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W&C Standard Template REPUBLIC OF SERBIA (represented by the Government of the Republic of Serbia, acting by and through the Ministry of Finance) €550,000,000 1.500 per cent. Notes due 2029 (to be consolidated and form a single series with the €1,000,000,000 1.500 per cent. Notes due 2029 issued on 26 June 2019) Issue price: 102.251 per cent. (plus accrued interest from, and including, 26 June 2019 to, but excluding 12 November 2019) The €550,000,000 1.500 per cent. Notes due 2029 (the “New Notes”) to be issued by the Republic of Serbia, represented by the Government of the Republic of Serbia acting by and through the Ministry of Finance (the “Issuer”) will mature on 26 June 2029 and, unless previously purchased and cancelled, will be redeemed at their principal amount on that date. The New Notes will be consolidated and form a single series, and be fungible, with the €1,000,000,000 1.500 per cent. Notes due 2029 (the “Original Notes” and, together with the New Notes, the "Notes") issued by the Issuer on 26 June 2019 (the “Original Issue Date”) from 12 November 2019 (the “New Issue Date”). The Notes will bear interest at a rate of 1.500 per cent. per annum. Interest will accrue on the outstanding principal amount of the Notes from and including 26 June 2019 and will be payable annually in arrear on 26 June in each year, commencing on 26 June 2020. The New Notes will initially be sold to investors at a price equal to 102.251 per cent. of the principal amount thereof plus accrued interest in respect of the period from (and including) 26 June 2019 to (but excluding) the New Issue Date. All payments of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Republic of Serbia (the “Republic of Serbia” or “Serbia”) or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would have been received by them if no such withholding or deduction had been required, subject to certain exceptions set out in the Conditions (as defined below). SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States of America (the “United States”) and may not be offered, sold, pledged, delivered or otherwise transferred 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 securities laws. Accordingly, the New Notes are being offered, sold or delivered: (a) in the United States only to persons reasonably believed to be qualified institutional buyers (“QIBs”) (as defined in Rule 144A (“Rule 144A”, such New Notes so offered and sold, the “Rule 144A New Notes” and, together with the Original Notes issued in reliance on, and pursuant to Rule 144A, the “Rule 144A Notes”) under the Securities Act) in reliance on, and in compliance with, Rule 144A; and (b) outside the United States in reliance on Regulation S (“Regulation S”, such New Notes so offered and sold, the “Regulation S New Notes” and, together with the Original Notes issued in reliance Regulation S, the “Regulation S Notes”) under the Securities Act. Each purchaser of the New Notes is hereby notified that the offer and sale of New Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. There will be no public offer of the Notes in the United States. Prospective purchasers of the Notes that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Transfers of Notes are subject to the restrictions described under “Form of the Notes and Transfer Restrictions”. The New Notes will be offered and sold in registered form in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Regulation S New Notes will be represented by beneficial interests in a global unrestricted note certificate (the “New Regulation S Global Note” and, together with the global unrestricted note certificate representing the Original Notes (the “Regulation S Original Global Note”) issued in reliance on Regulation S, the “Regulation S Global Note” ) in registered form without interest coupons attached and the Rule 144A New Notes will initially be represented by a global restricted note certificate (the “New Rule 144A Global Note” and, together with the global restricted note certificate representing the Original Notes (the “Rule 144A Original Global Note”) issued in reliance on Rule 144A, the “Rule 144A Global Note”) in registered form, without interest coupons attached. The New Regulation S Global Note and the New Rule 144A Global Note will be registered in the name of a nominee for, and deposited on or about the New Issue 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”). Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note (together 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, definitive note certificates evidencing holdings of Notes issued in exchange for beneficial interests in the Global Notes will be available only in certain limited circumstances. See “Form of the Notes and Transfer Restrictions”. The Republic of Serbia’s long-term foreign currency debt has been assigned a rating of “BB” with a positive outlook by Standard & Poor’s Credit Market Services Europe Limited (“S&P”) and rating of “BB+” with a stable outlook by Fitch Ratings Limited (“Fitch”) and “Ba3” rating with a positive outlook by Moody’s Investor Service, Inc.(“Moody’s”). The Original Notes were rated “BB” by S&P, “BB+” by Fitch and “Ba3” by Moody’s and it is expected that the rating of the Notes will be the same immediately after the issuance of the New Notes. 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 organisation. 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 as amended by Regulation (EU) No. 513/2011 (the “CRA Regulation”) as having been issued by S&P, Fitch and Moody’s. Each of S&P and Fitch is established in the European Union (“EU”) and is included in the list of credit rating agencies registered in accordance with the CRA Regulation. This list is available on the ESMA website (http://www.esma.europa.eu/page/list-registered-and-certified-CRAs) (last updated 1 October 2019). Moody’s Investor Service, Inc. is not established in the EU and has not applied for registration under the CRA regulation. The ratings are endorsed by Moody’s Investor Service Ltd in accordance with the CRA regulation. Moody’s Investor Service Ltd is established in the EU and is registered under 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. The Prospectus has been approved by the Financial Conduct Authority of the United Kingdom (the "FCA" or "Financial Conduct Authority"), in its capacity as United Kingdom competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval should not be considered as an endorsement of (a) the Issuer or (b) the quality of any Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in any such Notes. Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (as amended the “FSMA”) for the New Notes to be admitted to the official list of the Financial Conduct Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the New Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments (as amended, “MiFID II”). Joint Lead Managers BNP PARIBAS Citigroup Deutsche Bank J.P. Morgan The date of this Prospectus is 8 November 2019. This Prospectus constitutes a prospectus for the purpose of Article 6 of the Prospectus Regulation and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to be able to make an informed assessment of the financial position and prospects of the Issuer and the rights attaching to the Notes.
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