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IMPORTANT: You Must Read the Following Disclaimer Before Continuing IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached document and you are advised to read this disclaimer carefully before reading, accessing or making any other use of the attached document. In accessing the document you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from JSC "UzAuto Motors" (the "Issuer"), Citigroup Global Markets Limited (the "Sole Global Coordinator and Joint Bookrunner"), MUFG Securities EMEA plc, Natixis, Raiffeisen Bank International AG (together with the Sole Global Coordinator and Joint Bookrunner, the "Joint Bookrunners") and PJSC Sovcombank (the "Joint Lead Manager", and together with the Joint Bookrunners, the "Joint Lead Managers") named herein as a result of such access. The attached document is intended for the addressee only. NOTHING IN THE ATTACHED DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES AND ANY GUARANTEES THEREOF HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "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 EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT 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 NOTES. Confirmation of your representation: In order to be eligible to view the attached document or make an investment decision with respect to the Notes, prospective investors must be either (1) qualified institutional buyers ("QIBs") (within the meaning of Rule 144A under the Securities Act) or (2) purchasing outside the United States in accordance with Regulation S under the Securities Act. The attached document is being sent to you at your request, and by accessing the attached document you shall be deemed to have represented to the Issuer and the Joint Bookrunners that (1) either (a) you and any customers you represent are QIBs or (b) you and any customers you represent are located outside the United States and the electronic mail address that you have provided and to which this email has been delivered is not located in the United States, its territories and possessions, any state of the United States or the District of Columbia and (2) you consent to delivery of the attached document by electronic transmission. In addition, in the United Kingdom, the attached document is being distributed only to and is directed only at: (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (b) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; and (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA")) in connection with the issue or sale of any securities of the Issuer or any member of its Group (as defined herein) may otherwise lawfully be communicated or caused to be communicated (all such persons together referred to as "relevant persons"). Any investment or investment activity to which the document relates is available only in the United Kingdom to relevant persons and will be engaged in only with such persons. This document has been delivered to you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. Manufacturer target market (MiFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document has been prepared as the Notes will not be made available to retail investors in the European Economic Area or in the United Kingdom. Neither this electronic transmission nor the attached document constitutes or contains any offer to sell or invitation to subscribe or make commitments for or in respect of any securities in any jurisdiction where such an offer or invitation would be unlawful. This document 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 neither the Issuer, the Joint Bookrunners, the Trustee, the Principal Paying Agent, the Paying Agents, the Registrar, the Transfer Agent nor any person who controls any of them, nor any director, officer, employee or agent of any of them, nor any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between this document distributed to you in electronic format and the hard copy version available to you on request from the Joint Bookrunners. No representation or warranty, expressed or implied, is made or given by or on behalf of the Joint Bookrunners, the Trustee, the Principal Paying Agent, the Paying Agents, the Registrar, the Transfer Agent nor any person who controls any of them, nor any director, officer, employee or agent of any of them, nor any affiliate of any such person, as to the accuracy, completeness or fairness of the information or opinions contained in this document and such persons do not accept responsibility or liability for any such information or opinions. JOINT-STOCK COMPANY "UZAUTO MOTORS" (incorporated in the Republic of Uzbekistan) U.S.$300,000,000 4.85 per cent. Notes due 2026 __________________________________________________________________________________ Issue Price 100 per cent. __________________________________________________________________________________ JSC "UzAuto Motors" (the "Issuer" or the "Company"), a joint-stock company incorporated under the laws of the Republic of Uzbekistan, is issuing an aggregate principal amount of the U.S.$300,000,000 4.85 per cent. Notes due 2026 (the "Notes"). The Notes will be constituted by, subject to, and have the benefit of a trust deed to be dated 4 May 2021 (as may be amended or supplemented from time to time, the "Trust Deed") between the Issuer and Citibank, N.A., London Branch as trustee (the "Trustee") for the benefit of Noteholders (as defined in the "Terms and Conditions of the Notes"). The Issuer may also elect or be obliged to procure guarantees (each a "Subsidiary Guarantee" and, together with the other Subsidiary Guarantees, the "Guarantees" and each a "Guarantee") from its subsidiaries (the "Guarantors" and each a "Guarantor") as further described in the terms and conditions of the Notes (the "Terms and Conditions of the Notes"). Interest on the Notes will accrue from 4 May 2021 (the "Closing Date") and will be payable semi-annually in arrear on 4 May and 4 November of each year (each an "Interest Payment Date"), commencing on 4 November 2021 (the "Interest Commencement Date"). The Notes mature on 4 May 2026 the ("Maturity Date") but may be redeemed before then at the option of the Issuer in whole but not in part, at any time prior to the date falling three months prior to the Maturity Date, but on one occasion only, on giving not less than 30 nor more than 60 days’ irrevocable notice, at a price equal to the principal amount thereof, plus the Make Whole Premium (as defined in the "Terms and Conditions of the Notes – Redemption and Purchase – Redemption at Make Whole"). The Notes may also be redeemed at the option of the Issuer in whole or in part at any time on or after the date falling three months prior to the Maturity Date, on giving not less than 30 nor more than 60 days’ irrevocable notice, at the principal amount thereof, plus any accrued and unpaid interest, up to but excluding the date of redemption as further described under "Terms and Conditions of the Notes—Optional Redemption at Par". The Issuer may also redeem the Notes in whole, but not in part, at their principal amount together with any accrued and unpaid interest, if the Issuer has or will become obliged to pay certain additional amounts as further described under "Terms and Conditions of the Notes—Redemption and Purchase— Redemption for tax reasons". If a Change of Status (as defined in the "Terms and Conditions of the Notes—Redemption and Purchase—Redemption at the option of Noteholders upon a Change of Status") occurs, the Issuer shall, at the option of a holder of any Note, redeem or purchase such Note on the Change of Status Put Date (as defined in the "Terms and Conditions of the Notes—Redemption and Purchase—Redemption at the option of Noteholders upon a Change of Status") at 100 per cent. of its principal amount together with (or, where purchased, together with an amount equal to) interest accrued to (but excluding) the Change of Status Put Date. See "Terms and Conditions of the Notes—Redemption and Purchase—Redemption at the option of Noteholders upon a Change of Status".
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