The Republic of Côte d Ivoire

Transcription

1 THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL OR LEGAL ADVISOR. THIS NOTICE IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE REPUBLIC DOES NOT INTEND TO REGISTER ANY PORTION OF THE EXCHANGE OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. The Republic of Côte d Ivoire NOTICE OF MEETING of the holders of the US$18,799,000 US Dollar Denominated Discount Bonds due 2028 (the USD Discount Bonds ) issued by the Republic of Côte d Ivoire (the Republic ) NOTICE IS HEREBY GIVEN on this 15th day of March, 2010 that, pursuant to paragraph 12(b) of the terms and conditions of the USD Discount Bonds and to Section 9 of the fiscal agency agreement dated March 31, 1998 (the Fiscal Agency Agreement ) by and between the Republic and BNP Paribas Securities Services, Luxembourg Branch (formerly Banque Nationale de Paris (Luxembourg) S.A.) (the Fiscal Agent ), a meeting (the Bondholder Meeting ) of the holders of USD Discount Bonds convened by the Republic will be held at 10:00 a.m. Paris time on April 8, 2010 at the offices of Cleary Gottlieb Steen & Hamilton LLP, 12, rue de Tilsitt, Paris, France, for the purpose of considering and, if thought fit, passing the following resolution (the Extraordinary Resolution ). Extraordinary Resolution: THE TERMS OF THE EXTRAORDINARY RESOLUTION are as follows: That this meeting of the holders of the US$18,799,000 US Dollar Denominated Discount Bonds due 2028 (the USD Discount Bonds ) hereby: (A) RESOLVES to assent and approve the following amendments to the terms and conditions of the USD Discount Bonds and, where so indicated, to the Fiscal Agency Agreement with respect to such USD Discount Bonds (the Amendments ): (i) Amend Section 4(a) to delete the first proviso in its entirety, in order to remove the restriction on the Republic from redeeming USD Discount Bonds while a payment default with respect to any of the USD Discount Bonds, the FRF303,265,000 ( 46,232,451) French Franc Denominated Discount Bonds due 2028, the US$649,874,000 Front-Loaded Interest Reduction Bonds due 2018, the FRF3,528,855,000 ( 537,970,477) French Franc Denominated Front-Loaded 1

2 Interest Reduction Bonds due 2018, the US$326,219,550 US Dollar Denominated US Dollar Denominated PDI Bonds due 2018 or the FRF2,561,318,750 ( 390,470,526) French Franc Denominated PDI Bonds due 2018 (collectively, the Existing Bonds ) is continuing; (ii) Delete each of the provisos in Section 4(c) set out in: Clause (i) (restricting the Republic from repurchasing any USD Discount Bonds while a payment default with respect to any of the Existing Bonds is continuing), and Clause (iii) (requiring the Republic to make any public tender offer to purchase any USD Discount Bonds ratably to all holders); (iii) (iv) (v) (vi) (vii) Delete Section 9(a)(i) in its entirety (covenant to include amounts payable under the USD Discount Bonds in the Republic s budgets for each fiscal year); Delete Section 9(a)(ii) in its entirety (covenant to maintain applicable authorizations); Delete Section 9(a)(iii) in its entirety (covenant that the Republic s obligations under the USD Discount Bonds shall rank at least pari passu in priority of payment with other unsecured and unsubordinated indebtedness and guarantees of the Republic); Delete Section 9(a)(iv) in its entirety (covenant to maintain memberships in certain international organizations); Delete Section 9(a)(v) in its entirety (covenant to maintain the eligibility of the USD Discount Bonds for any debt conversion program); (viii) Delete Section 9(a)(vi) in its entirety (covenant to furnish to the Fiscal Agent for the USD Discount Bonds the annual Economic and Financial Report (Rapport Économique et Financier) prepared by the Ministry of Economy and Finance of the Republic, or comparable economic information); (ix) (x) (xi) (xii) (xiii) Delete Section 9(a)(vii) in its entirety (covenant to maintain the listing of the USD Discount Bonds on the Luxembourg Stock Exchange or on another internationally recognized securities exchange); Delete Section 9(a)(ix) in its entirety (covenant to maintain New York process agent and Paris process agent); Delete Section 9(b) in its entirety (negative pledge clause); Remove the reference to Debt Restructuring Agreements from Section 10(c) (covenant defaults); Delete Section 10(d) in its entirety (cross-acceleration; cross-default); 2

3 (xiv) Delete Section 10(f) in its entirety (default relating to unsatisfied/undischarged attachments); (xv) Delete the first paragraph of Section 13 in its entirety, and replace it with the following: Any notice to the Bondholders will be valid if delivered to the Bondholders through Euroclear or Clearstream, Luxembourg, for so long as the Notes are cleared through such clearing systems and so long as the Bonds are admitted to trading on the Luxembourg Stock Exchange and for so long as the rules of such exchange so require, on the website of the Luxembourg Stock Exchange ( In addition, notices to Bondholders required to be mailed shall be mailed first class, or, if applicable, prepaid air mail to each Bondholder to the address set out on the register kept by the registrar for such Bonds. Any such notice shall be deemed to have been given on the date of such delivery or publication (or, if delivered or published more than once or on different dates, on the first date on which such delivery or publication is made) and the day which is three calendar days after such notice by mail shall have been deposited in the mails. (xvi) Add a proviso to the end of the waiver of sovereign immunity provision set out in Section 18(d) as follows, provided, however, that such waiver shall not constitute, or be deemed to constitute, an explicit or implicit waiver of immunity from attachment prior to judgment, attachment in aid of execution or execution with respect to any amount payable by the Republic under public external indebtedness (whether of principal, interest, redemption or otherwise) issued, or amended as to payment terms, on or after April 16, 2010 ; and (xvii) Delete Section 8.02 of the Fiscal Agency Agreement in its entirety (restricting the Republic from repurchasing any Existing Bonds while a payment default is continuing). (B) RESOLVES to authorize and direct the Fiscal Agent to concur in taking all steps considered by it in its sole discretion to be necessary, desirable or expedient to carry out and give effect to the Extraordinary Resolution, including, but not limited to, the Amendments referred to in clause (A) above; and (C) RESOLVES to waive to the fullest extent permitted by law any and all breaches of the covenants and other provisions under the USD Discount Bonds (other than the Republic s failure to pay amounts due thereunder), the Fiscal Agency Agreement and the Collateral Pledge Agreement dated March 31, 1998 (if applicable) that have occurred prior to the passing of this Extraordinary Resolution, and discharges and exonerates the Fiscal Agent from all liability for which it may have become or may become liable under the Fiscal Agency Agreement in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, and such modifications or the implementation of those modifications. 3

