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U.S.$5,000,000,000 GLOBAL MEDIUM TERM NOTE PROGRAM the GOVERNMENT of MONGOLIA Bofa Merrill Lynch Deutsche Bank HSBC J.P. Morgan

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U.S.$5,000,000,000 GLOBAL MEDIUM TERM NOTE PROGRAM the GOVERNMENT of MONGOLIA Bofa Merrill Lynch Deutsche Bank HSBC J.P. Morgan INFORMATION MEMORANDUM U.S.$5,000,000,000 GLOBAL MEDIUM TERM NOTE PROGRAM THE GOVERNMENT OF MONGOLIA Under this U.S.$5,000,000,000 Global Medium Term Note Program (the “Program”), the Government of Mongolia (the “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined in “Subscription and Sale”). Notes may be issued in bearer or registered form (respectively, “Bearer Notes” and “Registered Notes”). The aggregate nominal amount of all Notes to be issued under the Program will not exceed U.S.$5,000,000,000 or its equivalent in other currencies at the time of agreement to issue. The Notes and any relative Receipts and Coupons (as defined herein), will constitute direct, unconditional, unsubordinated and (subject to the Terms and Conditions of the Notes (the “Conditions”)) unsecured obligations of the Issuer and rank pari passu without any preference among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured and unsubordinated debt obligations of the Issuer. The Notes may be issued on a continuing basis to one or more of the Dealers. References in this Information Memorandum to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. Approval in-principle has been granted for the listing and quotation of Notes that may be issued pursuant to the Program and which are agreed at or prior to the time of issue thereof to be so listed and quoted on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). Permission to list the Notes will be granted when the Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST should not be taken as an indication of the merits of the Issuer, the Program or the Notes. Details of the aggregate nominal amount of Notes, interest (if any) payable in respect of such Notes, the issue price of such Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined in the Conditions) of Notes will be set out in a pricing supplement (the “Pricing Supplement”) which, with respect to the Notes to be listed on the SGX-ST, will be delivered to the SGX-ST on or before the date of issue of the Notes of such Tranche. The Program provides that the Notes may be listed and/or admitted to trading, as the case may be, on or by such other or further stock exchanges, markets and/or competent listing authorities as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes which are not admitted to trading on any market. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) or any U.S. state securities laws and, unless so registered, may not be offered, sold or delivered within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Prospective purchasers are hereby notified that sellers of Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Bearer Notes are subject to U.S. tax law limitations and may not be offered, sold or delivered within the United States or its possessions or to “U.S. persons,” except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended and U.S. Treasury regulations promulgated thereunder. The Issuer may agree with any Dealer and the Principal Paying Agent (as defined herein) that Notes may be issued in a form not contemplated by the Conditions set out herein, in which event a supplemental Information Memorandum, if appropriate, will be made available which will describe the effect of such agreement reached in relation to such Notes. Arrangers BofA Merrill Lynch Deutsche Bank HSBC J.P. Morgan Dealers BofA Merrill Lynch Deutsche Bank HSBC J.P. Morgan TDB Capital November 21, 2012 MONGOLIA TABLE OF CONTENTS Page NOTICE TO NEW HAMPSHIRE RESIDENTS ................................... iv FORWARD-LOOKING STATEMENTS ......................................... v CERTAIN DEFINED TERMS AND CONVENTIONS .............................. vii STATISTICAL AND OTHER DATA ........................................... viii ENFORCEABILITY OF FOREIGN JUDGMENTS IN MONGOLIA .................... ix INFORMATION INCORPORATED BY REFERENCE .............................. x DATA DISSEMINATION ................................................... x SUMMARY ............................................................. 1 GENERAL DESCRIPTION OF THE PROGRAM .................................. 4 USE OF PROCEEDS ...................................................... 5 SUMMARY OF THE PROGRAM ............................................. 6 MONGOLIA ............................................................ 11 THE MONGOLIAN ECONOMY ............................................. 39 PUBLIC FINANCE ....................................................... 78 PUBLIC SECTOR DEBT ................................................... 83 BALANCE OF PAYMENTS ................................................. 85 MONETARY AND FINANCIAL SYSTEM....................................... 89 SECURITIES MARKET .................................................... 96 TERMS AND CONDITIONS OF THE NOTES ................................... 99 PRO FORMA PRICING SUPPLEMENT ........................................ 132 FORM OF THE NOTES .................................................... 146 BOOK ENTRY CLEARANCE SYSTEMS ....................................... 151 EXCHANGE RATES AND EXCHANGE CONTROLS .............................. 155 TAXATION ............................................................. 156 SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS ......... 169 GENERAL INFORMATION ................................................. 178 The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. This Information Memorandum should be read in conjunction with all information deemed to be incorporated herein by reference. See “Information Incorporated by Reference.” Except for the Issuer, no party has separately verified the information contained or incorporated by reference herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Principal Paying Agent as to the accuracy or completeness of the information contained or incorporated by reference in this Information Memorandum or any other information provided by the Issuer in connection with the Program. None of the Issuer, any of the Dealers or the Principal Paying Agent has authorized any person to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other information supplied in connection with the Program or the Notes and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer, any of the Dealers or the Principal Paying Agent. Neither this Information Memorandum nor any other information supplied in connection with the Program or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, any of the Dealers or the Principal Paying Agent that any recipient of this Information Memorandum or any other information supplied in connection with the –i– Program or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the economy and affairs of the Issuer and its own appraisal of the creditworthiness of the Issuer. Neither this Information Memorandum nor any other information supplied in connection with the Program or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer, any of the Dealers or the Principal Paying Agent to any person to subscribe for or to purchase any Notes in any jurisdiction where such offer would be unlawful. Neither the delivery of this Information Memorandum nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Program is correct as at any time subsequent to the date indicated in the document containing the same. The Dealers and the Principal Paying Agent expressly do not undertake to review the economy or affairs of the Issuer during the life of the Program or to advise any investor in the Notes of any information coming to their attention. The SGX-ST takes no
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