MEMO FOR THE HOLDERS OF THE EUROBONDS

In order to implement the Decree of the Council of Ministers of the Republic of Belarus and the National Bank of the Republic of Belarus dated September 26, 2022 No. 643/20 “On special transactions with government securities” the Ministry of Finance of the Republic of Belarus is offering to the holders of (hereinafter referred to as “Bondholders”)
Belarus-2031 XS2120882183 US07737JAD54 6,378%
Belarus-2030 XS1760804184 US07737JAC71 6,2%
Belarus-2027 XS1634369224 US07737JAA16 7,625%
Belarus-2026 XS2120091991 US07737JAE38 5,875%
Belarus-2023 XS1634369067 US07737JAB98 6,875%
(hereinafter referred to as “Eurobonds”)
the following possible options for fulfilling its obligations under the Eurobonds at the choice of the Bondholders.

N.B. The procedure applies to all Bondholders, regardless of their residence*.

For information concerning the applications call +375 17 375 32 24 or 373 32 15 or 364 83 00 or write to eurobonds@centraldepo.by (in Russian) (Central Securities Depository of the Republic of Belarus);

for additional information in English call +375 17 309 41 92 or write to eurobonds@minfin.gov.by (The Ministry of Finance of the Republic of Belarus);

for information on banking services call +375 17 218 84 31 (contact-center of JSC “JSB Belarusbank”) or write to eurobonds@belarusbank.by.

I. Replacing Eurobonds with domestic government bonds.

The maturity of these bonds corresponds to the remaining maturity of the respective Eurobonds.

The interest rates and dates of coupon payments correspond to the interest rates and dates of coupon payments of the respective Eurobonds.

The domestic bonds are denominated in US dollars, but payments (coupon, redemption) on them are made in Belarusian rubles at the official exchange rate of the National Bank of the Republic of Belarus on the date of payment to an account in a Belarusian bank.

To replace Eurobonds with domestic government bonds, the Bondholder shall:

1) open a “depo” account with Republican unitary enterprise “Central Securities Depository of the Republic of Belarus” (hereinafter referred to as “Depositary-agent”) (if no such account already exists);
- for individuals,
for legal entities,
- for legal entities being trust managers registered in the Republic of Belarus.

The pricing is according to the tariffs of the Depositary-agent
The documents can be submitted:
- in person,
- via courier,
- by mail.

2) open a current (settlement) account in Belarusian rubles in any Belarusian bank (if no such account already exists);
List of banks operating in the Republic of Belarus.
The pricing is according to the tariffs of each individual bank. The introduction of special reduced tariffs for the bondholders is being worked out.

3) download and fill out an application for replacement of debt obligations;

4) request from your servicing Depositary an account statement of the Eurobond holder's “depo” account or another document confirming the rights of the Bondholder to the specific number of Eurobonds, as well as indicating the absence of encumbrances (restrictions) on these rights; no more than 10 calendar days should elapse from the date of issue of this document;

5) prepare documents identifying the person claiming the rights to Eurobonds:
- an individual – a notarized copy of the passport or another identity document, with a signature of this individual; when representing the interests of an individual by power of attorney, this power of attorney or its notarized copy has to be presented as well;
- an individual entrepreneur – a notarized copy of the passport or another identity document, and registration documents;
- organizations, including those that are not legal entities, – notarized copies of constituent and registration documents, confirmation of the authority of the head/director/chief.

The documents should conform to the article 8 of the Law of the Republic of Belarus dated June 30, 2014 № 165-З “On measures of prevention of money laundering, financing of terrorist activities and proliferation of weapons of mass destruction”. If necessary, the Depositary-agent may request additional information (documents).

Documents issued or drawn up in foreign countries (outside of the Republic of Belarus) have to be legalized or apostilled. Please consult the Ministry of Foreign Affairs of your country or the Embassy / Consulate of the Republic of Belarus in your country to find out whether legalization or apostille is needed!

Documents drawn up in a foreign language must be accompanied by a translation into one of the official languages of the Republic of Belarus (Belarusian, Russian), certified by a notary or a diplomatic/consular institution of the Republic of Belarus in your country.

6) send the documents enumerated above to the Depositary-agent via mail/courier/in person/through a proxy to:
RUE «Republican Central Securities Depository»
Melnikajte str., 2
220004 Minsk
Republic of Belarus
If needed, send extra scanned copies of the documents by e-mail to eurobonds@centraldepo.by;

7) Upon receipt from the Depositary-agent of the confirmation of the possibility of making the exchange, instruct your Depositary/Broker to transfer your Eurobonds in accordance with the confirmation to the “depo” account of the Ministry of Finance opened with a foreign Depositary; instruct your Depositary/Broker to notify your clearing organization (Euroclear/Clearstream/DTC) about the exchange.

