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(1) Qibs (As Defined Below) That Are Also Qualified Purchasers (As Defined Below) Or (2) Non-U.S

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(1) Qibs (As Defined Below) That Are Also Qualified Purchasers (As Defined Below) Or (2) Non-U.S IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) THAT ARE ALSO QUALIFIED PURCHASERS (AS DEFINED BELOW) OR (2) NON-U.S. PERSONS (AS DEFINED BELOW) LOCATED OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the ‘‘Prospectus’’) following this page and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer, the Guarantor and Joint Lead Managers (as defined in the Prospectus) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘U.S. SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED PROSPECTUS 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 U.S. PERSON OR U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS OR THIS TRANSMISSION IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. 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 NOTES DESCRIBED IN THE PROSPECTUS. Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the said securities, prospective investors must be either (1) Qualified Institutional Buyers (‘‘QIBs’’) (within the meaning of Rule 144A (‘‘Rule 144A’’) under the U.S. Securities Act who are also qualified purchasers as defined in Section 2(a)(51) of the U.S. Investment Company Act 1940 (the ‘‘Investment Company Act’’) (‘‘QPs’’); or (2) non-U.S. persons (as defined in Regulation S under the U.S. Securities Act (‘‘Regulation S’’)) located outside the United States. The Prospectus is being sent to you at your request and, by accessing the Prospectus, you shall be deemed to have represented to the Issuer, the Guarantor and Joint Lead Managers that (1) you and any customers you represent are either: (a) QIBs who are also QPs; or (b) you and any customers you represent are non-U.S. persons (as defined in Regulation S) outside of the United States; (2) unless you’re a QIB who is also QP, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S.; (3) you are a person who is permitted under applicable law and regulation to receive the Prospectus; and (4) you consent to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to this 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 licenced broker or dealer, and the lead manager(s) or any affiliate of the lead manager(s) is a licenced broker or dealer in the relevant jurisdiction, the offering shall be deemed to be made by the lead manager(s) or such affiliate on behalf of the Issuer in such jurisdiction. The Prospectus may only be distributed to, and is directed at (a) persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Order’’) or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as ‘‘relevant persons’’). Any person who is not a relevant person should not act or rely on this document or any of its contents. The Prospectus has been sent to you in 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, the Guarantor and Joint Lead Managers, any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. PROSPECTUS Southern Gas Corridor CJSC (incorporated as a closed joint stock company in the Republic of Azerbaijan) US$1,000,000,000 6.875% Guaranteed Notes due 2026 unconditionally and irrevocably guaranteed by The Republic of Azerbaijan Issue Price: 99.112% The Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’), as competent authority under Directive 2003/71/EC as amended by Directive 2010/73/EU (together, the ‘‘Prospectus Directive’’). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and European Union (‘‘EU’’) law pursuant to the Prospectus Directive. Such approval relates only to the US$1,000,000,000 6.875% Guaranteed Notes due 2026 (the ‘‘Notes’’) of Southern Gas Corridor CJSC (the ‘‘Issuer’’) which are to be admitted to trading on the Main Securities Market of the Irish Stock Exchange Plc (the ‘‘Irish Stock Exchange’’) or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List of the Irish Stock Exchange (the ‘‘Official List’’) and trading on its regulated market. Interest on the Notes is payable semi-annually in arrear on 24 March and 24 September in each year. Payments on the Notes will be made without deduction for or on account of taxes of the Republic of Azerbaijan to the extent described under ‘‘Terms and Conditions of the Notes – Condition 10 (Taxation)’’. The Notes will be constituted by a deed of covenant entered into by the Issuer (the ‘‘Deed of Covenant’’) and will have the benefit of a deed of guarantee to be entered into by the Republic of Azerbaijan as guarantor (the ‘‘Deed of Guarantee’’ or the ‘‘Guarantee’’). The Notes mature on 24 March 2026. The Notes are redeemable on a Change of Control Event (as defined in Condition 9) but are otherwise not redeemable prior to maturity. See ‘‘Terms and Conditions of the Notes – Condition 9 (Redemption and Purchase)’’. Notes which are offered and sold in reliance on Regulation S will be represented by beneficial interests in a permanent global Note (the ‘‘Unrestricted Global Note’’) 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 the Closing Date with a common depositary for, and in respect of interests held through Euroclear Bank SA/NA (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). Notes which are offered and sold in reliance on Rule 144A will be represented by beneficial interests in a permanent global Note (the ‘‘Restricted Global Note’’ and, together with the Unrestricted Global Note, the ‘‘Global Notes’’) in registered form, without interest coupons attached, which will be deposited on or about the Closing Date with a custodian for, and registered in the name of Cede & Co. as nominee for The Depository Trust Company (‘‘DTC’’). The Notes will be offered and sold in minimum denominations of US$200,000 or any amount in excess thereof which is an integral multiple of US$1,000. See ‘‘Terms and Conditions of the Notes – Condition 1 (Form, Denomination and Title)’’. Interests in the Restricted Global Note will be subject to certain restrictions on transfer. See ‘‘Form of the Notes and Transfer Restrictions’’. Beneficial interests in the Global Notes 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, certificates for Notes will not be issued in exchange for beneficial interests in the Global Notes. NEITHER THE NOTES NOR THE GUARANTEE HAVE BEEN OR WILL BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR ANY STATE SECURITIES LAW, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.
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