for the Meeting.

7. CHAIRMAN

An individual (who may, but need not, be a Holder) nominated in writing by the State Treasury may take the chair at any Meeting but, if no such nomination is made or if the individual nominated 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 State Treasury may appoint a Chairman.  The Chairman of an adjourned Meeting need not be the same person as was the Chairman of the original Meeting.

8.QUORUM

The quorum at any Meeting shall be the Relevant Fraction of the aggregate principal amount of the outstanding Notes.

9.ADJOURNMENT FOR WANT OF QUORUM

If within 45 minutes after the time fixed for any Meeting a quorum is not present, then:

(a) in the case of a Meeting requested by Holders of the Notes, it shall be dissolved; and

(b) 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:

(i) the Meeting shall be dissolved if the State Treasury so decides; and

(ii) no Meeting may be adjourned more than once for want of a quorum.

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10.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.

11.NOTICE FOLLOWING ADJOURNMENT

Clause 6 above shall apply to any Meeting which is to be resumed after adjournment for want of a quorum save that:

(a) 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

(b) 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.

12.PARTICIPATION

The following may attend and speak at a Meeting:

(a) Voters, one designated financial adviser and one designated legal counsel on their behalf;

(b) representatives of the State Treasury and the Fiscal Agent;

(c) the financial advisers of the State Treasury;

(d) the legal counsel to the State Treasury and the Fiscal Agent; and

(e) any other person approved by the Meeting.

13.SHOW OF HANDS

Every question submitted to a Meeting shall be decided in the first instance by a show of hands, except for a question on a Reserved Matter, which shall be decided by a poll. 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.

14.POLL

A demand for a poll shall be valid if it is made by the Chairman, the State Treasury 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.

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15.VOTES

Every Voter shall have: (a) on a show of hands, one vote; and (b) on a poll, the number of votes obtained by dividing that fraction of the aggregate principal amount of the outstanding Note(s) represented or held by such Holder by the lowest denomination of the Notes.

In the case of a voting tie the Chairman shall have a casting vote, provided that the Chairman is a Holder.  If the Chairman is not a Holder, matters shall not be deemed approved in the event of a tie.

Unless the terms of any Block Voting Instruction state otherwise, a Voter shall not be obliged to exercise all the votes to which such Voter is entitled or to cast all the votes which such Voter exercises in the same way.

16.VALIDITY OF VOTES BY PROXIES

Any vote by a Proxy in accordance with the relevant Block Voting Instruction shall be valid even if such Block Voting Instruction or any instruction pursuant to which it was given has been amended or revoked, provided that the Fiscal Agent has not been notified in writing of such amendment or revocation by the time which is 24 hours before the time fixed for the relevant Meeting.  Unless revoked, any appointment of a Proxy under a Block Voting Instruction 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 under a Block Voting Instruction Proxy to vote at the Meeting when it is resumed.

17.POWERS

A Meeting shall have power (exercisable by Resolution), without prejudice to any other powers conferred on it or any other person:

(a) to approve any Reserved Matter;

(b) to approve any proposal by the State Treasury for any modification, abrogation, variation or compromise of any of the conditions or any arrangement in respect of the obligations of the State Treasury under or in respect of the Notes;

(c) to approve any proposal by the State Treasury for any modification, amendment or supplement of any provision of or to take action with respect to the Fiscal Agency Agreement or any arrangement in respect of the obligations of the State Treasury thereunder;

(d) to approve the substitution of any person for the State Treasury (or any previous substitute) as principal obligor under the Notes;

(e) to waive any breach or authorize any proposed breach by the State Treasury 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;

(f) to authorize the Fiscal Agent or any other person to execute all documents and do all things necessary to give effect to any Resolution;

(g) to give any other authorisation or approval which is required to be given by Resolu­tion; and

(h) to appoint any persons as a committee to represent the interests of the Holders of the Notes and to confer upon such committee any powers which the Holders of the Notes could themselves exercise by Resolution.

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18.RESOLUTION BINDS ALL HOLDERS

A Resolution shall be binding upon all Holders of the Notes whether or not present at such Meeting and each of the Holders of the Notes shall be bound to give effect to it accordingly.  Notice of the result of every vote on a Resolution shall be given to the Holders of the Notes and the Paying Agents (with a copy to the State Treasury) within 14 days of the conclusion of the Meeting.

19.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 summarized 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.

20.WRITTEN RESOLUTION

A Written Resolution shall take effect as if it were a Resolution.

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EX-99.C

EXHIBIT C

THE STATE TREASURY OF

THE REPUBLIC OF POLAND

Represented by

THE MINISTER OF FINANCE

$[·] [·]% Notes due [·]

Underwriting Agreement

[·]

To the Representatives named

in Schedule I hereto of the

Underwriters named in

Schedule II hereto

Ladies and Gentlemen:

The State Treasury of the Republic of Poland, represented by the Minister of Finance (the “State Treasury”), proposes to issue and sell to the several Underwriters listed in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), a principal amount of $[·] [·]% Notes due [·] identified in Schedule I hereto (the “Securities”).  The Securities will be issued pursuant to the fiscal agency agreement specified in Schedule I hereto (the “Fiscal Agency Agreement”) among the State Treasury, the fiscal agent identified in such schedule (the “Fiscal Agent”) and the Luxembourg listing and paying agent identified in such schedule (the “Listing Agent”).  If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto as Representatives, then the terms “Underwriters” and “Representatives”, as used herein, shall each be deemed to refer to such firm or firms.

