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The Republic of Azerbaijan Us$1250000000 THE REPUBLIC OF AZERBAIJAN US$1,250,000,000 4.75 per cent. Notes due 2024 Issue Price: 98.051 per cent. The US$1,250,000,000 4.75 per cent. Notes due 2024 (the "Notes") are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A ("Rule 144A") under the United States Securities Act of 1933 as amended (the "Securities Act") (the "Rule 144A Notes") and outside the United States in reliance on Regulation S under the Securities Act (the "Regulation S Notes"). This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank of Ireland") as competent authority under Directive 2003/71/EC as amended (including the amendments made by Directive 2010/73/EU) (the "Prospectus Directive"). The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Such approval relates only to the Notes of the Republic of Azerbaijan (the "Republic" or "Azerbaijan") that are to be admitted to trading on the regulated market (the "Market") of the Irish Stock Exchange Limited (the "Irish Stock Exchange") or on another regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and/or that are to be offered to the public in any member state of the European Economic Area ("EEA") in circumstances that require the publication of a prospectus. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list (the "Official List") and to trading on the Market. The Notes will bear interest from and including 18 March 2014 at the rate of 4.75 per cent. per annum payable semi-annually in arrears on 18 March and 18 September in each year commencing on 18 September 2014. Payments on the Notes will be made in US Dollars without deduction for, or on account of, taxes imposed or levied by Azerbaijan to the extent described under "Terms and Conditions of the Notes - Taxation". Interest on the Notes will accrue from and including 18 March 2014 (the "Issue Date"). Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on 18 March 2024. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT. PROSPECTIVE PURCHASERS THAT ARE QUALIFIED INSTITUTIONAL BUYERS ARE HEREBY NOTIFIED THAT THE SELLER OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE NOTES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER "NOTICE TO INVESTORS" AND "TRANSFER RESTRICTIONS". An investment in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 4. The Notes will be offered and sold in the minimum denomination of US$200,000 and denominations which are integral multiples of US$1,000 in excess thereof. The Regulation S Notes will initially be represented by interests in a global unrestricted note certificate in registered form (the "Regulation S Global Note Certificate"), without interest coupons, which will be deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on the Issue Date. Beneficial interests in the Regulation S Global Note Certificate will be shown on, and transfer thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. The Rule 144A Notes will initially be represented by a global restricted note certificate in registered form (the "Rule 144A Global Note Certificate" and, together with the Regulation S Global Note Certificate, the "Global Note Certificates"), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depositary Trust Company ("DTC") on the Issue Date. Beneficial interests in the Rule 144A Global Note Certificate will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants S. "Clearing and Settlement". Individual definitive note certificates in registered form (the "Individual Certificates") will only be available in certain limited circumstances as described herein. The Notes are expected to be rated BBB- by Fitch Ratings Ltd ("Fitch") and Baa3 by Moody's Investors Service ("Moody's"). All references to Fitch and Moody's in this Prospectus are to the entities as defined in this paragraph. Each of Fitch and Moody's 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"). 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. Joint Lead Managers Barclays Citigroup Deutsche Bank Co-Manager BNP PARIBAS This Prospectus is dated 13 March 2014 This Prospectus comprises a Prospectus for the purposes of the Prospectus Directive, and for the purpose of giving information with regard to the Republic and the Notes. The Republic accepts responsibility for the information contained in this Prospectus and confirms that (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is to the best of its knowledge in accordance with the facts and contains no omission likely to affect the import of such information. The Republic has not authorised the making or provision of any representation or information regarding the Republic or the Notes other than as contained in this Prospectus. Any other representation or information given or provided should not be relied upon as having been authorised by the Republic or the Managers. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Republic and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Republic since the date of this Prospectus. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Notes by any person in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this Prospectus and the offer or sale of the Notes in certain jurisdictions is restricted by law. This Prospectus may not be used for, or in connection with and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is unlawful. Persons into whose possession this Prospectus may come are required by the Republic and the Managers to inform themselves about and to observe such restrictions. Further information with regard to restrictions on offers, sales and deliveries of the Notes and the distribution of this Prospectus and other offering material relating to the Notes is set out under "Subscription and Sale", "Summary of Provisions Relating to the Notes while in Global Form", "Clearing and Settlement" and "Transfer Restrictions". Neither the Managers nor any of their directors, affiliates, advisers or agents has made an independent verification of the information contained in this Prospectus in connection with the issue or offering of the Notes and no representation or warranty, express or implied, is made by the Managers or any of their directors, affiliates, advisers or agents with respect to the accuracy or completeness of such information. Nothing contained in this Prospectus is, is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Managers or any of their respective directors, affiliates, advisers or agents in any respect. The contents of this Prospectus are not, are not to be construed as and should not be relied on as, legal, business or tax advice and each prospective investor should consult its own legal and other advisers for any such advice relevant to it. The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Republic and the Managers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and other offering material relating to the Notes, see "Subscription and Sale". Prospective purchasers of the Notes should consult their tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of Azerbaijan of acquiring, holding and disposing of the Notes and receiving payments of principal, interest and/or other amounts under the Notes. In this Prospectus, unless otherwise specified, references to "$", "US$" and "US Dollars" are to United States Dollars, references to "AZN" and "Manat" are to Azerbaijani Manat and references to "EUR", "Euros" and "€" are to the single currency of the participating Member States in the third stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time.
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