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Republic of Paraguay Open | Competitive | Vibrant Republic of Paraguay Open | Competitive | Vibrant 1 April 2020 | Strictly Private & Confidential Disclaimer THIS PRESENTATION HAS BEEN PREPARED BY OR ON BEHALF OF THE REPUBLIC OF PARAGUAY (THE “REPUBLIC”). THIS PRESENTATION IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES OR AN INDUCEMENT TO ENTER INTO INVESTMENT ACTIVITY. AN OFFER AND SALE OF SECURITIES, IF ANY, SHALL BE MADE ONLY PURSUANT TO A PRELIMINARY OFFERING MEMORANDUM, ANY SUPPLEMENTAL OFFERING MATERIALS AVAILABLE AT THE TIME OF SALE OF ANY SECURITIES AND A FINAL OFFERING MEMORANDUM, AND NOT IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT PERMITTED. THE TERMS “UNITED STATES” AND “U.S. PERSONS,” WHEN USED IN THIS PRESENTATION, HAVE THE MEANINGS SET FORTH IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO, OR FOR THE ACCOUNT OR THE BENEFIT OF, U.S. PERSONS ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE REPUBLIC DOES NOT INTEND TO REGISTER ANY POSITION OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT ANY POSSIBLE OFFERING OF THE SECURITIES IN THE UNITED STATES. THIS PRESENTATION IS SOLELY FOR USE AT THIS ROADSHOW, IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OTHER OFFERING MEMORANDUM IN WHOLE OR IN PART. THIS PRESENTATION DOES NOT CONTAIN ALL THE INFORMATION THAT IS MATERIAL TO AN INVESTOR. IF ANY SECURITIES ARE OFFERED AND SOLD, AN INVESTMENT IN SUCH SECURITIES WILL BE SPECULATIVE, NOT SUITABLE FOR EVERY PERSON, AND SUCH SECURITIES WILL BE INTENDED FOR EXPERIENCED AND SOPHISTICATED INVESTORS WHO ARE WILLING TO BEAR THE ECONOMIC RISK OF THE INVESTMENT. THE INFORMATION PRESENTED IN THIS PRESENTATION IS FURNISHED TO YOU WITH THE UNDERSTANDING THAT AS A SOPHISTICATED INVESTOR YOU UNDERSTAND AND ACCEPT ITS INHERENT LIMITATIONS. NO PART OF THIS PRESENTATION, NOR THE FACT OF ITS DISTRIBUTION, SHOULD FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT OR INVESTMENT DECISION WHATSOEVER. THIS PRESENTATION IS NOT FINANCIAL, LEGAL, TAX OR OTHER PRODUCT ADVICE. PROSPECTIVE INVESTORS SHOULD UNDERTAKE THEIR OWN ASSESSMENT WITH REGARD TO AN INVESTMENT IN THE SECURITIES AND SHOULD OBTAIN INDEPENDENT ADVICE ON ANY SUCH INVESTMENT’S SUITABILITY, INHERENT RISKS AND MERITS AND ANY TAX, LEGAL AND ACCOUNTING IMPLICATIONS WHICH IT MAY HAVE FOR THEM. BY ATTENDING THE PRESENTATION OR BY READING THE PRESENTATION SLIDES YOU AGREE TO BE BOUND AS FOLLOWS: THIS PRESENTATION IS CONFIDENTIAL AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER OR INVITATION, TO SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE, OR A RECOMMENDATION REGARDING, ANY SECURITIES OF THE REPUBLIC NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH (I) ANY CONTRACT TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OF THE REPUBLIC, OR (II) ANY OTHER CONTRACT OR COMMITMENT WHATSOEVER. ANY PERSON CONSIDERING THE PURCHASE OF ANY SUCH SECURITIES MUST INFORM HIMSELF INDEPENDENTLY BASED SOLELY ON AN OFFERING CIRCULAR BEFORE TAKING ANY INVESTMENT DECISION. THIS PRESENTATION HAS BEEN MADE SOLELY FOR YOUR INFORMATION AND BACKGROUND FOR DISCUSSION PURPOSES ONLY AND MAY BE AMENDED AND SUPPLEMENTED AT ANY TIME AND MAY NOT BE RELIED UPON FOR THE PURPOSE OF ENTERING INTO ANY TRANSACTION. THE INFORMATION CONTAINED IN THIS PRESENTATION IS SUBJECT TO CHANGE, COMPLETION OR AMENDMENT FROM TIME TO TIME WITHOUT NOTICE AND NO PARTY IS UNDER ANY OBLIGATION TO KEEP YOU ADVISED OF SUCH CHANGES. YOU SHOULD NOT ASSUME THAT ANY INFORMATION IN THIS PRESENTATION IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE HEREOF OR OTHERWISE SPECIFIED HEREIN. NONE OF THE REPUBLIC, ITS ADVISERS, REPRESENTATIVES, CONNECTED PERSONS OR ANY OTHER PERSON EXPECTS TO UPDATE OR OTHERWISE REVISE THE INFORMATION CONTAINED IN THIS PRESENTATION OR OTHER MATERIALS SUPPLIED HEREWITH. HOWEVER, TO THE EXTENT PROVIDED, INFORMATION IN THIS PRESENTATION WILL BE DEEMED TO BE AUTOMATICALLY SUPERSEDED AND REPLACED BY INFORMATION PROVIDED IN THE FUTURE. THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND PROPRIETARY TO THE REPUBLIC, AND NO PART OF IT OR ITS SUBJECT MATTER