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UKRAINE (Represented by the Minister of Finance of Ukraine) U.S.$1,250,000,000 6.876 Per Cent

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UKRAINE (Represented by the Minister of Finance of Ukraine) U.S.$1,250,000,000 6.876 Per Cent UKRAINE (Represented by the Minister of Finance of Ukraine) U.S.$1,250,000,000 6.876 per cent. Notes due 2029 Issue price: 100.0 per cent. The U.S.$1,250,000,000 6.876 per cent. notes due 2029 (the “Notes”) to be issued by Ukraine, represented by the Minister of Finance of Ukraine (the “ Issuer” or “ Ukraine”), will, unless previously redeemed, or purchased and cancelled, mature on 21 May 2029. Interest will accrue on the outstanding principal amount of the Notes from and including 30 April 2021, and will be payable semi-annually in arrear on 21 May and 21 November in each year, commencing on 21 November 2021 for the period from and including 30 April 2021 to but excluding 21 November 2021 (a long first interest period). The Notes will bear interest at a rate of 6.876 per cent. per annum. See “Risk Factors” on pages 4-25 for a discussion of certain factors to be considered in connection with an investment in the Notes. The Notes have not been and will not be registered under the United States 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 rest rictions on resale, see “ Subscription and Sale” and “ Form of Notes and Transfer Restrictions”. The Notes are expected to be rated B by S&P Global Ratings Europe Limited (“Standard & Poor’s”) and B by Fitch Ratings Ltd. (“ Fitch”). Standard & Poor’s and Fitch (together, the “ Rating Agencies”) have also issued ratings in respect of the Issuer as set out in this Prospectus. A 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. Fitch is established in the United Kingdom (the "UK") and registered under Regulation (EU) No 1060/2009 on credit rating agencies as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the "UK CRA Regulation"). Fitch appears on the latest update of the list of registered credit rating agencies (as of the date of this Prospectus) on the UK FCA's Financial Services Register. The rating Fitch has given to the Notes is endorsed by Fitch Ratings Ireland Limited, which is established in the EEA and registered under the Regulation (EU) No 1060/2009 on credit rating agencies (the "EU CRA Regulation"). Standard & Poor’s is established in the European Economic area (the "EEA") and registered under the EU CRA Regulation. The rating Standard & Poor’s has given to the Notes is endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under the UK CRA Regulation. The Notes will be offered and sold outside the United States to non-US persons as defined in, and in reliance on, Regulation S under the Securities Act (“ Regulation S”) and within the United States to “qualified institutional buyers” (“ QIBs”) only (as defined in Rule 144A under the Securities Act (“ Rule 144A”)) in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisio ns of Section 5 of the Securities Act provided by Rule 144A. 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. Notes which are offered and sold in reliance on Regulation S (collectively, 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 deposited on or about 30 April 2021 (the “Closing Date”) with a common depositary (the “ Common Depositary”) for, and registered in the name of a nominee for, Euroclear Bank SA/NV (“ Euroclear”) and Clearstream Banking S.A. (“ Clearstream, Luxembourg”) for the accounts of respective accountholders. Notes which are offered and sold in reliance on Rule 144A (collectively, the “ Restricted Notes”) will be represented by beneficial interests in a global Note (the “ Restricted Global Note” and, together with the Unrestricted Global Note, the “ Global Notes”) in registered form without interest coupons attached, which will be deposited on or about the Closing Date with a 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 Note will be subject to certain restrictions on transfer. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, definitive certificates (“ Note Certificates”) will not be issued in exchange for beneficial interests in the Global Notes. Application will be made to the UK’s Financial Conduct Authority (the “ FCA”) for the Notes to be admitted to the official list of the FCA (the “ Official List”) and to the London Stock Exchange plc (the “ London Stock Exchange”) for such Notes to be admitted to trading on the main market (the “ Main Market”) of the London Stock Exchange. For the purposes of such application, the Issuer is an exempt issuer pursuant to Article 1(2) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (as amended, the “ UK Prospectus Regulation”). Accordingly, this Prospectus has not been reviewed or approved by the FCA and has not been approved as a prospectus by any other competent authority under the UK Prospectus Regula tion. Notes admitted to the Official List and admitted to trading on the London Stock Exchange’s Main Market will not be subject to the requirements of the UK Prospectus Regulation but will be issued in accordance with the listing rules of the London Stock Exchange. The London Stock Exchange’s Main Market is a UK regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) № 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the EUWA (“ UK MiFIR”). Joint Lead Managers BNP PARIBAS DEUTSCHE BANK GOLDMAN SACHS J.P. MORGAN INTERNATIONAL This Prospectus is dated 28 April 2021. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, BNP Paribas, Deutsche Bank AG, London Branch, Goldman Sachs International or J.P. Morgan Securities plc (together, the “Joint Lead Managers”). None of the Joint Lead Managers has separately verified the information contained in this Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility or liability is accepted by any of the Joint Lead Managers nor any of their respective affiliates as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer in connection with the Notes or their distribution. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof or that there has been no adverse change in the financial position of the Issuer since the date hereof 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. This Prospectus may only be used for the purpose for which it has been published. This Prospectus will be valid until the date of admission of the Notes to trading on the Main Market of the London Stock Exchange. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of the Notes, prepare a supplement to this Prospectus. The obligation to prepare a supplement to this Prospectus in the event of any significant new factor, material mistake or inaccuracy does not apply when this Prospectus is no longer valid. Any website referred to in this document does not form part of this Prospectus. This Prospectus does not constitute an offer to sell or an offer to buy in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction, nor does this Prospectus constitute an offer or an invitation to subscribe for or purchase any Notes and it should not be considered as a recommendation by the Issuer or the Joint Lead Managers that any recipient of this Prospectus should subscribe for or purchase any Notes. The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law.
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