The State Treasury hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities as follows:

1.Registration Statement.  The State Treasury has (a) prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement, including a prospectus (the “Base Prospectus”) relating to certain debt securities to be issued from time to time by the State Treasury and (b) also filed with, or proposes to file with, the Commission pursuant to

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Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities.  As used herein, “Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including its exhibits and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date (as defined below) and any post-effective amendment thereto that becomes effective prior to the Closing Date (as defined below).  As used herein, “Effective Date” shall mean each date and time that the Registration Statement or any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement (as defined below) became or becomes effective.  The Base Prospectus as supplemented by the prospectus supplement specifically relating to the Securities that was first filed pursuant to Rule 424(b) after the Time of Sale (as defined below), is hereinafter referred to as the “Prospectus”.  If the State Treasury has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.  Any reference in this Agreement to the Registration Statement, the Base Prospectus, any preliminary form of Prospectus (a “preliminary prospectus”) previously filed with the Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein which were filed under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) on or before the date of this Agreement or the date of the Base Prospectus, any preliminary prospectus or the Prospectus, as the case may be.  Any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement or the date of the Base Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which are deemed to be incorporated by reference therein.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the State Treasury had prepared the following information (collectively with the information set forth on or attached to Annex A, the “Time of Sale Information”): the Base Prospectus, the preliminary prospectus dated [·], and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed as part of the Time of Sale Information.

2.Purchase of the Securities by the Underwriters.  (a) The State Treasury agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the State Treasury the respective principal amounts of Securities set forth opposite such Underwriter’s name in Schedule II hereto at the purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery.

(b)The State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities and (ii) initially to offer the Securities on the terms set forth in the Prospectus.  The State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.  Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

(c)Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the State Treasury to the Representatives at [·], New York City time on the Closing Date (as defined below), at the place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the State Treasury may agree in writing).  The time and date of such payment and delivery is referred to herein as the “Closing Date”.  As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.

(d)Payment for the Securities shall be made against delivery to the nominee of The Depository Trust Company for the respective accounts of the several Underwriters of one or more global notes representing the

2

Securities (the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the State Treasury.  The original Global Note will be made available for inspection by the Representatives not later than [·], New York City time, on the Business Day prior to the Closing Date.

3.Representations and Warranties of the State Treasury.  The State Treasury represents and warrants to each Underwriter that:

(a)Preliminary Prospectus.  No order preventing or suspending the use of any preliminary prospectus has been issued by the Commission and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto or filed pursuant to Rule 424 under the Securities Act complied when so filed in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the State Treasury in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information set forth in the table in the first paragraph under the heading “Underwriting” of the preliminary prospectus (the “Underwriter Information”).

(b)Time of Sale Information.  (i) The Time of Sale Information and (ii) each electronic roadshow, when taken together as a whole with the Time of Sale Information, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the State Treasury makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the State Treasury in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information.  No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c)Issuer Free Writing Prospectus.  Each Issuer Free Writing Prospectus (as defined below) complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the preliminary prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 4(d) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; provided that the State Treasury makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the State Treasury in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information.  As used herein, “Issuer Free Writing Prospectus” shall have the meaning specified in Rule 433 of the Securities Act.

(d)Registration Statement and Prospectus.  The Registration Statement has been declared effective by the Commission.  No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted against the State Treasury or, related to the offering has been initiated or threatened by the Commission.  As of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and on each Effective Date did not and will not contain any untrue statement of a material fact or omit to state any material fact

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required to be stated therein or necessary in order to make the statements therein not misleading and the Prospectus, as amended or supplemented, if applicable, at the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing representations and warranties shall not apply to statements in or omissions from the Registration Statement or the Prospectus or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the State Treasury in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information.

(e)Incorporated Documents.  The documents expressly incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented, when they became effective or were filed with the Commission, as the case may be, appear on their face to comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(f)No Material Adverse Change.  Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the financial, economic or political condition of the Republic of Poland (“Poland”) otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus (exclusive of any amendment or supplement thereto).

(g)Due Authorization.  The issuance and sale of the Securities have been duly authorized and, when issued, delivered and paid for by the Underwriters pursuant to this Agreement and authenticated by the Fiscal Agent pursuant to the Fiscal Agency Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the State Treasury and entitled to the benefits provided by the Fiscal Agency Agreement.  The execution of the Fiscal Agency Agreement by the State Treasury has been duly authorized and, when executed and delivered by the State Treasury and the Fiscal Agent, the Fiscal Agency Agreement will constitute a valid and binding instrument and the Securities and the Fiscal Agency Agreement will conform in all material respects to the descriptions thereof contained in the Time of Sale Information and the Prospectus.

(h)The Securities.  The Securities, when issued, delivered and paid for by the Underwriters pursuant to this Agreement and authenticated by the Fiscal Agent pursuant to the Fiscal Agency Agreement, will constitute general and unsecured obligations of Poland, the full faith and credit of which will be pledged for the due and punctual payment of the principal of, and interest on, the Securities and for the performance of all obligations of the State Treasury with respect thereto and the Securities will rank pari passu in right of payment with all other present and future unsecured obligations of Poland, except for such obligations as may be preferred by mandatory provisions of applicable law.

(i)Underwriting Agreement.  This Agreement has been duly authorized, executed and delivered by the State Treasury.

(j)No Violation.  Each of the State Treasury and Poland is not, or with the giving of notice or lapse of time or both would not be, in violation of or in default under any constitutional or treaty provision, convention, statute, law, regulation, decree, court order or similar authority binding upon the State Treasury or Poland, any fiscal agency agreement, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the State Treasury or Poland is a party or by which it or any of its properties is bound, except for violations and defaults which individually or in the aggregate are not material to the State Treasury and Poland and which do not have a material adverse effect on the performance by the State Treasury of its obligations under the Securities, the Fiscal Agency Agreement and this Agreement; the issue and sale of the Securities and the performance by the State Treasury of its obligations under the Securities, the Fiscal Agency Agreement and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any

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of the terms or provisions of, or constitute a default under, any constitutional or treaty provision, convention, statute, law, regulation, decree, court order or similar authority binding upon the State Treasury or Poland, any fiscal agency agreement, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the State Treasury or Poland is a party or by which the State Treasury or Poland is bound or to which any of the property or assets of the State Treasury or Poland is subject; and no additional consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the State Treasury of the transactions contemplated by this Agreement or the Fiscal Agency Agreement except (i) the order of the Minister of Finance described in subsection (ii) of Section 5(i) hereof and (ii) such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act or as may be required under state securities or “Blue Sky” laws in connection with the purchase and distribution of the Securities by the Underwriters.

