IMPORTANT: You must read the following disclaimer before continuing. The notice on this page applies to the consent solicitation memorandum (the “Consent Solicitation Memorandum”) following this notice, whether received by email or otherwise received as a result of electronic communication and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Consent Solicitation Memorandum. In reading, accessing or making any other use of the Consent Solicitation Memorandum, you agree to be bound by the terms and conditions on this page, including any modifications to them from time to time and any information you receive from Ukraine (as defined below), J.P. Morgan Securities plc (the “Consent Solicitation Agent”) and Morrow Sodali Limited (the “Information and Tabulation Agent”) at any time.
THIS DOCUMENT (WHICH EXPRESSION WHEN USED IN THIS NOTICE INCLUDES THE CONSENT SOLICITATION MEMORANDUM) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of the Consent Solicitation Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences.
The Consent Solicitation Memorandum has not been approved by an authorised person in the United Kingdom and is for distribution only to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iv) fall within Article 43 of the Financial Promotion Order or (v) are 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 (the “FSMA”)) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Consent Solicitation Memorandum 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 the Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. No part of the Consent Solicitation Memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to any other person.
No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply.
Confirmation of your representations: You have been sent the Consent Solicitation Memorandum at your request and on the basis that you have confirmed to the Consent Solicitation Agent, the Information and Tabulation Agent and Ukraine represented by the Minister of Finance of Ukraine (“Ukraine”) that:
(a) you are a holder or a beneficial owner of certain of the (i) U.S. Dollar 7.75 per cent. Notes due 2022 (Regulation S ISIN: XS1303921214, Common Code: 130392121; Rule 144A ISIN: US903724AP76, CUSIP: 903724AP7), (ii) U.S. Dollar 7.75 per cent. Notes due 2023 (Regulation S ISIN: XS1303921487, Common Code: 130392148; Rule 144A ISIN: US903724AQ59, CUSIP: 903724AQ5); (iii) U.S. Dollar 7.75 per cent. Notes due 2024 (Regulation S ISIN: XS1303925041, Common Code: 130392504; Rule 144A ISIN: US903724AR33, CUSIP: 903724AR3); (iv) U.S. Dollar 8.994 per cent. Notes due 2024 (Regulation S ISIN: XS1902171591, Common Code: 190217159; Rule 144A ISIN: US903724BW19, CUSIP: 903724BW1), (v) U.S. Dollar 7.75 per cent. Notes due 2025 (Regulation S ISIN: XS1303925470, Common Code: 130392547; Rule 144A ISIN: US903724AS16, CUSIP: 903724AS1), (vi) U.S. Dollar 7.75 per cent. Notes due 2026 (Regulation S ISIN: XS1303926528, Common Code: 130392652; Rule 144A ISIN: US903724AT98, CUSIP: 903724AT9), (vii) U.S. Dollar 7.75 per cent. Notes due 2027 (Regulation S ISIN: XS1303927179, Common Code: 130392717; Rule 144A ISIN: US903724AU61, CUSIP: 903724AU6), (viii) U.S. Dollar 9.750 per cent. Notes due 2028 (Regulation S ISIN: XS1902171757, Common Code: 190217175; Rule 144A ISIN: US903724BV36, CUSIP: 903724BV3), (ix) U.S. Dollar 6.876 per cent. Notes due 2029 (Regulation S ISIN: XS2010028699, Common Code: 201002869; Rule 144A ISIN: US90372UAR59, CUSIP: 90372UAR5), (x) U.S. Dollar 7.375 per cent. Notes due 2032 (Regulation S ISIN: XS1577952952, Common Code: 157795295; Rule 144A ISIN: US903724BM37, CUSIP: 903724BM3), (xi) U.S. Dollar 7.253 per cent. Notes due 2033 (Regulation S ISIN: XS2010030836, Common Code: 201003083; Rule 144A ISIN: US903724BY74, CUSIP: 903724BY7), (xii) Euro 6.75 per cent. Notes due 2026 (Regulation S ISIN: XS2015264778, Common Code: 201526477; Rule 144A ISIN: XS2015265072, Common Code: 201526507) and (xiii) Euro 4.375 per cent. Notes due 2030 (Regulation S ISIN: XS2010033343, Common Code: 201003334; Rule 144A ISIN: XS2010033186, Common Code: 201003318) issued by Ukraine (together, the “Securities”);
(b) you shall not pass on the Consent Solicitation Memorandum to third parties or otherwise make the Consent Solicitation Memorandum publicly available;
(c) you are a person to whom it is lawful to send the Consent Solicitation Memorandum and from whom it is lawful to solicit consents pursuant to the Consent Solicitation (as defined below) in accordance with applicable laws;
(d) you are (i) a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an institutional “accredited investor” as defined in Rule 501(a)(1), (2) (3) or (7) of Regulation D under the Securities Act or (ii) if outside the United States, a person to whom the consent solicitation, as specified in and on the terms and subject to the conditions set out in the Consent Solicitation Memorandum (the “Consent Solicitation”) can be lawfully made and that may lawfully participate in the Consent Solicitation in compliance with applicable laws of applicable jurisdictions;
(e) you consent to delivery of the Consent Solicitation Memorandum and any amendments or supplements thereto by electronic transmission to you;
(f) you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum); and
(g) you have understood and agree to the terms set forth herein.
THE CONSENT SOLICITATION MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY ANY SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE CONSENT SOLICITATION MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE IN THE RELEVANT COUNTRY.
You are reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not, nor are you authorised to, deliver the Consent Solicitation Memorandum, electronically or otherwise, to any other person.
The distribution of the attached Consent Solicitation Memorandum in certain jurisdictions may be restricted by law and persons into whose possession the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Consent Solicitation that would permit a public offering of securities.
If you have recently sold or otherwise transferred your entire holding of any series of Securities you should inform the Information and Tabulation Agent accordingly.
The materials relating to the Consent Solicitation do not constitute, and may not be used in connection with, an offer or consent solicitation in any place where offers or consent solicitations are not permitted by law. 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 communication and consequently none of the Consent Solicitation Agent, the Information and Tabulation Agent, Ukraine, the Trustee, the Fiscal Agent, the Paying Agent or the Registrar (each as defined in the Consent Solicitation Memorandum) or any person who controls such person, or, in each case, any director, officer, employee or agent of any such person or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any differences or discrepancies between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.
THE CONSENT SOLICITATION MEMORANDUM MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER THAT WOULD BE IN CONTRAVENTION OF ANY APPLICABLE LAWS. FAILURE TO COMPLY WITH THIS REQUIREMENT MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.