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W&C Standard Template Republic of Bulgaria EUR 1,493,000,000 2.950 per cent. Notes due 2024 Issue price: 99.085 per cent. The issue price of the EUR 1,493,000,000 2.950 per cent. Notes due 2024 (the “Notes”) of the Republic of Bulgaria (the “Issuer”, the “Republic” or “Bulgaria”) is 99.085 per cent. of their principal amount. The Notes will bear interest from and including 3 July 2014 at the rate of 2.950 per cent. per annum payable annually in arrear on 3 September in each year commencing on 3 September 2015. See “Terms and Conditions of the Notes – Interest”. Payments under the Notes will be made free and clear of, and without withholding or deduction for, any taxes imposed by the Republic, to the extent described under “Terms and Conditions of the Notes— Taxation” and “Taxation—Republic of Bulgaria”. Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount together with accrued interest on 3 September 2024 and are not redeemable prior to that date. See “Terms and Conditions of the Notes—Redemption, Purchase and Cancellation”. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange (the “Official List”) and to admit the Notes to trading on the Luxembourg Stock Exchange’s regulated market (the “Market”), pursuant to the rules and regulations of the Luxembourg Stock Exchange. SEE “RISK FACTORS” STARTING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE NOTES ARE BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS OUTSIDE THE UNITED STATES BY THE JOINT LEAD MANAGERS (AS DEFINED IN “SUBSCRIPTION AND SALE”) IN ACCORDANCE WITH REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT, 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. The Notes will be issued in registered form in denominations of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof. The Notes will be represented by a global registered note certificate (the “Global Note Certificate”) registered in the name of the nominee for, and deposited with, the common safekeeper for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, societe´ anonyme (“Clearstream, Luxembourg”). Individual note certificates (“Note Certificates”) evidencing holdings of Notes will only be available in certain limited circumstances. See “Summary of Provisions relating to the Notes while in Global Form—Exchange for Note Certificates”. __________________________ Joint Lead Managers CITIGROUP HSBC J.P. MORGAN Offering Circular dated 30 June 2014 The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to the Issuer and the Notes which is material in the context of the issue and offering of the Notes, that the information contained in this Offering Circular is true and accurate in every material respect and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which makes misleading any statement herein, whether of fact or opinion. The Issuer accepts responsibility for the information contained in this Offering Circular accordingly. This Offering Circular neither constitutes a prospectus pursuant to Part II of the Luxembourg law on Prospectus for securities (loi relative aux prospectus pour valeurs mobilieres) dated 10 July 2005 (the “Luxembourg Prospectus Law”) which implements Directive 2003/71/EC, as amended (the “Prospectus Directive”) nor a simplified prospectus pursuant to Part III of the Luxembourg Prospectus Law. Accordingly, this Offering Circular does not purport to meet the format and the disclosure requirements of the Prospectus Directive and Commission Regulation (EC) No. 809/2004 implementing the Prospectus Directive, and it has not been, and will not be, submitted for approval to any competent authority within the meaning of the Prospectus Directive and in particular the Supervisory Commission of the Financial Sector (Commission de Surveillance du Secteur Financier (the “CSSF”), in its capacity as competent authority under the Luxembourg Prospectus Law. The Notes issued pursuant to this Offering Circular will therefore not qualify for the benefit of the single European passport pursuant to the Prospectus Directive. No person has been authorised in connection with the offering of the Notes to give any information or make any representation regarding the Issuer or the Notes other than as contained in this Offering Circular. Any such representation or information should not be relied upon as having been authorised by the Issuer or any agency thereof or the Joint Lead Managers (as defined under “Subscription and Sale”). Neither the delivery of this Offering Circular nor any sales made in connection with the issue of the Notes shall, under any circumstances, constitute a representation that there has been no change in the affairs of the Issuer since the date hereof. To the fullest extent permitted by law, the Joint Lead Managers do not accept any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by the Joint Lead Managers in connection with the Issuer or the issue and offering of the Notes. The Joint Lead Managers accordingly disclaim all and any liability whether arising in tort or contract or otherwise which any of them might otherwise have in respect of this Offering Circular or any such statement. Each person receiving this Offering Circular acknowledges that such person has not relied on any Joint Lead Manager or any person affiliated with any Joint Lead Manager in connection with its investigation of the accuracy of such information or its investment decision. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Issuer 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. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or any agency thereof or any Joint Lead Manager to subscribe or purchase, any of the Notes. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Notes and distribution of this Offering Circular, see “Subscription and Sale”. In this Offering Circular, all references to “BGN”, “Lev” and “Leva” are to the lawful currency for the time being of the Issuer, all references to “U.S. Dollars”, “U.S.$” and “USD” are to the lawful currency for the time being of the United States of America, all references to “€”, “EUR” and “Euro” are to the currency introduced on 1 January 1999 at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. Bulgaria maintains a currency board arrangement pursuant to which the exchange rate for the Lev has iii been fixed to the Deutsche Mark since 1 July 1997 and subsequently to the Euro since 1 January 1999 see “Monetary and Financial System”. Since 1 January 1999, the exchange rate of the Lev against the Euro has been fixed at €1.00 = BGN 1.95583. Unless otherwise stated, all annual information, including budgetary information, is based on calendar years. Figures included in this Offering Circular have been subject to rounding adjustments; accordingly, figures shown for the same item of information may vary, and figures which are totals may not be the arithmetical aggregate of their components. Statistical data appearing in this Offering Circular has been extracted or compiled from the records, statistics and other official public sources of information in Bulgaria, and has not been independently verified or checked by the Joint Lead Managers. Similar statistics may be obtainable from other sources, although the underlying assumptions and methodology, and consequently the resulting data, may vary from source to source. While there have been significant steps taken to improve the accuracy of the statistics, it is inevitable in the context of a transition economy that there is a degree of uncertainty as to the accuracy or reliability of the statistics when compared with those produced by countries that have for many years been preparing market economy statistics. In addition, the statistics may not be calculated on the basis that is fully in accordance with international standards, and the statistics have in the past been and may in the future be subject to significant revision. Certain statistical data appearing in this Offering Circular may not have been restated to reflect inflation. Investors should be aware that distortions caused by inflation are present in such statistics and that period-to-period comparisons may not be meaningful. Bulgaria is a sovereign state. Consequently, it may be difficult for investors to obtain judgments of courts in countries outside Bulgaria against Bulgaria. Enforcement of such judgments in Bulgaria may be refused in certain circumstances in the absence of an applicable treaty facilitating such enforcement. See “Risk Factors—Risks Relating to the Notes—Enforcement of Liabilities; Waiver of Immunity”. In connection with the issue of the Notes, HSBC Bank plc (the “Stabilising Manager”) or any person acting on behalf of the Stabilising Manager may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
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