MAY BE REPRODUCED, REDISTRIBUTED, PASSED ON, OR THE CONTENTS OTHERWISE DIVULGED, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED IN WHOLE OR IN PART FOR ANY PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF THE REPUBLIC. IF THIS PRESENTATION HAS BEEN RECEIVED IN ERROR, IT MUST BE RETURNED IMMEDIATELY TO THE REPUBLIC. THIS PRESENTATION IS NOT DIRECTED TO, OR INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY THAT IS A CITIZEN OR RESIDENT OR LOCATED IN ANY LOCALITY, STATE, COUNTRY OR JURISDICTION WHERE SUCH DISTRIBUTION, PUBLICATION, AVAILABILITY OR USE WOULD BE CONTRARY TO LAW OR REGULATION OR WHICH WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION. THIS PRESENTATION IS ONLY BEING DIRECTLY PROVIDED TO PERSONS THAT ARE (I) “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“QIBS”) OR (II) PERSONS THAT ARE NOT U.S. PERSONS IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED. BY ACCEPTING DELIVERY OF THIS PRESENTATION, THE RECIPIENT WARRANTS AND ACKNOWLEDGES THAT IT FALLS WITHIN THE CATEGORY OF PERSONS DESCRIBED UNDER (I) OR (II) ABOVE AND THAT IT WILL NOT COPY, REPRODUCE, PUBLISH, DISTRIBUTE, TRANSMIT OR DISCLOSE THIS PRESENTATION OR ANY OF THE INFORMATION CONTAINED HEREIN, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES. THIS PRESENTATION HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF SECURITIES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR THE UNITED KINGDOM WILL BE MADE PURSUANT TO AN EXEMPTION UNDER REGULATION (EU) 2017/1129 FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF SECURITIES. NO SECURITIES ARE INTENDED TO BE OFFERED, SOLD, DISTRIBUTED OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD, DISTRIBUTED OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA OR THE UNITED KINGDOM. FOR THESE PURPOSES, (A) A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. THIS PRESENTATION IS FOR DISTRIBUTION ONLY TO PERSONS WHO: (I) ARE OUTSIDE THE UNITED KINGDOM; (II) 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 “FINANCIAL PROMOTION ORDER”); (III) ARE PERSONS FALLING WITHIN ARTICLES 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL PROMOTION ORDER; OR (IV) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESENTATION 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 PRESENTATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, “EXPECT”, “PROJECT”, “FORECAST”, “WILL”, “SHOULD”, AND “MAY” AND SIMILAR EXPRESSIONS AS WELL AS STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDING, WITHOUT LIMITATION, THOSE REGARDING FINANCIAL POSITION, STRATEGY, PLANS AND OBJECTIVES OF THE GOVERNMENT OF THE REPUBLIC FOR FUTURE OPERATIONS (INCLUDING DEVELOPMENT PLANS AND OBJECTIVES) IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS WHICH MAY AFFECT THE REPUBLIC'S ABILITY TO IMPLEMENT AND ACHIEVE THE ECONOMIC AND MONETARY POLICIES, BUDGETARY PLANS, FISCAL GUIDELINES AND OTHER DEVELOPMENT BENCHMARKS SET OUT IN SUCH FORWARD-LOOKING STATEMENTS AND WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE REPUBLIC'S PRESENT AND FUTURE POLICIES AND PLANS AND THE ENVIRONMENT IN WHICH THE REPUBLIC WILL OPERATE IN THE FUTURE. FURTHERMORE, CERTAIN FORWARD-LOOKING STATEMENTS ARE BASED ON ASSUMPTIONS OR FUTURE EVENTS WHICH MAY NOT PROVE TO BE ACCURATE. THE FORWARD-LOOKING STATEMENTS IN THIS PRESENTATION SPEAK ONLY AS OF THE DATE OF THIS PRESENTATION AND THE REPUBLIC EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. NOTHING IN THE FOREGOING IS INTENDED OR SHALL EXCLUDE ANY LIABILITY FOR, OR REMEDY IN RESPECT OF, FRAUDULENT MISREPRESENTATION. THE INFORMATION IN THIS PRESENTATION HAS NOT BEEN INDEPENDENTLY VERIFIED. NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS OR WILL BE MADE, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED, AS TO THE FAIRNESS, ACCURACY OR COMPLETENESS OF THIS PRESENTATION AND THE INFORMATION CONTAINED HEREIN, OR IN ANY RELATED WRITTEN OR ORAL INFORMATION MADE AVAILABLE, AND NO RELIANCE SHOULD BE PLACED ON IT. INFORMATION OTHER THAN INDICATIVE TERMS (INCLUDING MARKET DATA AND STATISTICAL INFORMATION) HAS BEEN OBTAINED FROM VARIOUS SOURCES.
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