(k)No Default.  No event has occurred or circumstance has arisen which, had the Securities already been issued, might reasonably be expected to (whether or not with the giving of notice and/or the passage of time and/or the fulfillment of any other requirement) constitute an event described under “Description of the Securities—Default; Acceleration of Maturity” in the Prospectus; and the State Treasury is not in default under the provisions of any agreement or of any instrument evidencing or relating to any outstanding Public External Indebtedness (as defined in the Registration Statement); and neither the execution and delivery of, nor the compliance with, this Agreement, the Fiscal Agency Agreement or the Securities will conflict with, or constitute a breach or a default under, any such agreement or instrument to which the State Treasury is a party or by which it is bound.

(l)Legal Proceedings.  Except as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus (exclusive of any amendment or supplement thereto), there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending, or, to the knowledge of the State Treasury, threatened or contemplated against or affecting Poland which, if determined adversely to Poland, could individually or in the aggregate reasonably be expected to have, a material adverse effect on the financial, economic or political condition of Poland; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement or the Prospectus that are not so described in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations, contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or required to be described in the Registration Statement, the Time of the Sale Information or the Prospectus which are not filed or described as required.

(m)Sale of Securities.  Immediately after any sale of Securities by the State Treasury hereunder, the aggregate amount of Securities which have been issued and sold by the State Treasury hereunder and of any securities of the State Treasury (other than the Securities) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of securities registered under the Registration Statement.

(n)Private and Commercial Acts.  The execution, delivery and performance of this Agreement, the Fiscal Agency Agreement and the other documents referred to therein, and the issue, offer and sale of the Securities and the performance of the terms thereof by the State Treasury, constitute private and commercial acts rather than public or governmental acts.  To the extent the State Treasury or Poland has in this Agreement, the Fiscal Agency Agreement and in the Securities waived immunity from suit, execution, attachment or other legal process, it represents and warrants that neither the State Treasury, Poland nor any of their respective properties have, in relation to the execution, delivery and performance of such agreement by the State Treasury and the issue, offer and sale of the Securities and the performance of the terms thereof by the State Treasury, any immunity from suit, execution, attachment or other legal process in Poland, except as described in the Prospectus under “Enforceability of Judgments” and as provided in the opinions referred to in Sections 5(f) and (g) hereof.  The waivers of immunity by the State Treasury contained in this Agreement, the Fiscal Agency Agreement and the Securities, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Securities and the consent by the State Treasury to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement and the Securities and the provision that the laws of the State of New York shall govern this Agreement, the Fiscal Agency Agreement and the Securities are (or, in the case of the Securities, will be, upon due execution, issue, delivery and authentication thereof by the Fiscal Agent under the Fiscal Agency Agreement and the payment therefor by the Underwriters) irrevocably binding on the State Treasury.  Subject to the legal opinion of the Director of the Legal

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Department, Ministry of Finance of Poland referred to in Section 5(f) hereof, provided the requirements set forth in the Prospectus under “Enforceability of Judgments” are met, any judgment against the State Treasury in relation to any of this Agreement, the Fiscal Agency Agreement or the Securities in the courts specified in this Agreement, the Fiscal Agency Agreement and the Securities will be recognized in the courts of Poland and, upon institution of an ordinary civil action to enforce such judgment, will be enforceable in Poland.

(o)No Conflicts.  This Agreement and the Fiscal Agency Agreement are, and the Securities, upon the due execution, authentication, issue and delivery thereof and payment therefor by the Underwriters, will be, in proper legal form under the laws of Poland for the enforcement thereof in Poland against the State Treasury and contain no provision which is contrary to the laws of Poland or public policy of Poland or which would not for any reason be upheld by the courts of Poland.

(p)Validation.  To ensure the legality, validity, enforceability or admissibility in evidence in Poland of any of this Agreement, the Fiscal Agency Agreement or the Securities, it is not necessary that any of this Agreement, the Fiscal Agency Agreement or the Securities or any other document or instrument be registered, recorded or filed with any court or other authority in Poland or be notarized or that any documentary, stamp or similar tax, imposition or charge be paid on or in respect of any of this Agreement, the Fiscal Agency Agreement or the Securities (except for court fees and taxes incurred in connection with enforcement proceedings).

(q)International Lending Institutions.  Poland is a member of the International Monetary Fund (“IMF”), the European Bank for Reconstruction and Development and the European Investment Bank and is eligible to use the general resources of the IMF.

(r)Taxes.  Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus under “Taxation - Polish Tax Considerations” with respect to possible application of Polish stamp tax, when issued, the Securities and all payments thereon will be free and exempt from any and all taxes, duties or other charges of whatsoever nature of Poland and all payments on the Securities will be made by the State Treasury without withholding or deduction for or on account of any and all taxes, duties or other charges of whatever nature (including, without limitation, income taxes) imposed by Poland or any subdivision or authority thereof or therein having power to tax except to the extent that such Securities or payments will be held or received by persons who are subject to tax for reasons other than merely by holding such Securities or receiving payments thereon.

(s)Issuance of Securities.  The Securities are being issued pursuant to Article [·] of the Budget Act for 20[·], the order of the Minister of Finance described in subsection (ii) of Section 5(i) hereof and the Letter of the Issue No. [·] of the Minister of Finance and the issue of the Securities will not violate any monetary limit prescribed by Polish law.

(t)Eligibility.  The State Treasury meets the requirements for the use of Schedule B under the Securities Act, is a “seasoned foreign government” within the meaning of Release No. 33-6424 under the Securities Act relating to delayed offerings by foreign governments or political subdivisions thereof, is not an “ineligible issuer” within the meaning of Rule 405 under the Securities Act (without taking into account any determination by the Commission pursuant to Rule 405 that it is not necessary that the State Treasury be considered an “ineligible issuer”) and has filed with the Commission the Registration Statement, including the form of Base Prospectus, for registration under the Securities Act of the offering and sale of the Securities.