Bonds issued to replace Eurobonds are credited to the Bondholder's “depo” account with the Depositary-agent. The bonds are blocked until the cancellation of the corresponding Eurobonds is finalized.

Upon receipt of the Eurobonds to its “depo” account, the Issuer (Ministry of Finance) sends to the clearing organization a request to cancel the respective Eurobonds. The replacement of debt obligations is considered to have taken place after the Eurobonds are cancelled. In case of non-cancellation, the transaction is considered invalid, the Eurobonds are returned to the Bondholder's “depo” account, and the Bondholder shall instruct the Depositary-agent to return the local bonds to the Issuer.

 

II. Early redemption of the Eurobonds.

The early redemption of Eurobonds is carried out at a price of 30% of the face value (with a 70% discount).

Settlements are made in US dollars if there is a technical possibility. If not, they are made in Belarusian rubles to an account in a Belarusian bank at the rate of the National Bank of the Republic of Belarus on the date of payment.

To exercise an early redemption of the Eurobonds, the Bondholder shall:

1) consult with your servicing bank about the possibility of receiving an incoming transfer in US dollars from JSC "ASB Belarusbank";

2) open a current (settlement) account in Belarusian rubles in any Belarusian bank (if no such account already exists and/or your bank does not confirm that an incoming transfer in US dollars from JSC "ASB Belarusbank" is possible);
List of banks operating in the Republic of Belarus.
The pricing is according to the tariffs of each individual bank.

3) download and fill out an application for early redemption of the Eurobonds;

4) download and fill out a contract for early redemption of the Eurobonds in 2 copies;

5) request from your servicing Depositary an account statement of the Eurobond holder's “depo” account or another document confirming the rights of the Bondholder to the specific number of Eurobonds, as well as indicating the absence of encumbrances (restrictions) on these rights; no more than 10 calendar days should elapse from the date of issue of this document

6) prepare documents identifying the person claiming the rights to Eurobonds:
- an individual – a notarized copy of the passport or another identity document, with a signature of this individual; when representing the interests of an individual by power of attorney, this power of attorney or its notarized copy has to be presented as well;
- an individual entrepreneur – a notarized copy of the passport or another identity document, and registration documents;
- organizations, including those that are not legal entities, – notarized copies of constituent and registration documents, confirmation of the authority of the head/director/chief.

The documents should conform to the article 8 of the Law of the Republic of Belarus dated June 30, 2014 № 165-З “On measures of prevention of money laundering, financing of terrorist activities and proliferation of weapons of mass destruction”. If necessary, the Depositary-agent may request additional information (documents).
Documents issued or drawn up in foreign countries (outside of the Republic of Belarus) have to be legalized or apostilled. Please consult the Ministry of Foreign Affairs of your country or the Embassy / Consulate of the Republic of Belarus in your country to find out whether legalization or apostille is needed!
Documents drawn up in a foreign language must be accompanied by a translation into one of the official languages of the Republic of Belarus (Belarusian, Russian), certified by a notary or a diplomatic/consular institution of the Republic of Belarus in your country.

7) send the documents enumerated above to the Depositary-agent via mail/courier/in person/through a proxy to:
RUE «Republican Central Securities Depository»
Melnikajte str., 2
220004 Minsk
Republic of Belarus
If needed, send extra scanned copies of the documents by e-mail to eurobonds@centraldepo.by;

8) Upon receipt from the Depositary-agent of confirmation of the possibility of making the early redemption, instruct your Depositary/Broker to transfer your Eurobonds in accordance with the contract for early redemption to the “depo” account of the Ministry of Finance opened with a foreign Depositary; instruct your Depositary/Broker to notify your clearing organization (Euroclear/Clearstream/DTC) about the early redemption.

 

III. Receiving the coupon payments previously transferred to the paying agent and not received by the Bondholders.

To receive payments on Eurobonds made by the Ministry of Finance according to the emission documentation in June (Belarus-2027 - on June 29, 2022) and August 2022 (Belarus-2026 and Belarus-2031 – on August 24, 2022, Belarus-2023 and Belarus-2030 - on August 29, 2022), the Bondholder shall:

1) open a current (settlement) account in Belarusian rubles in any Belarusian bank (if no such account already exists);
List of banks operating in the Republic of Belarus.
The pricing is according to the tariffs of each individual bank.

2) download and fill out an application for receiving the previously transferred coupon payments in Belarusian rubles;

3) request from your servicing Depositary an account statement of the Eurobond holder's “depo” account or another document confirming the rights of the Bondholder to the specific number of Eurobonds, as well as indicating the absence of encumbrances (restrictions) on these rights; the date of the statement should be of the last business day preceding the date of the missed coupon payment;

4) prepare documents identifying the person claiming the rights to Eurobonds:
- an individual – a notarized copy of the passport or another identity document, with a signature of this individual; when representing the interests of an individual by power of attorney, this power of attorney or its notarized copy has to be presented as well;
- an individual entrepreneur – a notarized copy of the passport or another identity document, and registration documents;
- organizations, including those that are not legal entities, – notarized copies of constituent and registration documents, confirmation of the authority of the head/director/chief.

