BANQUE CENTRALE DE TUNISIE acting on behalf of THE REPUBLIC OF TUNISIA U.S.$1,000,000,000 5.75% Notes due 2025 Issue Price: 99.065% The U.S.$1,000,000,000 5.75% Notes due 2025 (the “Notes”) are being issued by Banque Centrale de Tunisie (the “Bank”) acting on behalf of The Republic of Tunisia (the “Issuer”). The Issuer will pay interest on the Notes semi-annually in arrear on 30 January and 30 July in each year, commencing on 30 July 2015. The Notes mature on 30 January 2025. Payments on the Notes will be made without deduction for or on account of taxes imposed by The Republic of Tunisia or any political subdivision thereof or any authority therein or thereof having power to tax, to the extent described under “Terms and Conditions of the Notes—Taxation”. The Bank is acting solely as agent of The Republic of Tunisia in connection with the issue of the Notes. Accordingly, the obligations of the Issuer under the Notes and all related documents are not obligations of the Bank itself (and the Notes do not represent a liability of the Bank itself) but are obligations of The Republic of Tunisia (and the Notes accordingly represent a liability of The Republic of Tunisia). The Bank has not waived immunity with respect to its assets or any other immunity available to it. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a summary of certain restrictions on resale, see “Transfer Restrictions” and “Subscription and Sale”. The Notes will be offered and sold outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”) and within the United States to qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act (“Rule 144A”). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. INVESTING IN THE NOTES INVOLVES RISKS. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. The Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 (the “Luxembourg Act”) relating to prospectuses for securities has approved this Prospectus for the purposes of Directive 2003/71/EC, as amended (including the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”), and application has been made to the Luxembourg Stock Exchange for listing of the Notes on the official list of the Luxembourg Stock Exchange (the “Official List”) and for admission to trading of the Notes on the Luxembourg Stock Exchange’s regulated market. By approving this Prospectus, the CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the quality and solvency of The Republic of Tunisia in line with the provisions of Article 7(7) of the Luxembourg Act. References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been listed on the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes are expected to be rated Ba3 by Moody’s Investors Service Ltd. (“Moody’s”) and BB- by Fitch Ratings Ltd. (“Fitch”). Each of Moody’s and Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the “CRA Regulation”). As such, each of Moody’s and Fitch is included in the latest update of the list of registered credit rating agencies published by the European Securities and Markets Authority on its website: http://www.esma.europa.eu/page/List-registered-and-certified-CRAs in accordance with the CRA Regulation as of the date of this Prospectus. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Notes will be offered and sold in registered form in denominations of U.S.$200,000 or any amount in excess thereof which is an integral multiple of U.S.$1,000. The Notes that are offered and sold in reliance on Regulation S (the “Unrestricted Notes”) will be represented by beneficial interests in a global note (the “Unrestricted Global Note”) in registered form without interest coupons attached, which will be registered in the name of Citivic Nominees Limited, as nominee for, and will be deposited on or about 30 January 2015 (the “Issue Date”) with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Notes that are offered and sold in reliance on Rule 144A (the “Restricted Notes”) will be represented by beneficial interests in one or more global notes (each, a “Restricted Global Note”) in each case in registered form without interest coupons attached, which will be deposited on or about the Issue Date with Citibank N.A., London Branch, as custodian (the “Custodian”) for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company (“DTC”). Interests in the Restricted Global Notes will be subject to certain restrictions on transfer. Beneficial interests in the Unrestricted Global Note and Restricted Global Notes (together, the “Global Notes”) will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear, Clearstream, Luxembourg and their respective participants. Except in the limited circumstances as described herein, certificates will not be issued in exchange for beneficial interests in the Global Notes. GLOBAL CO-ORDINATOR NATIXIS JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS Citigroup J.P. Morgan NATIXIS The date of this Prospectus is 29 January 2015. IMPORTANT NOTICES This document comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the purposes of the Luxembourg Act. References in this Prospectus to the “Issuer” are to the Banque Centrale de Tunisie acting on behalf of The Republic of Tunisia for the purposes of issuing the Notes as described in this Prospectus. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having made all reasonable enquiries and having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import and completeness of such information. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, The Republic of Tunisia, Natixis Securities Americas LLC (the “Global Co-ordinator”) or the Joint Lead Managers (as defined in “Subscription and Sale”) to subscribe or purchase any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see “Subscription and Sale”. No person is authorised in connection with the offering of the Notes to give any information or to make any representation regarding the Issuer, The Republic of Tunisia or the Notes not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, The Republic of Tunisia, the Global Co-ordinator or the Joint Lead Managers. A potential investor should carefully evaluate the information provided herein in light of the total mix of information available to it, recognising that neither the Issuer nor The Republic of Tunisia nor any other person can provide any assurance as to the reliability of any information not contained in this document. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of The Republic of Tunisia since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial, political and/or economic position of The Republic of Tunisia since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, the Global Co-ordinator and the Joint Lead Managers accept no responsibility whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by the Global Co-ordinator or a Joint Lead Manager or on their behalf in connection with the Issuer, The Republic of Tunisia or the issue and offering of the Notes.