4 This notice is issued on this 15 th day of March, 2010 by the Fiscal Agent acting upon the instructions of the Republic pursuant to the terms and conditions of the USD Discount Bonds and the Fiscal Agency Agreement. Background * * * Pursuant to the terms of a preliminary agreement initialed on September 28, 2009 with the Private Creditors Coordination Committee (the London Club Committee ) and within the framework of the debt relief initiative of the International Monetary Fund and the World Bank for Heavily Indebted Poor Countries, the Republic is inviting eligible holders (as defined below) to tender any and all Existing Bonds in exchange for new bonds to be issued by the Republic and in certain circumstances, the pro rata cash value of collateral for Existing Bonds which are collateralized (the Exchange Offer ), pursuant to an invitation to exchange and consent solicitation statement dated March 15, 2010 (the Invitation ). The Invitation explains the background and gives full details of, and invites holders of USD Discount Bonds to approve at the Bondholder Meeting, the proposed Amendments set out in the above Extraordinary Resolution. Copies of the Invitation will be available to holders of the Existing Bonds upon confirmation that such holders are eligible to receive the Invitation ( Eligible Holders ). All holders of Existing Bonds should contact DF King & Co. (the Information Agent ) immediately at the address or telephone number indicated below or visit the following website in order to confirm their eligibility. Copies of the Invitation will only be distributed to Eligible Holders upon confirmation by such Eligible Holders of certain representations and warranties which form part of the eligibility process. The expiration date for holders wishing to participate in the Exchange Offer is 5:00 p.m., London time, on April 6, 2010 (the Expiration Date ). Documents available for inspection Holders of Existing Bonds may, at any time during normal business hours on any weekday (not including Saturdays, Sundays and bank and other public holidays) prior to the Bondholder Meeting, obtain copies of the documents set out below at the offices of the Fiscal Agent or Citibank, N.A., London Branch (the Tabulation and Exchange Agent ). Documents available: The Fiscal Agency Agreement, which contains the terms and conditions of the Existing Bonds, The Collateral Pledge Agreement dated March 31, 1998 between the Republic and the Banque Centrale des Etats de l Afrique de l Ouest in favor of the Bank for International Settlements as Collateral Agent and Securities Intermediary, and The information memorandum dated March 31, 1998 relating to the Existing Bonds. 4

5 General Eligible Holders of Existing Bonds who wish to participate in the Exchange Offer must follow the procedures for voting by consent specified in the Invitation. Other holders of Existing Bonds who wish to vote must do so in accordance with the procedural requirements set out in the Fiscal Agency Agreement and the terms and conditions of such Existing Bonds. The Tabulation and Exchange Agent has been authorized to receive voting instructions from holders of the Existing Bonds. Holders of the Existing Bonds should note that they must allow sufficient time for compliance with the standard operating procedures of the clearing systems through which their Existing Bonds are held in order to ensure that their voting instructions are received. Once a Proxy has been appointed, notes will be blocked in the clearing systems until the Bondholder Meeting in respect of such Existing Bonds has taken place. In light of such requirements, holders of Existing Bonds are strongly urged either to attend the Bondholder Meeting or to take the steps referred to in the Invitation as soon as possible in order to be represented by proxy at the Bondholder Meeting. None of J.P. Morgan Securities Ltd. (the Dealer Manager ), the Tabulation and Exchange Agent, the Information Agent or the Fiscal Agent express any view or make any recommendations as to the merits of the Extraordinary Resolution or any view on whether the holders of USD Discount Bonds, whether individually or as a class, would be acting in their best interests in voting for or against the Extraordinary Resolution, but the Fiscal Agent has authorized it to be stated that it has no objection to the Extraordinary Resolution being put to the holders of the USD Discount Bonds for their consideration. None of the Dealer Manager, the Tabulation and Exchange Agent, the Information Agent or the Fiscal Agent has been involved in formulating or negotiating the Extraordinary Resolution relating to the USD Discount Bonds, and no such party makes any representation with respect thereto. Accordingly, each of the Dealer Manager, the Tabulation and Exchange Agent and the Fiscal Agent recommends that holders of USD Discount Bonds who are unsure of the impact of the Exchange Offer and the Extraordinary Resolution should seek their own independent financial, legal and tax advice. Participating in the Exchange Offer The Republic has designated Euroclear and Clearstream, Luxembourg as Designated Clearing Systems for purposes of the Exchange Offer. USD Discount Bonds may not be tendered in the Exchange Offer through DTC and the Exchange Offer and the new bonds offered thereby will not be made eligible in DTC s system. If a holder of USD Discount Bonds wishes to tender USD Discount Bonds that are currently held through any other clearing system other than a Designated Clearing System, it must arrange to either (i) transfer the USD Discount Bonds to one of the Designated Clearing Systems or (ii) have such other clearing system submit a tender on its behalf through a Designated Clearing System (assuming such other clearing system is capable of doing so). This process will take additional time. Voting Procedures The relevant provisions governing the convening and holding of the Bondholder Meeting are set out in paragraph 12 of the terms and conditions of the USD Discount Bonds and in 5