The documents should conform to the article 8 of the Law of the Republic of Belarus dated June 30, 2014 № 165-З “On measures of prevention of money laundering, financing of terrorist activities and proliferation of weapons of mass destruction”. If necessary, the Depositary-agent may request additional information (documents).
Documents issued or drawn up in foreign countries (outside of the Republic of Belarus) have to be legalized or apostilled. Please consult the Ministry of Foreign Affairs of your country or the Embassy / Consulate of the Republic of Belarus in your country to find out whether legalization or apostille is needed!
Documents drawn up in a foreign language must be accompanied by a translation into one of the official languages of the Republic of Belarus (Belarusian, Russian), certified by a notary or a diplomatic/consular institution of the Republic of Belarus in your country.

5) send the documents enumerated above to the Depositary-agent via mail/courier/in person/through a proxy to:
RUE «Republican Central Securities Depository»
Melnikajte str., 2
220004 Minsk
Republic of Belarus
If needed, send extra scanned copies of the documents by e-mail to eurobonds@centraldepo.by;

The Payments shall be made in Belarusian rubles at the exchange rate of the National Bank of the Republic of Belarus as of the date of transfer of funds by the Ministry of Finance to JSC«JSB Belarusbank» (June 29, August 24 and August 29, 2022, respectively).


Please, fill out an individual application form for each Eurobond issue you haven’t received coupon payment in June-August 2022, using a form filling instrument of your PDF viewer.

In the event that the options for exchange/early redemption of Eurobonds turn out to be unfeasible due to sanctions’ restrictions, the Bondholders have an option to receive coupon and redemption payments of the Eurobonds in Belarusian rubles.

IV. Coupon and redemption payments of the Eurobonds in Belarusian rubles.

The payment of coupon income and redemption of Eurobonds in Belarusian rubles is carried out to an account in a Belarusian bank at the rate of the National Bank of the Republic of Belarus on the date of payment.

The Bondholder shall:

1) open a current (settlement) account in Belarusian rubles in any Belarusian bank (if no such account already exists);
List of banks operating in the Republic of Belarus.
The pricing is according to the tariffs of each individual bank.

2) download and fill out an application for payments in Belarusian rubles;

3) download and fill out a contract for payments in Belarusian rubles in 3 copies (the third copy is for the Depositary-agent);

4) request from your servicing Depositary an account statement of the Eurobond holder's “depo” account or another document confirming the rights of the Bondholder to the specific number of Eurobonds, as well as indicating the absence of encumbrances (restrictions) on these rights; no more than 10 calendar days should elapse from the date of issue of this document

5) prepare documents identifying the person claiming the rights to Eurobonds:
- an individual – a notarized copy of the passport or another identity document, with a signature of this individual; when representing the interests of an individual by power of attorney, this power of attorney or its notarized copy has to be presented as well;
- an individual entrepreneur – a notarized copy of the passport or another identity document, and registration documents;
- organizations, including those that are not legal entities, – notarized copies of constituent and registration documents, confirmation of the authority of the head/director/chief.

The documents should conform to the article 8 of the Law of the Republic of Belarus dated June 30, 2014 № 165-З “On measures of prevention of money laundering, financing of terrorist activities and proliferation of weapons of mass destruction”. If necessary, the Depositary-agent may request additional information (documents).
Documents issued or drawn up in foreign countries (outside of the Republic of Belarus) have to be legalized or apostilled. Please consult the Ministry of Foreign Affairs of your country or the Embassy / Consulate of the Republic of Belarus in your country to find out whether legalization or apostille is needed!
Documents drawn up in a foreign language must be accompanied by a translation into one of the official languages of the Republic of Belarus (Belarusian, Russian), certified by a notary or a diplomatic/consular institution of the Republic of Belarus in your country.

6) send the documents enumerated above to the Depositary-agent via mail/courier/in person/through a proxy to:
RUE «Republican Central Securities Depository»
Melnikajte str., 2
220004 Minsk
Republic of Belarus
If needed, send extra scanned copies of the documents by e-mail to eurobonds@centraldepo.by


According to the Chisinau Convention on Legal Assistance (2002), legalization/apostille of documents from the following countries is not required: Republic of Armenia, Republic of Azerbaijan, Republic of Belarus, Georgia, Republic of Kazakhstan, Kyrgyz Republic, Republic of Moldova, Russian Federation, Republic of Tajikistan and Ukraine. If the documents are not in Russian/Belarusian, a notarized translation is required.

* the possibility of payments through the National Settlement Depository and other Russian depositaries is being worked out

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