Notice to the Stock Exchange

July 20, 2020

Belize Announces Commencement of Consent Solicitation

Belmopan, July 20, 2020: The Government of announced on July 17, 2020 that it is seeking the consent (the “Consent Solicitation”) of eligible beneficial owners of Belize’s U.S. Dollar Bonds due 2034 (the “Bonds”) as of 5:00 p.m., New York City time, on July 16, 2020 (the “Holders”) to a capitalization of interest payments due on the Bonds on August 20, 2020, November 20, 2020 and February 20, 2021, on the terms and conditions detailed in the consent solicitation statement dated July 17, 2020 (the “Consent Solicitation Statement”). Interest due on the interest payment dates after February 20, 2021 and the final maturity date of the Bonds will not be affected by the proposed amendment.

“The outbreak of COVID-19 has hit the of Belize hard. The lockdown has already led to a contraction of 4.5% of GDP in Q1 of 2020 and the contraction during Q2 is expected to be far steeper,” said Joseph Waight, Belize’s Financial Secretary. “Regrettably, despite aggressive fiscal management actions, funds to meet the coupon payments on the Bonds, scheduled for August 2020, November 2020, and February 2021 (which together represent 1.5% of GDP) will simply not be available. The measure we have proposed – a capitalization of interest coupons for a limited period – gives us the best chance of riding out this storm while not materially prejudicing the bondholders' position.”

This announcement and the Consent Solicitation is being directed at Holders that are: (i) if in the , “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (ii) if outside the United States (as defined in Regulation S under the Securities Act) and (x) located within a member state of the European Economic Area (the “EEA”) or the (the “UK”), “qualified investors” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”), (y) if located in the UK, persons to whom it may otherwise lawfully be made under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order” and all such persons together being referred to as “Relevant Persons”); and (z) in any case are eligible to receive this offer under the laws of its jurisdiction (each, an “Eligible Holder”).

Belize will pay to each Eligible Holder that delivers a consent in accordance with the procedures described in the Consent Solicitation Statement a consent fee of 0.125% of the face amount of the Bonds, if the amendments become

effective. Holders of Bonds for which no consent is delivered will not receive such consent fee.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on August 10, 2020, unless extended or earlier terminated by Belize.

Identifiers for the Bonds consist of CUSIP Nos. 07782GAG8 and P16394AG6 and ISIN Nos. US0778GAG82 and USP16394AG62.

The Bonds were issued pursuant to an Indenture, dated as of March 20, 2013, between Belize and The Bank of New York Mellon, as Trustee (the “Indenture”), and, after seeking the requisite consent of Holders, on March 21, 2017 Belize and the Trustee entered into a First Supplemental Indenture pursuant to which the terms of the Bonds were modified to (i) mature on February 20, 2034, (ii) amortize in five equal, annual installments commencing on February 20, 2030 and ending on February 20, 2034, (iii) accrue interest at 4.9375% per annum, (iv) add certain primary surplus targets the failure of which require Belize to (a) pay interest on the Bonds for the subsequent 12 months on a quarterly basis (rather than semi-annually), (b) deliver a detailed report to Belize’s National Assembly in connection thereof and (c) seek a technical assistance mission from the International Monetary Fund and (v) apply certain financing proceeds to the repayment of the outstanding principal amount of the Bonds.

Attached as Exhibit A is the letter delivered to The Bank of New York Mellon pursuant to Section 11.6(a) of the Indenture (“Letter to the Trustee”).

Global Bondholder Services Corporation is serving as Information and Tabulation Agent. Eligible Holders may obtain copies of the Consent Solicitation Statement from Global Bondholder Services Corporation by telephone at +1 (866) 794- 2200 (Toll-Free) or +1 (212) 430-3774 (Collect), email address: [email protected]. or by download, following registration, via: https://gbsc-usa.com/eligibility/belize.

Important Notice

This announcement is not an offer of securities for sale in the United States, and none of the Bonds has been or will be registered under the Securities Act or the securities laws of any other jurisdiction. Unless they are registered under the Securities Act, the Bonds may be offered only in transactions that are exempt from registration under the Securities Act. Accordingly, this announcement is directed only to Eligible Holders. This press release does not constitute an offer of the Bonds for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful.

No offer of any kind is being made to any beneficial owner of Bonds who does not meet the criteria set forth in the Consent Solicitation Statement or any other

beneficial owner located in a jurisdiction where the Consent Solicitation is not permitted by law.

The distribution of materials relating to the Consent Solicitation may be restricted by law in certain jurisdictions. The Consent Solicitation is void in all jurisdictions where it is prohibited. If materials relating to the Consent Solicitation come into your possession, you are required by Belize to inform yourself of and to observe all of these restrictions. The materials relating to the Consent Solicitation, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.