6 Section 9 of the Fiscal Agency Agreement, copies of which are available for inspection as described above. Holders of USD Discount Bonds who have submitted electronically through a direct participant in a Designated Clearing System (and not subsequently revoked or amended) valid electronic instructions to exchange their USD Discount Bonds ( Electronic Instructions ) need take no further action in relation to voting on the Extraordinary Resolution at the Bondholder Meeting. Each Electronic Instruction will include a vote by proxy in favor of the Extraordinary Resolution to adopt the proposed Amendments. All Electronic Instructions must be received at or before the Expiration Date or, if applicable, before any earlier deadlines set by the relevant Designated Clearing System (unless the Exchange Offer is terminated earlier). By submitting valid Electronic Instructions (and not revoking or amending them) prior to the Expiration Date or, if applicable, before any earlier deadlines set by the relevant Designated Clearing System, Eligible Holders of USD Discount Bonds will have appointed the Tabulation and Exchange Agent as proxy to attend and vote in favor of the Extraordinary Resolution at each of the Bondholder Meeting with respect to the USD Discount Bonds. An Eligible Holder will, on submitting Electronic Instructions, agree that its USD Discount Bonds will be blocked in the relevant account in the relevant Designated Clearing System from the date the relevant Electronic Instructions is submitted until the earlier of (i) the time of settlement on the closing date of the Exchange Offer and (ii) the date of any termination of the Exchange Offer or the date on which the tender is validly withdrawn in accordance with the limited circumstances described in the Invitation. Each holder of USD Discount Bonds or proxy is entitled to one vote for each USD 1,000 principal amount of Discount Bonds held or represented by it (it being understood that any holder of USD Discount Bonds entitled to more than one vote shall not be required to cast all of such votes in the same manner). The following provisions apply only to holders of USD Discount Bonds who have not submitted or arranged for the submission of Electronic Instructions to the relevant Clearing System in accordance with the terms of the Invitation: 1. A holder of USD Discount Bonds may, by executing an instrument in writing in the English language (form of proxy) and filing it with the chairman of the Bondholder Meeting, appoint any person (a Proxy ) to act on his or its behalf in connection with the Bondholder Meeting in relation to the USD Discount Bonds (or any adjourned such meeting). A Proxy so appointed shall so long as such appointment remains in full force be deemed, for all purposes in connection with the Bondholder Meeting in respect of the USD Discount Bonds, to be the holder of USD Discount Bonds to which such appointment relates, and the holder of USD Discount Bonds shall be deemed for such purposes not to be the holder. 2. If a holder of USD Discount Bonds wishes to vote on the Extraordinary Resolution and the USD Discount Bonds he/it owns are held by a custodian such as a broker, dealer, commercial bank, trust company or other nominee, such holder of USD Discount Bonds should contact such custodian and instruct it to vote in respect of his/its USD Discount Bonds on his/its behalf pursuant to the procedures of that custodian. 6

7 3. If a holder of USD Discount Bonds wishes to vote on the Extraordinary Resolution without participating in the Exchange Offer, and does not want to attend the Bondholder Meeting in person or appoint a Proxy to do so on its behalf in accordance with (1) above, it should contact the Tabulation and Exchange Agent at the address below. 4. Eligible Holders of USD Discount Bonds who decide to attend the Bondholder Meeting and to vote in person on the Extraordinary Resolution will not be able to submit Electronic Instructions (or in the case of certificated USD Discount Bonds, to submit a proxy and letter of transmittal) and, therefore, will not be able to tender their USD Discount Bonds for new bonds pursuant to the Exchange Offer. 5. Holders of USD Discount Bonds held through a clearing system that is not a Designated Clearing System, who wish to vote other than by way of attending the meeting in person or appointing a proxy in accordance with (1) above should contact such clearing system. An Eligible Holder of any USD Discount Bonds held in certificated form wishing to participate in the Exchange Offer must submit, or arrange to have submitted on its behalf, a properly completed and signed proxy and letter of transmittal to the Tabulation and Exchange Agent (forms of which can be obtained from such agent by contacting it at the address indicated below) prior to the Expiration Date, and must deliver, or arrange to have delivered on its behalf, the certificates representing such USD Discount Bonds to the Fiscal Agent at the address below prior to the Expiration Date. Quorum and Adjournment As further set out in paragraph 12(c) of the terms and conditions of the USD Discount Bonds and in Section 9 of the Fiscal Agency Agreement, at the Bondholder Meeting holders entitled to vote a majority in aggregate principal amount of the USD Discount Bonds then outstanding shall constitute a quorum. If within 30 minutes after the time appointed for the Bondholder Meeting, a quorum is not present, the Bondholder Meeting shall stand adjourned until a date which shall be not less than 10 calendar days and not more than 45 calendar days as determined by the chairman of the Bondholder Meeting. Notice of any adjourned meeting for lack of quorum shall be given in the same manner as notice of the original Bondholder Meeting, except that such notice need be given only once but must be given not less than 5 calendar days before the date on which the new meeting is scheduled to be reconvened. Such notice shall also expressly state the percentage of the aggregate principal amount of the outstanding USD Discount Bonds, which shall constitute a quorum at such adjourned meeting. At the adjourned meeting, the quorum shall have the power to pass any resolution and to decide upon all matters, which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting. Voting Requirements 7