(u)Sanctions.  Poland is not currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department of State, and Poland will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any sanctions administered by OFAC or the U.S. Department of State.

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4.Further Agreements of the State Treasury.  The State Treasury covenants and agrees with each of the several Underwriters as follows:

(a)Required Filings.  The State Treasury will use its best efforts to cause the Registration Statement, if not effective on the date hereof, and any amendment thereto, to become effective at the earliest possible time thereafter.  Prior to the termination of the offering of the Securities, the State Treasury will not file any amendments of the Registration Statement (including the Prospectus or any preliminary prospectus) or the Time of Sale Information unless the State Treasury has furnished the Underwriters with a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object.  Subject to the foregoing sentence, the State Treasury will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) and Rule 430A under the Securities Act and, within the time period prescribed by such Rules, will promptly provide evidence satisfactory to the Underwriters of such timely filing and to furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time on the Business Day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

(b)Delivery of Copies.  The State Treasury will deliver, without charge, (i) to the Representatives, four signed copies of the Registration Statement (as originally filed) and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each other Underwriter (A) a conformed copy of the Registration Statement (as originally filed) and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request.  As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with the sales of the Securities by any Underwriter or dealer.

(c)Free Writing Prospectus.  The State Treasury agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees that, unless it has or shall have obtained, as the case may be, the prior written consent of the State Treasury, which consent shall not be unreasonably withheld, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the State Treasury with the Commission or retained by the State Treasury under Rule 433 of the Securities Act, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 4(d) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Annex A hereto and any electronic road show; provided further that the prior written consent of the State Treasury shall not be required for any Bloomberg screen or similar electronic communication providing for certain ratings or proposed terms of the Securities or relating to administrative or procedural matters in connection with the offering of the Securities.  Any such free writing prospectus consented to by the Representatives or the State Treasury is hereinafter referred to as a “Permitted Free Writing Prospectus”.  The State Treasury agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(d)Amendments or Supplements; Issuer Free Writing Prospectus.  The State Treasury agrees to prepare a final term sheet, containing solely a description of the final terms of the securities and the offering thereof, in the form approved by the Representatives and attached as Schedule I hereto and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule.  Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether before or after the time that the Registration Statement becomes effective, the State Treasury will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review, and will not file any such proposed amendment or supplement to which the Representatives reasonably object.

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(e)Notice to the Representatives.  The State Treasury will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective, (ii) when any amendment to the Registration Statement has been filed or becomes effective, (iii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed and to furnish the Representatives with copies thereof, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances when, respectively, the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading, (vii) of the receipt by the State Treasury of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the State Treasury of any notification with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or, to the State Treasury’s knowledge, the initiation or threatening of any proceeding for such purpose; and, to the extent the same is within its control, to use its best efforts to prevent the issuance of any such stop order, or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of any order suspending any such qualification of the Securities, or notification of any such order thereof and, if issued, to obtain as soon as possible the withdrawal thereof.

(f)Ongoing Compliance.  (1) If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with Polish or United States law, the State Treasury will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with such law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with Polish and United States law, the State Treasury will immediately notify the Underwriters thereof and forthwith to prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with such law.

(g)Marketability. Between the date hereof and the Closing Date (both dates inclusive), the Minister of Finance of Poland will not without the prior approval of the Representatives, such approval not to be unreasonably withheld, make any official announcement which would have a material adverse effect on the marketability of the Securities.

(h)Taxes.  The State Treasury will pay any stamp duty or other issue, transaction, value added or similar tax, fund or duty payable in Poland, the United Kingdom or the United States (including court fees) in relation to any transaction carried out pursuant to this Agreement, or the Fiscal Agency Agreement or in connection with the issue and sale of the Securities to the Underwriters or the enforcement of this Agreement.

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(i)Blue Sky Compliance.  The State Treasury will endeavor to qualify the Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that the State Treasury shall not be required to file a general consent to service of process in any jurisdiction or take any other action which would expose it to taxation or service of process in suits other than those arising out of the offering or sale of the Securities.

(j)Statement of Revenues and Expenditure.  The State Treasury will make generally available to its securityholders and to the Representatives, as soon as practicable after the close of its first fiscal year beginning after the date of this Agreement, a statement in reasonable detail in the English language of its revenues and expenditures for such fiscal year which shall satisfy the provisions of Section 11(a) of the Securities Act.

(k)Clear Market.  During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the State Treasury will not offer, sell, contract to sell or otherwise dispose outside Poland, or announce the offering, of any debt securities issued or guaranteed by Poland which are substantially similar to the Securities.

(l)Use of Proceeds.  Poland will use the net proceeds received by the State Treasury from the sale of the Securities pursuant to this Agreement in the manner specified in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Use of Proceeds”.

(m)Exchange Listing.  The State Treasury will use its reasonable best efforts to cause the Securities to be listed on the Luxembourg Stock Exchange.

(n)Record Retention.  The State Treasury will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(o)Expenses.  Except as otherwise agreed with the Representatives, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including, without limiting the generality of the foregoing, costs and expenses (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Fiscal Agent, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Underwriters may designate, (iv) related to any filing with Financial Industry Regulatory Authority, Inc., (v) incurred in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Fiscal Agency Agreement, the preliminary and supplemental “Blue Sky” memoranda and any legal investment survey and the furnishing to Underwriters and dealers of copies of the Registration Statement, the Time of Sale Information and the Prospectus, including mailing and shipping, as herein provided, (vi) payable to rating agencies in connection with the rating of the Securities, (vii) incurred by the State Treasury in connection with a “road show” presentation to potential investors, (viii) of any transfer agent, (ix) incurred in connection with the application for and approval of the Securities for listing on the Luxembourg Stock Exchange and (x) of counsel to the State Treasury.