Notice to Eligible Holders of Securities in the EEA and the UK

This Consent Solicitation is only being made to beneficial owners of Securities who are within a member state of the EEA or the UK (each, a “Relevant State”) only if they are “qualified investors” as defined in the Prospectus Regulation. The Consent Solicitation is not directed to any retail investors in the EEA or in the UK, and retail investors will not be given the opportunity to state their views on the proposed amendments described in the Consent Solicitation Statement. As a result, no “offer” of new securities is being made to retail investors in the EEA.

This communication and any other documents or materials relating to the Consent Solicitation is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the Consent Solicitation and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the UK other than (i) those persons in the UK falling within the definition of investment professionals (as defined in Article 19(5) of the Order), (ii) to those persons falling within Article 43(2) of the Order, including existing members and creditors of Belize, (iii) to those persons who are outside the UK, or (iv) to any other Relevant Person. In the UK, this Consent Solicitation is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. In the UK, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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Questions regarding this press release should be directed to Joseph Waight at the email address: [email protected].

Exhibit A Letter to the Trustee

BELIZE

Memorandum for The Bank of New York Mellon, as Trustee

By Facsimile Transmission (212-815-5875) and Registered U.S. Mail (postage prepaid)

July 17, 2020

The Bank of New York Mellon 240 Greenwich Street, Floor 7E New York, New York 10286

Attention: Peter Lopez Corporate Trust

With a copy to: Holders of Belize’s $526,502,100 U.S. Dollar Bonds due 2034 (CUSIP Nos: 07782GAG8 and P16394AG6)

Re: Trust Indenture dated as of March 20, 2013, as amended on March 21, 2017, between Belize, as Issuer and the Bank of New York Mellon, as Trustee

Ladies and Gentlemen:

We refer to the Trust Indenture referenced above (the “Indenture”), relating to the issuance by Belize of its U.S. Dollar Bonds due 2034 (the “Bonds”). Capitalized terms used but not defined in this letter have the meanings given to those terms in the Indenture.

Pursuant to Section 11.6(a) of the Indenture and Paragraph 24(e)(i) of the Terms and Conditions of the Bonds, we hereby provide you with the information below (for onward distribution to the Holders of the debt securities referred to in the next sentence) in connection with Belize’s intent to seek the consent from eligible Holders of its Bonds to a Reserve Matter Modification consisting, among other things, of a capitalization of the interest coupons scheduled to fall due on August 20, 2020, November 20, 2020 and February 20, 2021.

1. The main reason that Belize will be seeking such consent is that, since the start of 2020, Belize’s industry (which in recent years has accounted for approximately 60% of foreign exchange earnings and over 40% of Belize’s economic activity and has been a critical factor in Belize’s economic growth) has collapsed due to both the rapid deterioration of worldwide economic conditions and the lockdown measures governments have imposed to slow the spread of the COVID- 19 pandemic. Such measures, which have been successful in slowing the spread in Belize of the outbreak, have caused significant disruptions in economic activity. As a result of such events, we are seeking from Holders cash flow relief in order to allow the government to allocate all available funds to address health, social and economic needs in the country. 2. Belize does not have a standby arrangement, arrangement under the extended fund facility or similar program with the International Monetary Fund (the “IMF”) and none is currently contemplated. 3. There is not any debt sustainability analysis that has been prepared by the or provided by the IMF in relation to the current circumstances causing Belize to seek the Reserve Matter Modification. 4. In addition to the Bonds, Belize has outstanding debt obligations pursuant to financings from bilateral agreements, multilateral organizations and government bills and notes issued in Belize Dollars. Belize’s bilateral creditors are (as part of the Petro-Carib Program) and Taiwan. Belize has been unable to make any payments to Venezuela since 2017 as a result of the financial sanctions imposed on that country by the United States of America. If those sanctions are lifted prior to February 2021, Belize expects to request from the Government of Venezuela a deferment of debt service payments for a period at least coterminous with that covered by the Reserve Matter Modification referred to above. For its part, the Government of Taiwan has indicated its willingness to provide fresh financial support for Belize in an initial amount of $20 million (with the potential of additional support), that is expected to exceed any debt service payments due by Belize to Taiwan over this period. Belize expects that its multilateral and bilateral creditors will, over time, be net new lenders to Belize. The debt servicing for the financings from international financial institutions will continue, given the concessionary cost of these financings and that these sources are the principal providers of credit to Belize. In addition, Belize continues to be able to fund itself by borrowing at competitive interest rates in the domestic debt market in Belize Dollars. Therefore, Belize expects that outstanding government bills and notes will be rolled over upon its maturity. No change in policy is expected in connection with such local borrowings. Accordingly, Belize believes that any attempt to restructure amounts owed to these other creditor groups would, on balance, impair Belize’s overall debt dynamics. No such attempt is therefore being made.

This Memorandum will be published on the website of the at https://www.centralbank.org.bz/news/details?newsid=306, where more information on Belize can also be found by Holders, including my statement made at the bondholders meeting held on June 30, 2020.

* * * * A copy of this letter is being published on the website of the Central Bank of Belize. Please feel free to contact me with any questions you may have.

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