8 The vote upon any resolution submitted to the Bondholder Meeting shall be by written ballot on which shall be subscribed the signatures of the holders of USD Discount Bonds or proxies and on which shall be inscribed the serial number or numbers of the USD Discount Bonds held by such holders of USD Discount Bonds, if applicable. Without prejudice to the obligations of the proxies, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. Extraordinary Resolution In accordance with Section 9 of the Fiscal Agency Agreement, in order for the Extraordinary Resolution to be adopted, votes must be cast in favor of the Extraordinary Resolution amounting to the lesser of (i) a majority in aggregate principal amount of the USD Discount Bonds then outstanding and (ii) 75% in aggregate principal amount of USD Discount Bonds represented and voting at the meeting (or, in the event of an adjourned meeting, any one or more persons (not including the Republic or related governmental entities) holding USD Discount Bonds or proxies representing in the aggregate at least 25% of the outstanding principal amount of such USD Discount Bonds). If passed, the Extraordinary Resolution shall be binding on all the holders of USD Discount Bonds, whether or not present or represented at the Bondholder Meeting and whether or not entitled to vote at such meeting. Contact Information TABULATION AND EXCHANGE AGENT Citibank, N.A., London Branch 14th Floor, Citigroup Centre Canada Square London E14 5LB Tel.: +44 (0) Fax: +44 (0) Attn: Exchange Team Agency & Trust exchange.gats@citi.com FISCAL AGENT UNDER THE EXISTING BONDS BNP Paribas Securities Services, Luxembourg Branch Global Corporate Trust - Debt Product 33, rue de Gasperich Howald - Hesperange L-2085 Luxembourg Phone : Fax : INFORMATION AGENT D. F. King (Europe) Ltd. One Ropemaker Street London EC2Y 9AW +44 (0) RCI@dfking.com Website: 8

9 THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL OR LEGAL ADVISOR. THIS NOTICE IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE REPUBLIC DOES NOT INTEND TO REGISTER ANY PORTION OF THE EXCHANGE OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. The Republic of Côte d Ivoire NOTICE OF MEETING of the holders of the FRF 303,265,000 ( 46,232,451) French Franc Denominated Discount Bonds due 2028 (the FRF Discount Bonds ) issued by the Republic of Côte d Ivoire (the Republic ) NOTICE IS HEREBY GIVEN on this 15th day of March, 2010 that, pursuant to paragraph 12(b) of the terms and conditions of the FRF Discount Bonds and to Section 9 of the fiscal agency agreement dated March 31, 1998 (the Fiscal Agency Agreement ) by and between the Republic and BNP Paribas Securities Services, Luxembourg Branch (formerly Banque Nationale de Paris (Luxembourg) S.A.) (the Fiscal Agent ), a meeting (the Bondholder Meeting ) of the holders of FRF Discount Bonds convened by the Republic will be held at 10:30 a.m. Paris time on April 8, 2010 at the offices of Cleary Gottlieb Steen & Hamilton LLP, 12, rue de Tilsitt, Paris, France, for the purpose of considering and, if thought fit, passing the following resolution (the Extraordinary Resolution ). Extraordinary Resolution: THE TERMS OF THE EXTRAORDINARY RESOLUTION are as follows: That this meeting of the holders of the FRF 303,265,000 ( 46,232,451) French Franc Denominated Discount Bonds due 2028 (the FRF Discount Bonds ) hereby: (A) RESOLVES to assent and approve the following amendments to the terms and conditions of the FRF Discount Bonds and, where so indicated, to the Fiscal Agency Agreement with respect to such FRF Discount Bonds (the Amendments ): (i) Amend Section 4(a) to delete the first proviso in its entirety, in order to remove the restriction on the Republic from redeeming FRF Discount Bonds while a payment default with respect to any of the FRF Discount Bonds, US$18,799,000 US Dollar Denominated Discount Bonds due 2028, the US$649,874,000 Front- Loaded Interest Reduction Bonds due 2018, the FRF3,528,855,000 ( 537,970,477) French Franc Denominated Front-Loaded Interest Reduction 1

10 Bonds due 2018, the US$326,219,550 US Dollar Denominated US Dollar Denominated PDI Bonds due 2018 or the FRF2,561,318,750 ( 390,470,526) French Franc Denominated PDI Bonds due 2018 (collectively, the Existing Bonds ) is continuing; (ii) Delete each of the provisos in Section 4(c) set out in: Clause (i) (restricting the Republic from repurchasing any FRF Discount Bonds while a payment default with respect to any of the Existing Bonds is continuing), and Clause (iii) (requiring the Republic to make any public tender offer to purchase any FRF Discount Bonds ratably to all holders); (iii) (iv) (v) (vi) (vii) Delete Section 9(a)(i) in its entirety (covenant to include amounts payable under the FRF Discount Bonds in the Republic s budgets for each fiscal year); Delete Section 9(a)(ii) in its entirety (covenant to maintain applicable authorizations); Delete Section 9(a)(iii) in its entirety (covenant that the Republic s obligations under the FRF Discount Bonds shall rank at least pari passu in priority of payment with other unsecured and unsubordinated indebtedness and guarantees of the Republic); Delete Section 9(a)(iv) in its entirety (covenant to maintain memberships in certain international organizations); Delete Section 9(a)(v) in its entirety (covenant to maintain the eligibility of the FRF Discount Bonds for any debt conversion program); (viii) Delete Section 9(a)(vi) in its entirety (covenant to furnish to the Fiscal Agent for the FRF Discount Bonds the annual Economic and Financial Report (Rapport Économique et Financier) prepared by the Ministry of Economy and Finance of the Republic, or comparable economic information); (ix) (x) (xi) (xii) (xiii) Delete Section 9(a)(vii) in its entirety (covenant to maintain the listing of the FRF Discount Bonds on the Luxembourg Stock Exchange or on another internationally recognized securities exchange); Delete Section 9(a)(ix) in its entirety (covenant to maintain New York process agent and Paris process agent); Delete Section 9(b) in its entirety (negative pledge clause); Remove the reference to Debt Restructuring Agreements from Section 10(c) (covenant defaults); Delete Section 10(d) in its entirety (cross-acceleration; cross-default); 2