5.Conditions of Underwriters’ Obligations.  The several obligations of the Underwriters hereunder to purchase the Securities on the Closing Date are subject to the performance by the State Treasury of its obligations hereunder and to the following additional conditions:

(a)Registration Compliance; No Stop Order.  No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment shall be in effect and no proceedings for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus, and any such supplement, shall have been filed with the

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Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b)Representations and Warranties.  The representations and warranties of the State Treasury contained herein being true and correct on and as of the Closing Date as if made on and as of the Closing Date and the State Treasury shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

(c)No Downgrade.  Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any downgrading, (ii) any intended or potential downgrading or (iii) any surveillance or review or possible change that does not indicate an improvement in the rating accorded any securities of or guaranteed by Poland by any “nationally recognized statistical rating organization”, as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(d)No Material Adverse Change.  Subsequent to the execution and delivery of this Agreement there shall not have been any event or condition of a type described in Section 3(f) hereof that shall have occurred or shall exist or change or any development involving a prospective material adverse change, in or affecting the financial, economic or political condition of Poland otherwise than as set forth or contemplated in the Time of Sale Information and the Prospectus (excluding any amendment or supplement thereto), the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus (excluding any amendment or supplement thereto).

(e)Officer’s Certificate.  The Representatives shall have received on and as of the Closing Date a certificate of the Undersecretary of State of the Ministry of Finance of Poland satisfactory to the Representatives (i) confirming that such representative has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such representative, the representations set forth in Sections 3(b), 3(c) and 3(d) hereof are true and correct, (ii) confirming that the other representations and warranties of the State Treasury in this Agreement are true and correct and that the State Treasury has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date and (iii) to the effect set forth in subsections (a) through (c) of this Section 5 and to the further effect that there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the financial, economic or political condition of Poland except as set forth in or contemplated in the Time of Sale Information and the Prospectus (exclusive of any amendment or supplement thereto).

(f)Opinion of the Director of the Legal Department, Ministry of Finance.  The Director of the Legal Department, Ministry of Finance shall have furnished to the Representatives an opinion, dated the Closing Date, in form and substance satisfactory to the Representatives, to the effect set forth in Annex B hereto.

In rendering such opinions, the Director may rely (A) as to matters involving the application of U.S. federal or New York State laws, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon the opinion of White & Case LLP, U.S. counsel to the State Treasury, described below; and (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the State Treasury and certificates or other written statements of officials of jurisdictions having custody of documents relating to the State Treasury.

The opinion of the Director of the Legal Department, Ministry of Finance, described above shall be rendered to the Underwriters at the request of the State Treasury and shall so state therein.

(g)Opinion of Counsel for the State Treasury.  White & Case LLP, U.S. counsel for the State Treasury, and White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa, Polish counsel

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for the State Treasury, shall have furnished to the Representatives their written opinions, dated the Closing Date, in form and substance satisfactory to the Representatives, to the effect set forth in Annex C and Annex D hereto, respectively.

In rendering such opinions, such counsel may rely as to material factual matters; to the extent such counsel deems proper, on certificates of responsible officers of the State Treasury and certificates or other written statements of officials of jurisdictions having custody of documents relating to the State Treasury and Poland.

The opinions of White & Case LLP, U.S. counsel for the State Treasury, and White & Case,  M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa, Polish counsel for the State Treasury, described above shall be rendered to the Underwriters at the request of the State Treasury and shall so state therein.

(h)Opinion of Counsel for the Underwriters.  The Representatives shall have received on and as of the Closing Date an opinion and negative assurance letter of Linklaters LLP, U.S. counsel to the Underwriters, with respect to the validity of the Fiscal Agency Agreement and the Securities and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(i)Letters and Documents.  The Representatives shall have received the following documents (together with certified English translations thereof):

(i)	the Budget Act for [·] of [·] (exclusive of tables, which shall be provided in Polish);
(ii)	the Order of the Minister of Finance of December 15, 2010 on the conditions of issuing treasury bonds to be offered on foreign markets;
(iii)	Art. 3.2a in connection with Art. 21.1 point 130 of the Personal Income Tax Act of July 26, 1991 (as amended) and Art. 3.2 in connection with Art. 17.1 point 50 of the Corporate Income Tax Act of February 15, 1992 (as amended); and
(iv)	the Letter of the Issue No. [·] of the Minister of Finance.

(j)Additional Documents.  On or prior to the Closing Date, the State Treasury shall have furnished to the Representatives such further certificates and documents as the Representatives shall reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

6.Indemnification and Contribution.

(a)Indemnification of the Underwriters.  The State Treasury agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and each affiliate of any Underwriter which assists such Underwriter in the distribution of the Securities and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any preliminary prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements

11

therein not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the State Treasury in writing by such Underwriter through the Representatives expressly for use therein (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information).  The State Treasury further agrees to indemnify and hold harmless each Underwriter against any requirement to pay any stamp duty or other issue, transaction, value added or similar tax, fund or duty payable in Poland, the United Kingdom or the United States (including court fees) in relation to any transaction carried out pursuant to this Agreement, or the Fiscal Agency Agreement or in connection with the issue and sale of the Securities to the Underwriters or the enforcement of this Agreement.  This indemnity agreement will be in addition to any liability which the State Treasury may otherwise have.

(b)Indemnification of the State Treasury.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the State Treasury and its officials and authorized representatives who signed the Registration Statement to the same extent as the foregoing indemnity from the State Treasury to each Underwriter, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the State Treasury in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus, any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Time of Sale Information, or any preliminary prospectus (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the Underwriter Information).  This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have.

