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W&C Standard Template IMPORTANT NOTICE THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. NONE OF THE NOTES SHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE REPUBLIC ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS. TO THE BEST OF THE 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 CONTAINS NO OMISSION LIKELY TO AFFECT ITS IMPORT. THIS PROSPECTUS CONSTITUTES A PROSPECTUS FOR THE PURPOSE OF THE PROSPECTUS DIRECTIVE AND FOR THE PURPOSE OF GIVING INFORMATION WITH REGARD TO THE REPUBLIC AND THE NOTES. THE REPUBLIC CONFIRMS THAT THIS PROSPECTUS CONTAINS ALL INFORMATION WHICH, ACCORDING TO THE PARTICULAR NATURE OF THE REPUBLIC AND THE NOTES, IS NECESSARY TO ENABLE INVESTORS TO MAKE AN INFORMED ASSESSMENT OF THE ASSETS AND LIABILITIES, FINANCIAL POSITION, PROFITS AND LOSSES AND PROSPECTS OF THE REPUBLIC AND OF THE RIGHTS ATTACHING TO THE NOTES. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except in accordance with the Securities Act and other applicable securities laws, pursuant to registration or an exemption therefrom. See “Transfer Restrictions”. This Prospectus does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. Consequently, this document is being distributed only 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. Persons into whose possession this Prospectus may come are required by the Republic to inform themselves about and to observe such restrictions. This Prospectus does not constitute an offer of securities to the public in the European Economic Area (“EEA”) and the Notes are only available to persons in member states of the EEA who are “Qualified Investors” within the meaning of Article 2(1)(e) of the Prospectus Directive, unless in any instance the Republic otherwise agrees. This Prospectus and its contents should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors. The expression “Prospectus Directive” means Directive 2003/71/EC, as amended. The distribution of this Prospectus and the distribution of Notes may be restricted by law in certain jurisdictions. The Republic makes no representation that this Prospectus or the Notes may be lawfully distributed in any jurisdiction or assumes any responsibility for facilitating any such distribution. Accordingly, neither this Prospectus nor any other offering material may be distributed or published, and none of the Notes may be distributed, in any jurisdiction, except under circumstances that will result in compliance with all applicable laws and regulations. Persons into whose possession this Prospectus may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the distribution of the Notes. Further information with regard to restrictions on offers, sales and deliveries of the Notes and the distribution of this Prospectus and other material relating to the Notes is set out under “Transfer Restrictions” and “Summary of Provisions Relating to the Notes in Global Form”. The information contained in this Prospectus has been prepared based upon information available to the Republic. To the best of the Republic‘s knowledge, information and belief, 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. The Republic has taken all reasonable steps to ensure that this Prospectus contains the information reasonably necessary in the context of the issue of Notes. EMEA 114106636 (i) None of the Republic’s legal, financial or tax advisers, the Fiscal Agent or the Fiscal Agent’s legal advisors have authorised the contents of this Prospectus or any part of it, nor do they accept any responsibility for the accuracy, completeness or reasonableness of the statements contained within it. None of the Republic’s legal, financial or tax advisers, the Fiscal Agent or the Fiscal Agent’s legal advisors have verified that 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 and each of those persons expressly disclaims any responsibility for such information. Nothing contained in this Prospectus shall be deemed to be a forecast, projection or estimate of the Republic’s future financial performance except where otherwise specifically stated. This Prospectus contains certain statements, statistics and projections that are, or may be, forward-looking. The accuracy and completeness of all such statements, including, without limitation, statements regarding the Republic’s future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as “intends”, “expects”, “anticipates”, “estimates” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Although the Republic believes that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, future revenues being lower than expected; increasing competitive pressures in the industry; general economic conditions or conditions affecting demand for the products offered by the Republic in the markets in which they operate being less favourable than expected. EMEA 114106636 (ii) The Republic of Azerbaijan (Acting through the Ministry of Finance of the Republic of Azerbaijan and represented by the Minister of Finance of Azerbaijan) U.S.$173,524,000 2.82 per cent. Notes due 2019 U.S.$173,524,000 2.82 per cent. Notes due 2020 U.S.$173,524,000 2.82 per cent. Notes due 2021 U.S.$310,718,000 5.125 per cent. Notes due 2029 U.S.$1,076,578,000 3.5 per cent. Notes due 2032 (together, the “Notes”) The Notes are direct obligations of the Republic of Azerbaijan (the “Republic” or “Azerbaijan”) and were issued for the sole purpose of facilitating a restructuring of certain debt obligations of OJSC The International Bank of Azerbaijan. The Notes of each series were issued pursuant to the Fiscal Agency Agreement (as defined herein) between the Republic and The Bank of New York Mellon as fiscal agent (the “Fiscal Agent”, which expression includes all persons for the time being appointed as fiscal agent for the holders of the Notes under the Fiscal Agency Agreement). This Prospectus has been approved by the Central Bank of Ireland as competent authority under the Prospectus Directive. 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. Such approval relates only to the Notes of the Republic of Azerbaijan that are to be admitted to trading on the regulated market (the “Market”) of the Irish Stock Exchange Public Limited Company trading as Euronext Dublin (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 EEA in circumstances that require the publication of a prospectus. Application has been made to the Irish Stock Exchange for the Notes of each series 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 1 March and 1 September in each year commencing on 1 March 2018. Payments on the Notes will be made in U.S. Dollars without deduction for, or on account of, taxes imposed or levied by the Republic to the extent described under “Terms and Conditions of the Notes – Taxation”. Interest on the Notes will accrue from and including 1 September 2017 (the “Closing Date”). Unless previously redeemed or purchased and cancelled, the Notes of each series will be redeemed at their principal amount on the applicable maturity date, as set out in the Conditions to each series of Notes. The terms and condition of each series of Notes are contained in Schedule 1 (Terms and Conditions of the Notes). Noteholders will be deemed to have accepted and agreed that they will be relying solely and exclusively on the creditworthiness of the Republic in respect of its payment obligations under the Notes of each series. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. Delivery of the Notes of each series was made on the Closing Date. The Notes were delivered in book-entry form through the facilities of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”) and each series is represented by one or more global notes in registered form registered in the name of a common depositary for Euroclear and Clearstream, Luxembourg, or a nominee thereof.
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