11 (xiv) Delete Section 10(f) in its entirety (default relating to unsatisfied/undischarged attachments); (xv) Delete the first paragraph of Section 13 in its entirety, and replace it with the following: Any notice to the Bondholders will be valid if delivered to the Bondholders through Euroclear or Clearstream, Luxembourg, for so long as the Notes are cleared through such clearing systems and so long as the Bonds are admitted to trading on the Luxembourg Stock Exchange and for so long as the rules of such exchange so require, on the website of the Luxembourg Stock Exchange ( In addition, notices to Bondholders required to be mailed shall be mailed first class, or, if applicable, prepaid air mail to each Bondholder to the address set out on the register kept by the registrar for such Bonds. Any such notice shall be deemed to have been given on the date of such delivery or publication (or, if delivered or published more than once or on different dates, on the first date on which such delivery or publication is made) and the day which is three calendar days after such notice by mail shall have been deposited in the mails. (xvi) Add a proviso to the end of the waiver of sovereign immunity provision set out in Section 18(d) as follows, provided, however, that such waiver shall not constitute, or be deemed to constitute, an explicit or implicit waiver of immunity from attachment prior to judgment, attachment in aid of execution or execution with respect to any amount payable by the Republic under public external indebtedness (whether of principal, interest, redemption or otherwise) issued, or amended as to payment terms, on or after April 16, 2010 ; and (xvii) Delete Section 8.02 of the Fiscal Agency Agreement in its entirety (restricting the Republic from repurchasing any Existing Bonds while a payment default is continuing). (B) RESOLVES to authorize and direct the Fiscal Agent to concur in taking all steps considered by it in its sole discretion to be necessary, desirable or expedient to carry out and give effect to the Extraordinary Resolution, including, but not limited to, the Amendments referred to in clause (A) above; and (C) RESOLVES to waive to the fullest extent permitted by law any and all breaches of the covenants and other provisions under the FRF Discount Bonds (other than the Republic s failure to pay amounts due thereunder), the Fiscal Agency Agreement and the Collateral Pledge Agreement dated March 31, 1998 (if applicable) that have occurred prior to the passing of this Extraordinary Resolution, and discharges and exonerates the Fiscal Agent from all liability for which it may have become or may become liable under the Fiscal Agency Agreement in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, and such modifications or the implementation of those modifications. 3

12 This notice is issued on this 15 th day of March, 2010 by the Fiscal Agent acting upon the instructions of the Republic pursuant to the terms and conditions of the FRF Discount Bonds and the Fiscal Agency Agreement. Background * * * Pursuant to the terms of a preliminary agreement initialed on September 28, 2009 with the Private Creditors Coordination Committee (the London Club Committee ) and within the framework of the debt relief initiative of the International Monetary Fund and the World Bank for Heavily Indebted Poor Countries, the Republic is inviting eligible holders (as defined below) to tender any and all Existing Bonds in exchange for new bonds to be issued by the Republic and in certain circumstances, the pro rata cash value of collateral for Existing Bonds which are collateralized (the Exchange Offer ), pursuant to an invitation to exchange and consent solicitation statement dated March 15, 2010 (the Invitation ). The Invitation explains the background and gives full details of, and invites holders of FRF Discount Bonds to approve at the Bondholder Meeting, the proposed Amendments set out in the above Extraordinary Resolution. Copies of the Invitation will be available to holders of the Existing Bonds upon confirmation that such holders are eligible to receive the Invitation ( Eligible Holders ). All holders of Existing Bonds should contact DF King & Co. (the Information Agent ) immediately at the address or telephone number indicated below or visit the following website in order to confirm their eligibility. Copies of the Invitation will only be distributed to Eligible Holders upon confirmation by such Eligible Holders of certain representations and warranties which form part of the eligibility process. The expiration date for holders wishing to participate in the Exchange Offer is 5:00 p.m., London time, on April 6, 2010 (the Expiration Date ). Documents available for inspection Holders of Existing Bonds may, at any time during normal business hours on any weekday (not including Saturdays, Sundays and bank and other public holidays) prior to the Bondholder Meeting, obtain copies of the documents set out below at the offices of the Fiscal Agent or Citibank, N.A., London Branch (the Tabulation and Exchange Agent ). Documents available: The Fiscal Agency Agreement, which contains the terms and conditions of the Existing Bonds, The Collateral Pledge Agreement dated March 31, 1998 between the Republic and the Banque Centrale des Etats de l Afrique de l Ouest in favor of the Bank for International Settlements as Collateral Agent and Securities Intermediary, and The information memorandum dated March 31, 1998 relating to the Existing Bonds. 4