(c)Notice and Procedures.  If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 6 except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 6.  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, also be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 6 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, or (iv) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person.  It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm for the Underwriters, each affiliate of any Underwriter which assists such Underwriter in the distribution of the Securities and such control persons of Underwriters shall be designated in writing by the Representatives named in Schedule I hereto and any such separate firm for the State Treasury and its officials and authorized representatives who sign the Registration Statement shall be designated in writing by the State Treasury. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such

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settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d)Contribution.  If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the State Treasury on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the State Treasury on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the State Treasury on the one hand and the Underwriters on the other shall be deemed to be in the same relative proportions as the net proceeds from the offering (before deducting expenses) received by the State Treasury and the total underwriting discounts and the commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the Securities. The relative fault of the State Treasury on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the State Treasury or to the Underwriter Information and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e)Limitation on Liability.  The State Treasury and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 6 are several in proportion to the respective principal amount of Securities set forth opposite their names in Schedule II hereto, and not joint.

(f)Non-Exclusive Remedies.  The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(g)Survival.  The provisions of Section 11 hereof and the indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the State Treasury set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination or cancellation of this Agreement,

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(ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the State Treasury or its ministers and (iii) acceptance of and payment for any of the Securities.

7.No Fiduciary Duties. The State Treasury acknowledges and agrees that in connection with this offering, the sale of the Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the State Treasury and any other person, on the one hand, and the Underwriters, on the other, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the State Treasury, including, without limitation, with respect to the determination of the public offering price of the Securities, and such relationship between the State Treasury, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the State Treasury shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the State Treasury.  The State Treasury waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

8.Termination.  Notwithstanding anything herein contained, this Agreement may be terminated in the absolute discretion of  the Representatives, by notice given to the State Treasury, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, the New York Stock Exchange, (ii) trading of any securities issued or guaranteed by Poland shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York or Poland shall have been declared by U.S. Federal, New York State or Polish authorities, (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside of the United States or Poland, or a material adverse change in the general economic, political or financial conditions in the United States or Poland the effect of which on financial markets is as such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus (exclusive of any amendment or supplement thereto).

9.Effectiveness of Agreement.  This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

10.Defaulting Underwriter.  If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase the Securities which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 10 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter.  If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date and arrangements satisfactory to the Representatives and the State Treasury for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the State Treasury.  In any such case either the Representatives or the State Treasury shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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11.Reimbursement of Underwriters Fees.  If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the State Treasury to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the State Treasury shall be unable to perform its obligations under this Agreement or any condition of the Underwriters’ obligations cannot be fulfilled, except as otherwise agreed with the Representatives, the State Treasury agrees to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

12.Persons Entitled to the Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the State Treasury, the Underwriters, each affiliate of any Underwriter which assists such Underwriter in the distribution of the Securities, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.  No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

13.Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.  This agreement has been executed in the Polish and English languages and each of these texts is authentic.  To the extent that there is any discrepancy between the Polish and English texts, the English version shall prevail.

14.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof.

15.Waiver and Submission to Jurisdiction. (a) The State Treasury irrevocably submits to the jurisdiction of any court of the State of New York or any U.S. Federal court sitting, in each case, in the Borough of  Manhattan, the City of New York, New York, United States, and any appellate court from any thereof, and to the jurisdiction of any Polish court with respect to actions brought against it as a defendant and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Agreement.  The State Treasury irrevocably waives, to the fullest extent permitted by law, any immunity and any objection to any suit, action, or proceeding that may be brought in connection with this Agreement in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Such waiver of immunity constitutes only a limited and specific waiver for the purposes of this Agreement and the Securities and in relation to such courts and under no circumstances shall it be interpreted as a general waiver by the State Treasury or a waiver with respect to proceedings unrelated to this Agreement and the Securities or in other courts. Poland reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under U.S. federal or state securities law. Poland does not waive any immunity in respect of present or future “premises of the mission” as such term is defined in the Vienna Convention on Diplomatic Relations signed in 1961, or “consular premises” as such term is defined in the Vienna Convention on Consular Relations signed in 1963 or military property or military assets of Poland related thereto.  The State Treasury agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon such party and may be enforced in any court to the jurisdiction of which such party is subject by a suit upon such judgment; provided that service of process is effected upon such party in the manner provided by this Agreement.

(b)The State Treasury agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Agreement against the State Treasury in any court of the State of New York or any U.S. Federal court sitting, in each case, in the Borough of Manhattan, the City of New York, may be made upon the Consul General of the Republic of Poland, 233 Madison Avenue, New York, NY 10016, whom the State Treasury irrevocably appoints as its authorized agent for service of process.  The State Treasury represents and warrants that such person has agreed to act as the State Treasury’s agent for service of process. The State Treasury agrees that such appointment shall be irrevocable until the irrevocable appointment by the State Treasury of a successor in the City of New York as its authorized agent for such purpose and the acceptance of such appointment

15

by such successor. The State Treasury further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If such person shall cease to act as the agent for service of process for the State Treasury, the State Treasury shall appoint without delay another such agent and provide prompt written notice to the Representatives of such appointment.  With respect to any such action in any court of the State of New York or any U.S. Federal court, in each case, in the Borough of Manhattan, the City of New York, service of process upon such person, as the authorized agent of the State Treasury for service of process, and written notice of such service to the State Treasury shall be deemed, in every respect, effective service of process upon the State Treasury.

(c)Nothing in this Section 15 shall affect the right of any party to serve legal process in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party or its property in the courts of other jurisdictions.

16.English Documents.  All documents to be delivered under this Agreement by the State Treasury shall be in the English language or accompanied by a certified English translation, other than the tables referred to in Section 5(i)(i) hereof.

17.Miscellaneous.  (a) Authority of the Representatives.  Any action by the Underwriters hereunder may be taken by the Representatives named in Schedule I hereto on behalf of the Underwriters and any such action taken by the Representatives shall be binding upon the Underwriters.

(b)Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  Notices to the Underwriters shall be given to the Representatives at the addresses set forth in Schedule I hereto.  Notices to the State Treasury shall be given to it at Ministry of Finance, ul. Świętokrzyska 12, 00-916 Warsaw, Poland (facsimile: +48 22 694 30 94); Attention: Director of Public Debt Department, Ministry of Finance.

