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The State of Qatar

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The State of Qatar The State of Qatar U.S.$2,000,000,000 3.375% Bonds due 2024 Issue Price: 99.890% U.S.$4,000,000,000 4.000% Bonds due 2029 Issue Price: 99.649% U.S.$6,000,000,000 4.817% Bonds due 2049 Issue Price: 100.000% The U.S.$2,000,000,000 3.375% Bonds due 2024 (the “2024 Bonds”), the U.S.$4,000,000,000 4.000% Bonds due 2029 (the “2029 Bonds”) and the U.S.$6,000,000,000 4.817% Bonds due 2049 (the “2049 Bonds” and, together with the 2024 Bonds and the 2029 Bonds, the “Bonds”) are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the United States Securities Act of 1933 (the “Securities Act”). In addition, the Bonds are being offered outside the United States in reliance on Regulation S under the Securities Act. The State of Qatar, acting through the Ministry of Finance (“Qatar” or the “State”), will pay interest on each 2024 Bond at the rate of 3.375% per annum from and including March 14, 2019 semi-annually in arrear on March 14 and September 14 in each year until (and including) March 14, 2024 (the “2024 Maturity Date”), commencing on September 14, 2019. The State will pay interest on each 2029 Bond at the rate of 4.000% per annum from and including March 14, 2019 semi-annually in arrear on March 14 and September 14 in each year until (and including) March 14, 2029 (the “2029 Maturity Date”), commencing on September 14, 2019. The State will pay interest on each 2049 Bond at the rate of 4.817% per annum from and including March 14, 2019 semi-annually in arrear on March 14 and September 14 in each year until (and including) March 14, 2049 (the “2049 Maturity Date” and, together with the 2024 Maturity Date and the 2029 Maturity Date, the “Maturity Dates”), commencing on September 14, 2019. Unless previously redeemed or purchased and cancelled, each series of Bonds will be redeemed at its principal amount together with accrued interest on the Maturity Date applicable to the relevant series of Bonds. The State may redeem any series of Bonds, in whole or in part, at any time at a redemption price equal to the greater of (a) 100% of the principal amount of the relevant series of Bonds plus accrued and unpaid interest and (b) the relevant Make- Whole Amount (as defined in the Terms and Conditions of the Bonds). Except as set forth herein, payments in respect of the Bonds will be made without any deduction or withholding for or on account of taxes of Qatar or any political subdivision thereof or any authority therein or thereof having power to tax. An investment in the Bonds involves certain risks. Prospective investors should review the factors described under “Risk Factors” in this Prospectus. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated July 10, 2005 on prospectuses for securities to approve this document as a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC as amended, including by Directive 2010/73/EU (the “Prospectus Directive”). Application has been made to the Luxembourg Stock Exchange for the Bonds to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for purposes of Directive 2014/65/EU. The CSSF assumes no responsibility as to the economic and financial soundness of the Bonds and the quality or solvency of the State pursuant to provisions of Article 7(7) of the Luxembourg Law on Prospectuses for Securities. Application will be made to the Taipei Exchange (“TPEx”) for the listing of, and permission to sell or resell, the 2049 Bonds to “professional investors” as defined under Paragraph 1 of Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds of the Republic of China (the “TPEx Rules”) only and such permission is expected to become effective on or about March 14, 2019. No assurance can be given that such application will be approved, or that the TPEx listing will be maintained. Crédit Agricole Corporate and Investment Bank, Taipei Branch, Deutsche Bank AG, Taipei Branch and Standard Chartered Bank (Taiwan) Limited (together, the “2049 Bonds Joint Bookrunning Managers”) will offer and sell the 2049 Bonds in the Republic of China (the “ROC” or “Taiwan”). None of Barclays Bank PLC, Credit Suisse Securities (Europe) Limited or QNB Capital LLC (together, the “2049 Bonds Structuring Agents”) is licensed in Taiwan and, accordingly, none of the 2049 Bonds Structuring Agents has offered or sold, or will subscribe for or sell or underwrite, any of the 2049 Bonds offered, sold or re-sold hereby. No application is being made to the TPEx for the listing of the 2024 Bonds or the 2029 Bonds. The TPEx is not responsible for the content of this Prospectus (as defined below) and/or any supplement or amendment thereto and no representation is made by the TPEx as to the accuracy or completeness of this Prospectus and/or any supplement or amendment thereto. The TPEx expressly disclaim any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Prospectus and/or any supplement or amendment thereto. The admission to the listing and trading of the 2049 Bonds on the TPEx shall not be taken as an indication of the merits of the State or the 2049 Bonds. Qatar has been assigned a long-term credit rating of “AA-” with a stable outlook by S&P Global Ratings, a division of S&P Global Inc. (“S&P”), on December 7, 2018, of “AA-” with a stable outlook by Fitch Ratings, Ltd. (“Fitch”) on October 16, 2018, and of “Aa3” with a stable outlook by Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation (“Moody’s”), on July 13, 2018. It is expected that the Bonds will be rated “AA-” by S&P, “AA-” by Fitch and “Aa3” by Moody’s. 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 organization. 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, Fitch and Moody’s. Each of S&P, Fitch and Moody’s is established in the European Union and is registered under the CRA Regulation. Each of these agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Any change in the rating of the Bonds may adversely affect the price that a purchaser may be willing to pay for the Bonds. The Bonds have not been and will not be registered under the Securities Act and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers in the United States are hereby notified that the seller of the Bonds may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Bonds sold to purchasers in the United States are not transferable except in accordance with the restrictions described under “Transfer Restrictions”. The Bonds will be offered and sold in registered form in denominations of U.S.$200,000 or any amount in excess thereof which is an integral multiple of U.S.$1,000. Bonds which are offered and sold in transactions outside the United States in compliance with Regulation S (the “Unrestricted Bonds”) will initially be represented by beneficial interests in a global Bond for each series of Bonds (the “Unrestricted Global Bonds”), in registered form, without interest coupons attached, which will be registered in the name of a nominee for, and shall be deposited on or about March 14, 2019 (the “Closing Date”) with, a common depositary for, and in respect of interests held through, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”). Bonds which are offered and sold in the United States in reliance on Rule 144A (the “Restricted Bonds”) will initially be represented by beneficial interests in one or more global Bonds for each series of Bonds (the “Restricted Global Bonds”), in registered form, without interest coupons attached, which will be deposited on or about the Closing Date with Deutsche Bank Trust Company Americas, as custodian (the “Custodian”) for, and registered in the name of Cede & Co. as nominee of, The Depository Trust Company (“DTC”). Interests in the Restricted Global Bonds will be subject to certain restrictions on transfer. See “The Global Bonds—Transfers”. Beneficial interests in the Unrestricted Global Bonds and the Restricted Global Bonds (together, the “Global Bonds”) will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, individual definitive certificates for Bonds will not be issued in exchange for beneficial interests in the Global Bonds.
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