13 General Eligible Holders of Existing Bonds who wish to participate in the Exchange Offer must follow the procedures for voting by consent specified in the Invitation. Other holders of Existing Bonds who wish to vote must do so in accordance with the procedural requirements set out in the Fiscal Agency Agreement and the terms and conditions of such Existing Bonds. The Tabulation and Exchange Agent has been authorized to receive voting instructions from holders of the Existing Bonds. Holders of the Existing Bonds should note that they must allow sufficient time for compliance with the standard operating procedures of the clearing systems through which their Existing Bonds are held in order to ensure that their voting instructions are received. Once a Proxy has been appointed, notes will be blocked in the clearing systems until the Bondholder Meeting in respect of such Existing Bonds has taken place. In light of such requirements, holders of Existing Bonds are strongly urged either to attend the Bondholder Meeting or to take the steps referred to in the Invitation as soon as possible in order to be represented by proxy at the Bondholder Meeting. None of J.P. Morgan Securities Ltd. (the Dealer Manager ), the Tabulation and Exchange Agent, the Information Agent or the Fiscal Agent express any view or make any recommendations as to the merits of the Extraordinary Resolution or any view on whether the holders of FRF Discount Bonds, whether individually or as a class, would be acting in their best interests in voting for or against the Extraordinary Resolution, but the Fiscal Agent has authorized it to be stated that it has no objection to the Extraordinary Resolution being put to the holders of the FRF Discount Bonds for their consideration. None of the Dealer Manager, the Tabulation and Exchange Agent, the Information Agent or the Fiscal Agent has been involved in formulating or negotiating the Extraordinary Resolution relating to the FRF Discount Bonds, and no such party makes any representation with respect thereto. Accordingly, each of the Dealer Manager, the Tabulation and Exchange Agent and the Fiscal Agent recommends that holders of FRF Discount Bonds who are unsure of the impact of the Exchange Offer and the Extraordinary Resolution should seek their own independent financial, legal and tax advice. Participating in the Exchange Offer The Republic has designated Euroclear and Clearstream, Luxembourg as Designated Clearing Systems for purposes of the Exchange Offer. FRF Discount Bonds may not be tendered in the Exchange Offer through DTC and the Exchange Offer and the new bonds offered thereby will not be made eligible in DTC s system. If a holder of FRF Discount Bonds wishes to tender FRF Discount Bonds that are currently held through any other clearing system other than a Designated Clearing System, it must arrange to either (i) transfer the FRF Discount Bonds to one of the Designated Clearing Systems or (ii) have such other clearing system submit a tender on its behalf through a Designated Clearing System (assuming such other clearing system is capable of doing so). This process will take additional time. Voting Procedures The relevant provisions governing the convening and holding of the Bondholder Meeting are set out in paragraph 12 of the terms and conditions of the FRF Discount Bonds and in Section 5

14 9 of the Fiscal Agency Agreement, copies of which are available for inspection as described above. Holders of FRF Discount Bonds who have submitted electronically through a direct participant in a Designated Clearing System (and not subsequently revoked or amended) valid electronic instructions to exchange their FRF Discount Bonds ( Electronic Instructions ) need take no further action in relation to voting on the Extraordinary Resolution at the Bondholder Meeting. Each Electronic Instruction will include a vote by proxy in favor of the Extraordinary Resolution to adopt the proposed Amendments. All Electronic Instructions must be received at or before the Expiration Date or, if applicable, before any earlier deadlines set by the relevant Designated Clearing System (unless the Exchange Offer is terminated earlier). By submitting valid Electronic Instructions (and not revoking or amending them) prior to the Expiration Date or, if applicable, before any earlier deadlines set by the relevant Designated Clearing System, Eligible Holders of FRF Discount Bonds will have appointed the Tabulation and Exchange Agent as proxy to attend and vote in favor of the Extraordinary Resolution at each of the Bondholder Meeting with respect to the FRF Discount Bonds. An Eligible Holder will, on submitting Electronic Instructions, agree that its FRF Discount Bonds will be blocked in the relevant account in the relevant Designated Clearing System from the date the relevant Electronic Instructions is submitted until the earlier of (i) the time of settlement on the closing date of the Exchange Offer and (ii) the date of any termination of the Exchange Offer or the date on which the tender is validly withdrawn in accordance with the limited circumstances described in the Invitation. Each holder of FRF Discount Bonds or proxy is entitled to one vote for each FRF 5,000 principal amount of Discount Bonds held or represented by it (it being understood that any holder of FRF Discount Bonds entitled to more than one vote shall not be required to cast all of such votes in the same manner). The following provisions apply only to holders of FRF Discount Bonds who have not submitted or arranged for the submission of Electronic Instructions to the relevant Clearing System in accordance with the terms of the Invitation: 1. A holder of FRF Discount Bonds may, by executing an instrument in writing in the English language (form of proxy) and filing it with the chairman of the Bondholder Meeting, appoint any person (a Proxy ) to act on his or its behalf in connection with the Bondholder Meeting in relation to the FRF Discount Bonds (or any adjourned such meeting). A Proxy so appointed shall so long as such appointment remains in full force be deemed, for all purposes in connection with the Bondholder Meeting in respect of the FRF Discount Bonds, to be the holder of FRF Discount Bonds to which such appointment relates, and the holder of FRF Discount Bonds shall be deemed for such purposes not to be the holder. 2. If a holder of FRF Discount Bonds wishes to vote on the Extraordinary Resolution and the FRF Discount Bonds he/it owns are held by a custodian such as a broker, dealer, commercial bank, trust company or other nominee, such holder of FRF Discount Bonds should contact such custodian and instruct it to vote in respect of his/its FRF Discount Bonds on his/its behalf pursuant to the procedures of that custodian. 6

