Hrvatska Elektroprivreda D.D

Hrvatska Elektroprivreda d.d. (incorporated with limited liability in the Republic of Croatia) U.S.$500,000,000 6.00% Notes due 2017 Issue price: 100% The U.S.$500,000,000 6.00% Notes due 2017 (the ‘‘Notes’’) are issued by Hrvatska Elektroprivreda d.d. (the ‘‘Issuer’’ or ‘‘HEP’’, and together with its subsidiaries, the ‘‘Group’’). Interest on the Notes is payable semi-annually in arrear on 9 May and 9 November in each year and the first payment shall be made on 9 May 2013. The rate of interest payable will be subject to adjustment from time to time in the event of a Step Up Rating Change or a Step Down Rating Change (as defined in Condition 5). All payments in respect of the Notes shall be made without withholding or deduction for, or on account of, taxes imposed or levied by or on behalf of the Republic of Croatia (‘‘Croatia’’) to the extent described under ‘‘Conditions of the Notes—Taxation’’. The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described under ‘‘Conditions of the Notes—Redemption and Purchase’’. The Notes mature on 9 November 2017. On the occurrence of a Change of Control (as defined in the Conditions), each Noteholder shall have the option to give notice requiring the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) each Note held by the relevant Noteholder on the Change of Control Put Date (as defined in the Conditions), at 101% of the principal amount of the Note together with accrued interest (if any). See ‘‘Conditions of the Notes—Redemption at the Option of the Noteholders upon a Change of Control’’. In addition, upon the occurrence of an Ownership Unbundling Event (as defined in the Conditions), each Noteholder shall have the option to give notice requiring the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) each Note held by the relevant Noteholder on the Ownership Unbundling Event Put Date (as defined in the Conditions) at its principal amount together with accrued interest (if any). See ‘‘Conditions of the Notes—Redemption at the Option of the Noteholders upon an Owndership Unbundling Event’’. Application has been made to the Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the ‘‘Prospectus Act 2005’’) to approve this document as a prospectus. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange’s regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Notes are expected to be rated Ba2 by Moody’s Investors Service Ltd. (‘‘Moody’s’’) and BB– by Standard & Poor’s Credit Market Services Europe Limited (‘‘S&P’’). Each of Moody’s and S&P is established in the European Union (the ‘‘EU’’), domiciled in the United Kingdom, and is included in the list of credit rating agencies registered in accordance with Regulation (EC) No. 1060/2009 on Credit Rating Agencies as amended by Regulation (EU) No. 513/2011 (the ‘‘CRA Regulation’’). This list is available on the ESMA website (http://www.esma.europa.eu/page/list-registered-and-certified-CRAs) (last updated 30 July 2012). A 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 organisation. 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, sold or delivered within the United States or to, or for the account or benefit or, any U.S. persons (as such terms are defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered, sold or delivered: (a) in the United States only to qualified institutional buyers (‘‘QIBs’’) (as defined in Rule 144A (‘‘Rule 144A’’) under the Securities Act) in reliance on, and in compliance with, Rule 144A; and (b) to persons (other than U.S. Persons) (each as defined in Regulation S) outside the United States in reliance on Regulation S (‘‘Regulation S’’) under the Securities Act. Each purchaser of the Notes will be deemed to have made the representations described in ‘‘Subscription and Sale’’ and is hereby notified that the offer and sale of Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the offering, an offer or sale of any of the Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A. The Notes will be issued in registered form in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will initially be represented by two global certificates in registered form (the ‘‘Global Certificates’’), one of which will be issued in respect of the Notes (‘‘Rule 144A Notes’’) offered and sold in reliance on Rule 144A (the ‘‘Restricted Global Certificate’’) and will be registered in the name of Cede & Co., as nominee for DTC and the other of which will be issued in respect of the Notes (‘‘Regulation S Notes’’) offered and sold in reliance on Regulation S (the ‘‘Unrestricted Global Certificate’’) and will be registered in the name of BT Globenet Nominees Limited, as nominee of a common depositary for Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, soci´et´e anonyme (‘‘Clearstream, Luxembourg’’). Interests in the Restricted Global Certificate will be subject to certain restrictions on transfer. See ‘‘Transfer Restrictions’’. Beneficial interests in the Global Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg and their participants. It is expected that delivery of the Global Certificates will be made on 9 November 2012 or such later date as may be agreed (the ‘‘Closing Date’’) by the Issuer and the Managers (as defined under ‘‘Subscription and Sale’’). Except in limited circumstances, certificates for Notes will not be issued in exchange for beneficial interests in the Global Certificates. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading ‘‘Risk Factors’’ on page 12. JOINT LEAD MANAGERS AND ARRANGERS MORGAN STANLEY UNICREDIT/ZAGREBACKAˇ BANKA CO-MANAGER RAIFFEISEN BANK INTERNATIONAL The date of this Offering Circular is 7 November 2012. TABLE OF CONTENTS Page IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR ............... ii NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES ................ iii NOTICE TO NEW HAMPSHIRE RESIDENTS .................................. iii FORWARD LOOKING STATEMENTS ........................................ iv AVAILABLE INFORMATION ............................................... v SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ............. v PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................... vi EXCHANGE RATES ...................................................... ix OVERVIEW ............................................................ 1 RISK FACTORS ......................................................... 12 SELECTED FINANCIAL INFORMATION ..................................... 35 USE OF PROCEEDS ..................................................... 37 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................. 38 BUSINESS ............................................................. 75 MANAGEMENT......................................................... 113 REGULATION .......................................................... 117 CONDITIONS OF THE NOTES ............................................. 137 THE GLOBAL CERTIFICATES ............................................. 153 TAXATION ............................................................. 155 CLEARING AND SETTLEMENT ARRANGEMENTS ............................ 160 SUBSCRIPTION AND SALE ............................................... 162 TRANSFER RESTRICTIONS ............................................... 165 GENERAL INFORMATION ................................................ 168 GLOSSARY OF TERMS AND DEFINITIONS ................................... 170 INDEX TO THE FINANCIAL STATEMENTS ..................................

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