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€500,000,000 2.750% Notes Due 2025 ISSUE PRICE: 98.442%

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€500,000,000 2.750% Notes Due 2025 ISSUE PRICE: 98.442% THE REPUBLIC OF MACEDONIA (acting through the Ministry of Finance) €500,000,000 2.750% Notes due 2025 ISSUE PRICE: 98.442% The issue price of the €500,000,000 2.750% Notes due 2025 (the "Notes") of the Republic of Macedonia (the "Republic of Macedonia", the "Republic", "Macedonia" or the "Issuer") is 98.442% of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 18 January 2025 (the "Maturity Date"). The Notes will bear interest from, and including, 18 January 2018 at the rate of 2.750% per annum payable annually in arrear on 18 January in each year, commencing on 18 January 2019. Payments on the Notes will be made in Euro without deduction for, or on account of, taxes imposed or levied by Macedonia to the extent described under "Terms and Conditions of the Notes – Taxation". This prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC, as amended (the "Prospectus Directive"). Such approval relates only to Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any member State of the European Economic Area. The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange PLC (the "Irish Stock Exchange") for the Notes to be admitted to the Official List (the "Official List") and trading on its main securities market (the "Market"). This Prospectus constitutes a prospectus for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005, as amended (the "Prospectus Regulations") (which implement the Prospectus Directive in Ireland). Reference in this Prospectus to being listed (and all date references) shall mean that such Notes have been admitted to trading on the regulated market of the Irish Stock Exchange. Notes are being offered (i) in offshore transactions in reliance on, and as defined in, Regulation S (the "Regulation S Notes") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and (ii) in the United States only to qualified institutional buyers ("QIBs") as defined in Rule 144A of the Securities Act ("Rule 144A") in reliance on, and in compliance with, Rule 144A (the "Rule 144A Notes"). The Notes have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction 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. Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. The Notes are expected to be assigned a rating of BB by Fitch Ratings Ltd ("Fitch") and BB- by Standard & Poor's Credit Market Services Europe Limited ("S&P"). Each of Fitch and S&P is established in the EU and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation"). Any change in the rating of the Notes may adversely affect the price that a purchaser may be willing to pay for the Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the assigning rating agency. An investment in the Notes involves certain risks. See "Risk Factors" beginning on page 8. The Notes will be offered and sold in registered form and in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will be represented by beneficial interests in one or more global notes (the "Global Notes") which shall be registered in the name of Citivic Nominees Limited, as nominee for, and shall be deposited on or around 18 January 2018 (the "Closing Date") with Citibank, N.A., London Branch as common depository for, and in respect of interests held through, Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg and their participants. Except as described herein, certificates will not be issued for beneficial interests in the Global Notes. See "Form of Notes and Transfer Restrictions". Joint Lead Managers Citigroup Deutsche Bank Erste Group Bank AG This Prospectus is dated 16 January 2018. The Republic accepts responsibility for the information contained in this Prospectus. To the best knowledge of the Republic (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus comprises a prospectus for the purposes of Article 5 of the Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) (the "Prospectus Directive") and for the purposes of giving information with regard to the Republic and the Notes, which, according to the particular nature of the Republic and the Notes, is necessary to enable investors to make an informed assessment of the prospects of the Republic. None of the Joint Lead Managers nor any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. None of the Joint Lead Managers or any of their directors, affiliates, advisers and agents has made any independent verification of the information contained in this Prospectus in connection with the issue or offering of the Notes (the "Offering") and no representation or warranty, express or implied, is made by any of the Joint Lead Managers or their directors, affiliates, advisers or agents with respect to the accuracy or completeness of such information. Nothing contained in this Prospectus is, is to be construed as, or shall be relied upon as, a representation or warranty, whether to the past or the future, by any of the Joint Lead Managers or their respective directors, affiliates, advisers or agents in any respect. The Republic has not authorised the making or provision of any representation or information regarding the Republic or the Notes other than as contained in this Prospectus. Any other representation or information should not be relied upon as having been authorised by the Republic or the Joint Lead Managers. The contents of this Prospectus are not, are not to be construed as, and should not be relied on as, legal, business or tax advice and each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Republic 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. Neither the delivery of this Prospectus nor the Offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Republic since the date of this Prospectus. This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes. The distribution of this Prospectus and the Offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Republic and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and other offering material relating to the Notes, see "Subscription and Sale" and "Form of Notes and Transfer Restrictions". This Prospectus has been prepared by the Republic for use in connection with the offer and sale of the Notes and the admission of the Notes to the Official List and to trading on the Market. The Republic and the Joint Lead Managers reserve the right to reject any offer to purchase Notes, in whole or in part, for any reason. This Prospectus does not constitute an offer to any - ii - person in the United States other than any QIB to whom an offer has been made directly by one of the Joint Lead Managers or its U.S. broker-dealer affiliate. Distribution of this Prospectus to any person within the United States, other than any QIB and those persons, if any, retained to advise such QIB with respect thereto, is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any person within the United States, other than any QIB and those persons, if any, retained to advise such QIB, is prohibited. Prospective purchasers of the Notes should consult their tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of Macedonia of acquiring, holding and disposing of the Notes and receiving payments of principal, interest and/or other amounts under the Notes.
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