15 3. If a holder of FRF Discount Bonds wishes to vote on the Extraordinary Resolution without participating in the Exchange Offer, and does not want to attend the Bondholder Meeting in person or appoint a Proxy to do so on its behalf in accordance with (1) above, it should contact the Tabulation and Exchange Agent at the address below. 4. Eligible Holders of FRF Discount Bonds who decide to attend the Bondholder Meeting and to vote in person on the Extraordinary Resolution will not be able to submit Electronic Instructions (or in the case of certificated FRF Discount Bonds, to submit a proxy and letter of transmittal) and, therefore, will not be able to tender their FRF Discount Bonds for new bonds pursuant to the Exchange Offer. 5. Holders of FRF Discount Bonds held through a clearing system that is not a Designated Clearing System, who wish to vote other than by way of attending the meeting in person or appointing a proxy in accordance with (1) above should contact such clearing system. An Eligible Holder of any FRF Discount Bonds held in certificated form wishing to participate in the Exchange Offer must submit, or arrange to have submitted on its behalf, a properly completed and signed proxy and letter of transmittal to the Tabulation and Exchange Agent (forms of which can be obtained from such agent by contacting it at the address indicated below) prior to the Expiration Date, and must deliver, or arrange to have delivered on its behalf, the certificates representing such FRF Discount Bonds to the Fiscal Agent at the address below prior to the Expiration Date. Quorum and Adjournment As further set out in paragraph 12(c) of the terms and conditions of the FRF Discount Bonds and in Section 9 of the Fiscal Agency Agreement, at the Bondholder Meeting holders entitled to vote a majority in aggregate principal amount of the FRF Discount Bonds then outstanding shall constitute a quorum. If within 30 minutes after the time appointed for the Bondholder Meeting, a quorum is not present, the Bondholder Meeting shall stand adjourned until a date which shall be not less than 10 calendar days and not more than 45 calendar days as determined by the chairman of the Bondholder Meeting. Notice of any adjourned meeting for lack of quorum shall be given in the same manner as notice of the original Bondholder Meeting, except that such notice need be given only once but must be given not less than 5 calendar days before the date on which the new meeting is scheduled to be reconvened. Such notice shall also expressly state the percentage of the aggregate principal amount of the outstanding FRF Discount Bonds, which shall constitute a quorum at such adjourned meeting. At the adjourned meeting, the quorum shall have the power to pass any resolution and to decide upon all matters, which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting. Voting Requirements 7

16 The vote upon any resolution submitted to the Bondholder Meeting shall be by written ballot on which shall be subscribed the signatures of the holders of FRF Discount Bonds or proxies and on which shall be inscribed the serial number or numbers of the FRF Discount Bonds held by such holders of FRF Discount Bonds, if applicable. Without prejudice to the obligations of the proxies, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way. Extraordinary Resolution In accordance with Section 9 of the Fiscal Agency Agreement, in order for the Extraordinary Resolution to be adopted, votes must be cast in favor of the Extraordinary Resolution amounting to the lesser of (i) a majority in aggregate principal amount of the FRF Discount Bonds then outstanding and (ii) 75% in aggregate principal amount of FRF Discount Bonds represented and voting at the meeting (or, in the event of an adjourned meeting, any one or more persons (not including the Republic or related governmental entities) holding FRF Discount Bonds or proxies representing in the aggregate at least 25% of the outstanding principal amount of such FRF Discount Bonds). If passed, the Extraordinary Resolution shall be binding on all the holders of FRF Discount Bonds, whether or not present or represented at the Bondholder Meeting and whether or not entitled to vote at such meeting. Contact Information TABULATION AND EXCHANGE AGENT Citibank, N.A., London Branch 14th Floor, Citigroup Centre Canada Square London E14 5LB Tel.: +44 (0) Fax: +44 (0) Attn: Exchange Team Agency & Trust exchange.gats@citi.com FISCAL AGENT UNDER THE EXISTING BONDS BNP Paribas Securities Services, Luxembourg Branch Global Corporate Trust - Debt Product 33, rue de Gasperich Howald - Hesperange L-2085 Luxembourg Phone : Fax : INFORMATION AGENT D. F. King (Europe) Ltd. One Ropemaker Street London EC2Y 9AW +44 (0) RCI@dfking.com Website: 8

17 THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN APPROPRIATELY AUTHORIZED INDEPENDENT FINANCIAL OR LEGAL ADVISOR. THIS NOTICE IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE REPUBLIC DOES NOT INTEND TO REGISTER ANY PORTION OF THE EXCHANGE OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. The Republic of Côte d Ivoire NOTICE OF MEETING of the holders of the US$649,874,000 US Dollar Denominated Front-Loaded Interest Reduction Bonds due 2018 (the USD FLIRBs ) issued by the Republic of Côte d Ivoire (the Republic ) NOTICE IS HEREBY GIVEN on this 15th day of March, 2010 that, pursuant to paragraph 12(b) of the terms and conditions of the USD FLIRBs and to Section 9 of the fiscal agency agreement dated March 31, 1998 (the Fiscal Agency Agreement ) by and between the Republic and BNP Paribas Securities Services, Luxembourg Branch (formerly Banque Nationale de Paris (Luxembourg) S.A.) (the Fiscal Agent ), a meeting (the Bondholder Meeting ) of the holders of USD FLIRBs convened by the Republic will be held at 11:00 a.m. Paris time on April 8, 2010 at the offices of Cleary Gottlieb Steen & Hamilton LLP, 12, rue de Tilsitt, Paris, France, for the purpose of considering and, if thought fit, passing the following resolution (the Extraordinary Resolution ). Extraordinary Resolution: THE TERMS OF THE EXTRAORDINARY RESOLUTION are as follows: That this meeting of the holders of the US$649,874,000 US Dollar Denominated Front- Loaded Interest Reduction Bonds due 2018 (the USD FLIRBs ) hereby: (A) RESOLVES to assent and approve the following amendments to the terms and conditions of the USD FLIRBs and, where so indicated, to the Fiscal Agency Agreement with respect to such USD FLIRBs (the Amendments ): (i) Amend Section 4(a) to delete the first proviso in its entirety, in order to remove the restriction on the Republic from redeeming USD FLIRBs while a payment default with respect to any of the USD FLIRBs, the US$18,799,000 US Dollar Denominated Discount Bonds due 2028, the FRF303,265,000 ( 46,232,451) French Franc Denominated Discount Bonds due 2028, the FRF3,528,855,000 ( 537,970,477) French Franc Denominated Front-Loaded Interest Reduction 1

