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Belarus Who Are Either (1) Qibs (As Defined Below) Or (2) Located Outside the United States

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Belarus Who Are Either (1) Qibs (As Defined Below) Or (2) Located Outside the United States IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS OUTSIDE OF THE REPUBLIC OF BELARUS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) OR (2) LOCATED OUTSIDE THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the document following this page (the “Prospectus”), whether received by e-mail, accessed from an internet page or received as a result of electronic transmission, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access. The Prospectus has been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE THE OFFER, SALE OR SOLICITATION IS NOT PERMITTED. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, you must (i) be outside of the United States; or (ii) be a qualified institutional buyer (“QIB”) (within the meaning of Rule 144A under the Securities Act (“Rule 144A”)). This Prospectus is being sent at your request and by accepting the e-mail and accessing this Prospectus, you shall be deemed to have represented that (1) you understand and agree to the terms set out herein; (2) in respect of securities being offered in an offshore transaction pursuant to Regulations S under the Securities Act (“Regulation S”), you are outside the United States, and that the e-mail address to which, pursuant to your request, the Prospectus has been delivered by electronic transmission is not located in the United States for the purposes of Regulation S; (3) in respect of securities offered and sold in reliance on Rule 144A, you are a QIB; (4) you consent to delivery by electronic transmission; (5) you will not transmit the Prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with our consent; and (6) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to subscribe for or purchase any of the securities. This Prospectus is being distributed only to and directed only at (i) persons who are outside the United Kingdom, or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (iii) high net worth entities and other persons falling within Article 49(2)(a) to (d) of the Order, or (iv) those persons to whom it may otherwise lawfully be distributed in accordance with the Order (all such persons together being referred to as relevant persons). This Prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Prospectus to any other person. The materials relating to the offering 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. If a jurisdiction requires that the offering be made by a licenced broker or dealer and the underwriters or any affiliate of the underwriters is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Citigroup Global Markets Limited or Raiffeisen Bank International AG (together the “Joint Lead Managers”) or any person who controls either of them or any director, officer, employee or agent of either of them, the Issuer or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. REPUBLIC OF BELARUS (acting through the Ministry of Finance of the Republic of Belarus) U.S.$600,000,000 6.20 per cent. Notes due 2030 Issue price: 100 per cent. The U.S.$600,000,000 6.20 per cent. Notes due 2030 (the “Notes”) are issued by the Republic of Belarus, acting through the Ministry of Finance of the Republic of Belarus (the “Issuer” or “Belarus”). Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 28 February 2030 (the “Maturity Date”). The Notes will bear interest from, and including, 28 February 2018 at the rate of 6.20 per cent. per annum payable semi-annually in arrear on 28 February and 28 August of each year, commencing on 28 August 2018. Payments on the Notes will be made in U.S. dollars without deduction for, or on account of, taxes imposed or levied by or on behalf of Belarus, subject to and to the extent described under “Terms and Conditions of the Notes – Taxation”. This prospectus (the “Prospectus”) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC, as amended (the “Prospectus Directive”). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU and/or which are to be offered to the public in any member state of the European Economic Area. 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. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List (the “Official List”) and trading on its regulated market (the “Market”). This Prospectus constitutes a prospectus for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005, as amended (the “Prospectus Regulations”) (which implement the Prospectus Directive in Ireland). Reference in this Prospectus to being listed (and all date references) shall mean that such Notes have been admitted to trading on the regulated market of the Irish Stock Exchange. The Notes are being offered (i) in offshore transactions in reliance on, and as defined in, Regulation S (the “Unrestricted Notes”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (ii) in the United States only to qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act in reliance on, and in compliance with, Rule 144A (the “Restricted Notes”). The Notes have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction 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. Each purchaser of the Notes is hereby notified that the offer and sale of the Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. The Notes are rated B by Standard & Poor’s Credit Market Services Europe Limited (“S&P”) and B by Fitch Ratings Ltd. (“Fitch”). S&P and Fitch are established in the European Community and registered under Regulation (EC) No. 1060/2009 on credit rating agencies (the “CRA Regulation”). The list of credit rating agencies registered in accordance with the CRA Regulation is available on the European Securities and Market Authority’s website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs).
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