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REPUBLIC of SERBIA (Acting Through the Ministry of Finance and Economy)

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REPUBLIC of SERBIA (Acting Through the Ministry of Finance and Economy) Proof 4: 1.10.12 REPUBLIC OF SERBIA (acting through the Ministry of Finance and Economy) U.S.$1,000,000,000 7.25 per cent. Notes due 2021 to be consolidated and form a single series with the U.S.$1,000,000,000 7.25 per cent. Notes due 2021 Issue price: 104.179 per cent. plus accrued interest The U.S.$1,000,000,000 7.25 per cent. Notes due 2021 (the ‘‘New Notes’’) to be issued by the Republic of Serbia, acting through the Ministry of Finance and Economy (the ‘‘Issuer’’) will be issued on identical terms and conditions, except for the issue price and issue date, as the U.S.$1,000,000,000 principal amount of 7.25 per cent. Notes due 2021 issued on 28 September 2011 (the ‘‘Initial Notes’’ and, together with the New Notes, the ‘‘Notes’’) and will mature on 28 September 2021 and, unless previously purchased and cancelled, will be redeemed at their principal amount on that date. The New Notes will be consolidated and form a single series with the Initial Notes from the date of issuance. The New Notes will bear interest at a rate of 7.25 per cent. per annum. Interest will accrue on the outstanding principal amount of the Notes from and including 28 September 2012 and will be payable semi-annually in arrear on 28 March and 28 September in each year, commencing on 28 March 2013. All payments of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Republic of Serbia (the ‘‘Republic of Serbia’’ or ‘‘Serbia’’) or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would have been received by them if no such withholding or deduction had been required, subject to certain exceptions set out in the Conditions (as defined below). New Notes are being offered inside the United States to QIBs (as defined below) only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’). In addition, New Notes are being offered outside the United States in reliance on Regulation S (‘‘Regulation S’’, such Notes so offered and sold, the ‘‘Regulation S Notes’’) under the Securities Act. SEE ‘‘RISK FACTORS’’ FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NEW NOTES. The Notes (including the New 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 of the United States and 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 state securities laws. Accordingly, the New 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) outside the United States in reliance on Regulation S. Each purchaser of the New Notes is hereby notified that the offer and sale of New 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 New Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A (such Notes so offered and sold, the ‘‘Rule 144A Notes’’). Transfers of Notes are subject to the restrictions described under ‘‘Form of the Notes and Transfer Restrictions’’. The New Notes will be offered and sold in registered form in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Regulation S Notes will be represented by beneficial interests in a global unrestricted note certificate (the ‘‘Regulation S Global Note’’) in registered form without interest coupons attached, which will be registered in the name of a nominee for, and deposited on or about 4 October 2012 (the ‘‘Issue Date’’) with Deutsche Bank AG, London Branch, as common depositary for, and in respect of interests held through, Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). Beneficial interests in the Regulation S Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants. The Rule 144A Notes will initially be represented by a global restricted note certificate (the ‘‘Rule 144A Global Note’’ and, together with the Regulation S Global Note, the ‘‘Global Notes’’) in registered form, without interest coupons attached, which will be deposited with a custodian (the ‘‘Custodian’’) for, and registered in the name of Cede & Co. as nominee of, The Depository Trust Company (‘‘DTC’’) on or about the Issue Date. Beneficial interests in the Rule 144A Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as described herein, definitive note certificates evidencing holdings of Notes issued in exchange for beneficial interests in the Global Notes will be available only in certain limited circumstances. See ‘‘Form of the Notes and Transfer Restrictions’’. The Republic of Serbia’s long-term foreign currency debt has been assigned a rating of ‘‘BB-’’ with a negative outlook by Standard & Poor’s Credit Market Services Europe Limited, a subsidiary of The McGraw-Hill Companies, Inc. (‘‘S&P’’) and a rating of ‘‘BB-’’ with a negative outlook by Fitch Ratings Limited (‘‘Fitch’’). The Notes are expected to be assigned the same ratings. 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. The credit ratings included or referred to in this prospectus (the ‘‘Prospectus’’) will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies (the ‘‘CRA Regulation’’) as having been issued by S&P and Fitch. Each of S&P and Fitch is established in the European Union and registered under the CRA Regulation. Any change in the rating of the Notes may adversely affect the price that a purchaser may be willing to pay for the Notes. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ‘‘UK Listing Authority’’) for the New Notes to be admitted to the official list of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for the New Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the ‘‘Market’’). References in this Prospectus to the Notes being ‘‘listed’’ (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC (the ‘‘Markets in Financial Instruments Directive’’). Joint Lead Managers Deutsche Bank J.P. Morgan The date of this Prospectus is 2 October 2012 This Prospectus constitutes a prospectus for the purposes of Article 5 of the Prospectus Directive for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to be able to make an informed assessment of the financial position and prospects of the Issuer and the rights attaching to the Notes. For the purposes of this Prospectus, the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. The expression ‘‘2010 PD Amending Directive’’ means Directive 2010/73/EU and the expression ‘‘Relevant Member State’’ means any Member State of the European Economic Area which has implemented the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having made all reasonable enquiries and having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Information included herein that is identified as being derived from information published by the Republic of Serbia or one of its agencies or instrumentalities is included herein on the authority of such publication as a public official document of the Republic of Serbia. All other information herein with respect to the Republic of Serbia is included herein as a public official statement made on the authority of the Ministry of Finance and Economy of the Republic of Serbia. No person has been authorised to give any information or to make any representation other than as contained in this Prospectus in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Joint Lead Managers (as defined in ‘‘Subscription and Sale’’).
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