18 Bonds due 2018, the US$326,219,550 US Dollar Denominated US Dollar Denominated PDI Bonds due 2018 or the FRF2,561,318,750 ( 390,470,526) French Franc Denominated PDI Bonds due 2018 (collectively, the Existing Bonds ) is continuing; (ii) Delete each of the provisos in Section 4(c) set out in: Clause (i) (restricting the Republic from repurchasing any USD FLIRBs while a payment default with respect to any of the Existing Bonds is continuing), and Clause (iii) (requiring the Republic to make any public tender offer to purchase any USD FLIRBs ratably to all holders); (iii) (iv) (v) (vi) (vii) Delete Section 9(a)(i) in its entirety (covenant to include amounts payable under the USD FLIRBs in the Republic s budgets for each fiscal year); Delete Section 9(a)(ii) in its entirety (covenant to maintain applicable authorizations); Delete Section 9(a)(iii) in its entirety (covenant that the Republic s obligations under the USD FLIRBs shall rank at least pari passu in priority of payment with other unsecured and unsubordinated indebtedness and guarantees of the Republic); Delete Section 9(a)(iv) in its entirety (covenant to maintain memberships in certain international organizations); Delete Section 9(a)(v) in its entirety (covenant to maintain the eligibility of the USD FLIRBs for any debt conversion program); (viii) Delete Section 9(a)(vi) in its entirety (covenant to furnish to the Fiscal Agent for the USD FLIRBs the annual Economic and Financial Report (Rapport Économique et Financier) prepared by the Ministry of Economy and Finance of the Republic, or comparable economic information); (ix) (x) (xi) (xii) (xiii) Delete Section 9(a)(vii) in its entirety (covenant to maintain the listing of the USD FLIRBs on the Luxembourg Stock Exchange or on another internationally recognized securities exchange); Delete Section 9(a)(ix) in its entirety (covenant to maintain New York process agent and Paris process agent); Delete Section 9(b) in its entirety (negative pledge clause); Remove the reference to Debt Restructuring Agreements from Section 10(c) (covenant defaults); Delete Section 10(d) in its entirety (cross-acceleration; cross-default); 2

19 (xiv) Delete Section 10(f) in its entirety (default relating to unsatisfied/undischarged attachments); (xv) Delete the first paragraph of Section 13 in its entirety, and replace it with the following: Any notice to the Bondholders will be valid if delivered to the Bondholders through Euroclear or Clearstream, Luxembourg, for so long as the Notes are cleared through such clearing systems and so long as the Bonds are admitted to trading on the Luxembourg Stock Exchange and for so long as the rules of such exchange so require, on the website of the Luxembourg Stock Exchange ( In addition, notices to Bondholders required to be mailed shall be mailed first class, or, if applicable, prepaid air mail to each Bondholder to the address set out on the register kept by the registrar for such Bonds. Any such notice shall be deemed to have been given on the date of such delivery or publication (or, if delivered or published more than once or on different dates, on the first date on which such delivery or publication is made) and the day which is three calendar days after such notice by mail shall have been deposited in the mails. (xvi) Add a proviso to the end of the waiver of sovereign immunity provision set out in Section 18(d) as follows, provided, however, that such waiver shall not constitute, or be deemed to constitute, an explicit or implicit waiver of immunity from attachment prior to judgment, attachment in aid of execution or execution with respect to any amount payable by the Republic under public external indebtedness (whether of principal, interest, redemption or otherwise) issued, or amended as to payment terms, on or after April 16, 2010 ; (xvii) Amend Section 6.04 of the Fiscal Agency Agreement to permit the Republic to designate the Announcement Date as the record date for the payment of the FLIRB Collateral Cash Value, and the Closing Date as the payment date of the FLIRB Collateral Cash Value; and (xviii) Delete Section 8.02 of the Fiscal Agency Agreement in its entirety (restricting the Republic from repurchasing any Existing Bonds while a payment default is continuing). (B) RESOLVES to authorize and direct the Fiscal Agent to concur in taking all steps considered by it in its sole discretion to be necessary, desirable or expedient to carry out and give effect to the Extraordinary Resolution, including, but not limited to, the Amendments referred to in clause (A) above; and (C) RESOLVES to waive to the fullest extent permitted by law any and all breaches of the covenants and other provisions under the USD FLIRBs (other than the Republic s failure to pay amounts due thereunder), the Fiscal Agency Agreement and the Collateral Pledge Agreement dated March 31, 1998 (if applicable) that have occurred prior to the passing of this Extraordinary Resolution, and discharges and exonerates the Fiscal Agent from all liability for which it may have become or may become liable under the Fiscal Agency 3