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Important Notice IMPORTANT NOTICE THIS OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) AS DEFINED IN RULE 144A UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR (2) NON-US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) LOCATED OUTSIDE THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the offering circular (the “Offering Circular”) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF NOTES (AS DEFINED IN THE OFFERING CIRCULAR) FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES AND THE GUARANTEE 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 OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT (1) TO QIBs IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (2) TO NON-US PERSONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR MAY NOT BE FORWARDED TO ANY US PERSON OR ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR 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. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED, AND WILL NOT BE ABLE, TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation of your representation: In order to be eligible to view the Offering Circular or make an investment decision with respect to the Notes and the Guarantee, you must be either (i) a non-US person outside the United States or (ii) a QIB. The Offering Circular is being sent at your request and by accepting this e-mail and accessing, reading or making any other use of the Offering Circular, you shall be deemed to have represented to State Road Agency of Ukraine, Ukravtodor (the “Issuer”), Ukraine (represented by the Minister of Finance of Ukraine, acting upon instructions of the Cabinet of Ministers of Ukraine) (the “Guarantor”) and J.P. Morgan Securities plc and Dragon Capital (Cyprus) Limited (together, the “Joint Lead Managers”) and Joint Stock Company “The State Export-Import Bank of Ukraine” (the “Co-Manager” and, together with the Joint Lead Managers, the “Managers”), that (1) you have understood and agree to the terms set out herein; (2) in respect of Notes and the Guarantee being offered pursuant to Rule 144A of the Securities Act, you are (or the person you represent is) a QIB, and that the electronic mail (or e-mail) address to which, pursuant to your request, the Offering Circular has been delivered by electronic transmission is utilised by someone who is a QIB; in respect of the Notes and the Guarantee being offered outside of the United States in an offshore transaction pursuant to Regulation S, you are (or the person you represent is) a non-US person (as defined in Regulation S of the Securities Act) outside the United States, and that the electronic mail (or e-mail) address to which, pursuant to your request, the Offering Circular has been delivered by electronic transmission is not located in the United States, its territories or possessions; (3) you consent to delivery by electronic transmission; (4) you will not transmit the Offering Circular (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 the consent of the Managers; and (5) 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 Notes. 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 licensed broker or dealer and the Managers or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers or such affiliate on behalf of the Issuer (as defined in the Offering Circular) in such jurisdiction. Under no circumstances shall the Offering Circular constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering Circular may only be communicated to persons in the United Kingdom in circumstances where section 21(1) or the Financial Services and Markets Act 2000 does not apply to the communication. This communication is being directed only at persons having professional experience in matters relating to investments and any investment or investment activity to which this communication relates will be engaged in only with such persons. No other person should rely on it. The Offering Circular 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 the Issuer nor the Guarantor nor the Managers nor any person who controls any of the foregoing nor any director, officer, employee nor agent of any of the foregoing or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Issuer or the Managers. STATE ROAD AGENCY OF UKRAINE (UKRAVTODOR) U.S.$700,000,000 6.250 per cent. Guaranteed Amortising Notes due 2028 guaranteed by Ukraine represented by the Minister of Finance of Ukraine acting upon instructions of the Cabinet of Ministers of Ukraine Issue price: 100 per cent. The U.S.$ U.S.$700,000,000 6.250 per cent. Guaranteed Amortising Notes due 2028 (the “Notes”) to be issued by the State Road Agency of Ukraine (Ukravtodor) (the “Issuer” or “Ukravtodor”), will, unless previously redeemed, or purchased and cancelled, be redeemed in four equal instalments of U.S.$250 per U.S.$1,000 in principal amount of the Notes (each an “Amortisation Amount”) on 24 December 2026, 24 June 2027, 24 December 2027 and 24 June 2028 (the “Maturity Date”). Interest will accrue on the then outstanding principal amount of the Notes, as reduced by each Amortisation Amount, from and including 24 June 2021, and will be payable semi-annually in arrear on 24 June and 24 December in each year, commencing on 24 December 2021. The Notes will bear interest at a rate of 6.250 per cent. per annum. Payments on the Notes will be made in U.S. dollars without deduction for or on account of taxes imposed or levied by Ukraine to the extent described under “Terms and Conditions of the Notes—Taxation”. Ukraine (represented by the Minister of Finance of Ukraine acting upon instructions of the Cabinet of Ministers of Ukraine) (the “Guarantor”) will, pursuant to a Deed of Guarantee to be dated on or before 24 June 2021 (the “Deed of Guarantee”)), unconditionally and irrevocably guarantee the payment of all amounts at any time becoming due and payable in respect of the Notes. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any State or other jurisdiction of the United States, 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. For a summary of certain restrictions on resale, see “Subscription and Sale” and “Form of Notes and Transfer Restrictions”. The Notes and the Guarantee are expected to be rated “B” by S&P Global Ratings Europe Limited (“Standard & Poor’s”) Standard & Poor’s has also issued ratings in respect of the Guarantor as set out in this Offering Circular. 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. Standard & Poor’s is established in the European Economic area (the "EEA") and registered under Regulation (EU) No 1060/2009 on credit rating agencies (the "EU CRA Regulation"). The rating Standard & Poor’s has given to the Notes is endorsed by S&P Global Ratings UK Limited, which is established in the UK and registered under Regulation (EU) No 1060/2009 on credit rating agencies as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the "UK CRA Regulation").
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