(c)Waiver of Immunity.  To the extent that the State Treasury, or any of its respective properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in respect thereof, from setoff or counterclaim, from the jurisdiction of any of the courts set forth in the first sentence of Section 15, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or from other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which the proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the State Treasury, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives and agrees not to plead or claim any such immunity and consents to such relief and enforcement.

(d)Conversion of Currency.  If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Representatives could purchase U.S. dollars with such other currency in New York City on the Business Day preceding that on which final judgment is given. The obligation of the State Treasury in respect of any sum due from it to any Underwriter shall, notwithstanding any judgment in a currency other than U.S. dollars, not be discharged until the first Business Day following receipt by such Underwriter of any sum adjudged to be so due in such other currency on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to such Underwriter hereunder, the State Treasury agrees, as a separate obligation and notwithstanding any judgment, to indemnify such Underwriter against such loss.

(e)U.S. Tax Disclosure.  Notwithstanding anything herein to the contrary, each party hereto and purchasers of the Securities (and each employee, representative or other agent of such party or purchaser) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any

16

transaction contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to the purchasers of the Securities relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

(f)EU Blocking Regulation. No provision of paragraph 3(u) of this Agreement shall apply to any person to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of (i) any provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or (ii) any similar blocking or anti-boycott law, and paragraphs 5(b) and 5(e) shall be construed accordingly.

[(g)Markets in Financial Instruments Directive. Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:

a.each Underwriter who deems themselves to be a MiFID manufacturer (each a “Manufacturer” and together the “Manufacturers”) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus in connection with the Securities; and

b.the Underwriters and the State Treasury note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturers and the related information set out in the Prospectus in connection with the Securities.]

[(h)Contractual Bail-in. Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between [the Underwriters] and the State Treasury, the State Treasury acknowledges, accepts, and agrees to be bound by:

a.the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of [the Underwriters] to the State Treasury under this agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

i.the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

ii.the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of [the Underwriters] or another person (and the issue to or conferral on the State Treasury of such shares, securities or obligations);

iii.the cancellation of the BRRD Liability;

iv.the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

b.the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

As used in this provision, “Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com; “BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to any of the Underwriters.]

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[(i) Recognition of the U.S. Special Resolution Regimes. (1) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (2) In the event that any Underwriter that is a Covered Entity or a Covered Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

“Covered Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.]

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If the foregoing is in accordance with your understanding, please sign and return four counterparts hereof.

Very truly yours,
The State Treasury of the Republic of Poland, Represented by the Minister of Finance
By:
	Name:
	Title:

Accepted:

[·],
[·],
[·] and
[·],
acting severally on behalf of themselves and the several Underwriters listed in Schedule II hereto.
[·]
By:
	Name:
	Title:
[·]
By:
	Name:
	Title:
[·]
By:
	Name:
	Title:
[·]
By:
	Name:
	Title:

19

SCHEDULE I

Representatives:	[·]
Underwriting Agreement dated:	[·]
Registration Statement No.:	[·]
Title of Securities:	[·] Notes due [·] (the “Notes”)
Aggregate principal amount:	U.S.$[·]
Price to Public:	[·]% of the principal amount of the Notes
Purchase Price:	U.S.$[·] ([·]% of the principal amount of the Notes)
Underwriting Discount:	U.S.$[·] ([·]% of the principal amount of the Notes)
Fiscal Agency Agreement:	Fiscal Agency Agreement dated as of [·] among the State Treasury, [·], as Fiscal Agent, and [·], as Luxembourg Listing and Paying Agent
Maturity:	[·]
Coupon:	[·]%
Interest Payment Dates:	[·] and [·], commencing [·]
Optional Redemption Provisions:	None
Sinking Fund Provisions:	None
Other Provisions:	None
Closing Date:	[·]
Address for Notices to Representatives:	[·]
	[·]
	[·]

20

SCHEDULE II

Underwriter	Principal Amount of Notes To Be Purchased
[·]	U.S.$	[·]
[·]	U.S.$	[·]
[·]	U.S.$	[·]
Total	U.S.$	[·]

21

ANNEX A

Time of Sale Information

Final Term Sheet attached hereto as Exhibit I.

22

EXHIBIT 1 TO

ANNEX A

Filed pursuant to Rule 433

[·]

Relating to

Preliminary Prospectus Supplement dated [•] to

Registration Statement No. [•]

THE STATE TREASURY OF THE REPUBLIC OF POLAND

Represented by the Minister of Finance

Pricing Term Sheet

Issuer:	The State Treasury of the Republic of Poland Represented by the Minister of Finance
Principal Amount:	U.S.$[·]
Maturity Date:	[·]
Coupon:	[·]%
Price to Public:	[·]%
Yield to Maturity:	[·]%
Spread to Benchmark Treasury:	[·] basis points
Benchmark Treasury:	[·]
Benchmark Treasury Yield:	[·]%
Interest Payment Dates:	[·] and [·], commencing [·]
Pricing Date:	[·]
Settlement Date (T+3):	[·]
CUSIP / ISIN:	[·] / [·]
Denominations:	U.S.$[·] and integral multiples thereof
Day Count:	360-day year of twelve 30-day months
Joint Bookrunners:	[·]
Ratings of the Republic of Poland:	[·] (Moody’s) / [· ](S&P) / [·](Fitch)

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

23

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling [·] at [·]. [·] at [·] or [·] at [·].

24

EX-99.D

EXHIBIT D

REPUBLIC OF POLAND
MINISTRY OF FINANCE
Legal Department

April 29, 2020

I, Aleksandra Ostapiuk, Director of the Legal Department of the Ministry of Finance of the Republic of Poland, have examined the Registration Statement under Schedule B filed with the United States Securities and Exchange Commission on even date herewith (the “Registration Statement”), pursuant to which the State Treasury of the Republic of Poland, represented by the Minister of Finance (the “Republic”), proposes to issue and sell its debt securities (the “Securities”).

