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This Offering Is Available Only to Investors Who Are Either (1) Qibs (As Defined Below) Or (2) Located Outside the United States THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) OR (2) LOCATED OUTSIDE THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page, whether received by e-mail, accessed from an internet page or received as a result of electronic transmission, and you are therefore advised to read this 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 us as a result of such access. The prospectus has been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICITON WHERE THE OFFER, SALE OR SOLICITATION IS NOT PERMITTED. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. 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 FOLLOWING PROSPECTUS 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. Confirmation of your Representation: In order to be eligible to view this prospectus or make an investment decision with respect to the securities, you must (i) be outside of the United States; or (ii) be a qualified institutional buyer (within the meaning of Rule 144A under the Securities Act). This prospectus is being sent at your request and by accepting the e-mail and accessing this prospectus, you shall be deemed to have represented to us that (1) you understand and agree to the terms set out herein; (2) in respect of securities being offered in an offshore transaction pursuant to Regulations S, you are outside the United States, and that the e-mail address to which, pursuant to your request, the prospectus has been delivered by electronic transmission is not located in the United States for the purposes of Regulation S under the Securities Act; (3) in respect of securities offered and sold in reliance on Rule 144A, you are a QIB; (4) you consent to delivery by electronic transmission; (5) you will not transmit the prospectus (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of us; and (6) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to subscribe for or purchase any of the securities. This prospectus is being distributed only to and directed only at (i) persons who are outside the United Kingdom, or (ii) 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 (the “Order”), or (iii) high net worth entities and other persons falling within Article 49(2)(a) to (d) of the Order, or (iv) those persons to whom it may otherwise lawfully be distributed in accordance with the Order (all such persons together being referred to as relevant persons). This prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. You are reminded that this prospectus has been delivered to you on the basis that you are a person into whose possession this 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 this prospectus to any other person. The materials relating to the 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 licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. This prospectus 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 none of Deutsche Bank AG, London Branch or HSBC Bank plc (together, the “Joint Lead Managers”) nor any person who controls either of them or any director, officer, employee nor agent of either of them, the Republic of Macedonia or any 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. THE REPUBLIC OF MACEDONIA EUR 500,000,000 3.975% Notes due 24 July 2021 ISSUE PRICE: 98.365% The issue price of the EUR 500,000,000 3.975% Notes due 24 July 2021 (the “Notes”) of the Republic of Macedonia (the ”Republic of Macedonia”, the “Republic” or “Macedonia”) is 98.365% of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 24 July 2021 (the ”Maturity Date”). The Notes will bear interest from, and including, 24 July 2014 at the rate of 3.975% per annum payable annually in arrear on 24 July in each year, commencing on 24 July 2015. 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 (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 (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 under 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. 3 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 14. The Notes will be offered and sold in registered form and in denominations of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof. The Notes will be represented by beneficial interests in one or more global notes (the “Global Notes”) which will be registered in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited, as nominee for, and shall be deposited on or around 24 July 2014 (the “Closing Date”) with HSBC Bank plc as common depositary for, and in respect of interests held through, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”).
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