In rendering this legal opinion I have reviewed the following documents:

(a)the Public Finance Law of August 27, 2009 (as amended);

(b)the Budget Act for 2020 of February 14, 2020;

(c)the Order of the Minister of Finance of December 15, 2010 on the conditions of issuing treasury bonds to be offered on foreign markets (as amended);

(d)the Personal Income Tax Act of July 26, 1991 (as amended); and

(e)the Corporate Income Tax Act of February 15, 1992 (as amended);

and such other laws as was deemed necessary for such purpose.

Having considered these documents and such other documents and matters as I deemed necessary, and having regard to the laws of the Republic of Poland to which this opinion is limited, I am of the opinion that when Securities have been duly authorized pursuant to the above legislation and duly executed and delivered by the Republic, issued and authenticated pursuant to a Fiscal Agency Agreement and delivered to, and paid for by, the underwriters in the manner contemplated by the Registration Statement, the Securities will constitute valid and legally binding obligations of the Republic.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption “Validity of the Securities” in the Registration Statement.  In giving such consent I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Yours faithfully,

/s/ Aleksandra Ostapiuk

Aleksandra Ostapiuk

Director of the Legal Department of the Ministry of Finance

EX-99.E-1

EXHIBIT E-1

The State Treasury of the Republic of Poland
Ministry of Finance
ul. Świętokrzyska 12
00-916 Warsaw, Poland

April 29, 2020

Dear Sirs,

We have acted as Polish counsel to the State Treasury of the Republic of Poland (the “State Treasury”) in connection with the preparation of the Registration Statement under Schedule B filed with the United States Securities and Exchange Commission on even date herewith (the “Registration Statement”), pursuant to which the State Treasury proposed from time to time to issue and sell its debt securities as described therein (the “Securities”). Terms used herein and defined in the Registration Statement are used herein as so defined.

In order to give the opinion hereinafter set forth, we have examined the following:

(a)the Public Finance Law of August 27, 2009, as amended;

(b)the Budget Act for 2020 of February 14, 2020;

(c)the Order of the Minister of Finance of December 15, 2010 on the conditions of issuing treasury bonds to be offered on foreign markets, as amended;

(d)the Personal Income Tax Act of July 26, 1991, as amended; and

(e)the Corporate Income Tax Act of February 15, 1992, as amended,

and such other laws as was deemed necessary for such purpose.

As to certain facts material to our opinion, we have relied to the extent that we deemed such reliance proper upon statements of representatives of the State Treasury.  In rendering such opinion, we have assumed that any Securities issued by State Treasury under the Registration Statement, when aggregated with any other external debt securities issued by the State Treasury, will not exceed the limits for the incurrence of external indebtedness in the form of bonds and securities issued by the State Treasury pursuant to the provisions of the Budget Act for 2020.

Based upon the foregoing and subject to the assumptions set forth herein, we are of the opinion that, upon the execution by the Minister of Finance of the letter of issue, with respect to particular Securities, when duly authorized, executed and delivered by the State Treasury, represented by the Minister of Finance, authenticated in accordance with the provisions of a duly executed Fiscal Agency Agreement and delivered to, and paid for by, the relevant

underwriters or purchasers thereof in the manner contemplated by the Registration Statement and the relevant Underwriting Agreement, the Securities will be valid and legally binding obligations of the State Treasury under the laws of Poland.

This opinion is limited to the laws of the Republic of Poland and does not cover any questions arising under or relating to the laws of United States or the laws of the State of New York, any political subdivision thereof or any other jurisdiction.

* * *

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Validity of the Securities” in the Registration Statement.  In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ WHITE & CASE LLP

2

EX-99.E-2

EXHIBIT E-2

April 29, 2020

The State Treasury of The Republic of Poland

Ministry of Finance

ul. Swietokrzyska 12

Warsaw, Poland

Dear Sirs:

We have acted as special United States counsel to the State Treasury of the Republic of Poland (the “State Treasury”) in connection with the preparation of the Registration Statement under Schedule B filed with the United States Securities and Exchange Commission (the “Commission”) on even date herewith (the “Registration Statement”), pursuant to which the Republic of Poland (“Poland”) proposes from time to time to issue and sell its notes and/or bonds as described therein (the “Securities”).  Terms used herein and defined in the Registration Statement are used herein as so defined.

We have examined originals or copies of such agreements, documents, certificates and other statements of the State Treasury and such other papers as we have deemed relevant and necessary in order to give up the opinion hereinafter set forth.  As to certain facts material to our opinion, we have relied to the extent that we deemed such reliance proper upon statements of representatives of the State Treasury.  In rendering such opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, confirmed, facsimile or photostatic copies.

Based upon the foregoing and subject to the assumptions set forth herein, we are of the opinion that, when duly authorized, executed and delivered by or on behalf of the Minister of Finance of Poland, representing the State Treasury, authenticated in accordance with the provisions of a duly executed Fiscal Agency Agreement and delivered to, and paid for by, the relevant underwriters or purchasers thereof in the manner contemplated by the Registration Statement and the relevant Underwriting Agreement, the Securities will be valid and legally binding obligations of Poland under the laws of the State of New York.

This opinion is limited to the laws of the State of New York and does not cover any questions arising under or relating to the laws of Poland or any political subdivision thereof or therein and, to the extent such laws may be relevant to the opinion expressed above we have with your permission but without having made any independent investigation with respect thereto, relied on and assumed the correctness of the opinions of even date herewith of the Director of the Legal Department of the Ministry of Finance of Poland and of White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna Spółka Komandytowa to you and our opinion, insofar as the laws of Poland or any political subdivision thereof or therein are involved, is subject to any and all exceptions, reservations and limitations set forth therein (including any reservation with respect to the amount of Securities which may be issued).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Validity of the Securities” in the Registration Statement.  In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ WHITE & CASE LLP

DL:CW

2