Tender Offer

Serbia (Republic of)

28 April 2026

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "INVITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

LEI NUMBER: 254900W94OCY91V32O78

28 April 2026

THE REPUBLIC OF SERBIA ANNOUNCES AN INVITATION FOR OFFERS TO TENDER ITS €2,000,000,000 3.125 PER CENT. NOTES DUE 2027

The Republic of Serbia (the "Republic") (represented by the Government of the Republic of Serbia, acting by and through the Ministry of Finance) today announces its invitation to eligible holders (subject to the invitation and distribution restrictions referred to below) of its outstanding €2,000,000,000 3.125 per cent. Notes due 2027 (the "Notes") to tender their Notes for purchase by the Republic for cash up to the Maximum Acceptance Amount (as defined below), subject to the satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions described in the Tender Offer Memorandum (as defined below) (the "Invitation").

The Invitation is made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 28 April 2026 (the "Tender Offer Memorandum") including the invitation and distribution restrictions set out therein.

Copies of the Tender Offer Memorandum are available from the Tender and Information Agent as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Description of Notes	ISIN	Outstanding Nominal Amount1	Maturity Date	Purchase Price2	Maximum Acceptance Amount3
€2,000,000,000 3.125 per cent. Notes due 2027 issued by the Republic	Reg S: XS2170186923; Rule 144A: XS2170187145	€2,000,000,000	15 May 2027	€1,000 per €1,000 in nominal amount of the Notes accepted for purchase	Subject as set out in the Tender Offer Memorandum and as described herein, €1,000,000,000 in aggregate nominal amount of the Notes

_____________________

¹          As at 28 April 2026.

²          Accrued Interest (as defined herein) shall be paid in addition to the Purchase Price.

3          Subject to applicable law, the Republic expressly reserves the right in its sole and absolute discretion to increase or decrease the Maximum Acceptance Amount.

Rationale for the Invitation

The Republic is making the Invitation (subject to the New Financing Condition) in order to manage the upcoming redemption of the Notes and its overall debt maturity profile. The Republic intends to finance the payments of the Purchase Price and Accrued Interest in relation to the Notes validly tendered and accepted for purchase with the proceeds of the New Notes (as defined below) as well as funds from the Republic's budget. All Notes purchased by the Republic pursuant to the Invitation will be cancelled and will not be re-issued or re-sold.

New Financing Condition

The Republic announced on 28 April 2026 its intention to issue new euro-denominated and U.S. dollar-denominated notes under its global medium term note programme (the "GMTN Programme"), subject to market conditions (any such notes, the "New Notes" and such issuance, the "New Notes Offering"). Whether the Republic will accept and settle the purchase of Notes validly tendered in the Invitation is subject (unless such condition is waived by the Republic in its sole and absolute discretion), without limitation, to the successful completion of the issue of the New Notes (as determined by the Republic in its sole and absolute discretion) on terms satisfactory to the Republic (in its sole and absolute discretion), in order to enable it to finance, in whole or in part, the Purchase Price of the Notes validly tendered in the Invitation (the "New Financing Condition"). Even if the New Financing Condition is satisfied, the Republic is not under any obligation to accept for purchase any Notes tendered pursuant to the Invitation.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy or sell, or a solicitation of an offer to sell or buy, any New Notes in the United States. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, 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.

Any investment decision to purchase any New Notes should be made solely based on information contained in the base offering memorandum in relation to the Republic's GMTN Programme dated 27 April 2026 (the "Base Offering Memorandum") by the Republic together with the final terms to be prepared by the Republic in connection with the New Notes Offering (the "Final Terms"). Subject to compliance with all applicable securities laws and regulations, the Base Offering Memorandum is, and the Final Terms will be, available from the Dealer Managers (in their capacity as joint lead managers (each a "Joint Lead Manager") for the New Notes Offering) on request subject to the offering and sale restrictions applicable thereto.

The manufacturer target market (MiFID II / UK MiFIR Product Governance) for the New Notes is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) has been prepared as not available to retail in EEA (each, as defined in the defined in the Base Offering Memorandum).

Priority in allocation of any New Notes

The Republic intends, in connection with allocations of the New Notes, to consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to tender Notes pursuant to the Invitation, and, if so, the aggregate nominal amount of Notes tendered or intended to be tendered by such investor. When considering allocations of any New Notes, the Republic intends to give preference to those investors who, prior to such allocation (which may be before the Expiration Deadline), have tendered, or indicated to the Republic or a Dealer Manager their firm intention to tender, Notes. Any such preference will, subject to the sole and absolute discretion of the Republic, be applicable up to the aggregate nominal amount of Notes tendered or firmly indicated to be tendered by such Noteholder pursuant to the Invitation. However, the Republic is not obliged to allocate any New Notes to an investor which has validly tendered or indicated a firm intention to tender Notes pursuant to the Invitation.

A Noteholder who is eligible and wishes to subscribe for any New Notes in addition to tendering its Notes for purchase pursuant to the Invitation will be required to make a separate application for the purchase of such New Notes to any Joint Lead Manager of the issue of the New Notes in accordance with the standard new issue procedures of such Joint Lead Manager. A Noteholder, if it so wishes, may elect to subscribe for any New Notes in an aggregate nominal amount exceeding the aggregate nominal amount of Notes which are the subject of such Noteholder's Tender Instruction or firm intention to tender.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Invitation and any Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Invitation should therefore provide, as soon as practicable and prior to the allocation of the New Notes, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Invitation and the quantum of Notes that it intends to tender.

Neither this announcement nor the Tender Offer Memorandum is an offer to sell or a solicitation of an offer to buy any New Notes. Any allocation of any New Notes, while being considered by the Republic as set out above, will be made in accordance with customary new issue allocation processes and procedures and Noteholders should contact a Dealer Manager for further information in this regard, including any relevant deadlines.

In the event that a Noteholder validly tenders Notes pursuant to the Invitation, such Notes will remain subject to such tender and the conditions of the Invitation as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of any New Notes for which it has applied.

Notwithstanding any other provisions of the Tender Offer Memorandum, the aggregate nominal amount of any New Notes, if any, for which allocation preference will be given to any Noteholder will be subject to the sole and absolute discretion of the Republic.

For the avoidance of doubt, the ability to purchase New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder) and the selling restrictions set out in the Base Offering Memorandum. In particular, Noteholders in the United States must be qualified institutional buyers (within the meaning of, and pursuant to, Rule 144A) in order to be eligible to purchase New Notes.

It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes before registering its interest with, and making an application to, a Dealer Manager (in its capacity as a Joint Lead Manager of the issue of the New Notes) for the purchase of the New Notes. Any failure to validly submit a Tender Instruction (including as a result of such Noteholder being ineligible to be offered or to be sold the New Notes in accordance with any applicable securities laws and regulations), or any failure of such Noteholder to make an application to a Dealer Manager (in its capacity as a Joint Lead Manager of the issue of the New Notes) for the purchase of the New Notes in accordance with the standard new issue procedures of the relevant Joint Lead Manager of the issue of the New Notes, will result in no priority being given in respect of such Tender Instruction.

Maximum Acceptance Amount and Proration Factor

Subject to the satisfaction or waiver of the New Financing Condition, if the Republic decides to accept for purchase valid tenders of the Notes pursuant to the Invitation, the Republic intends to accept an aggregate amount of Notes for purchase up to €1,000,000,000 (the "Maximum Acceptance Amount"). Subject to applicable law, the Republic expressly reserves the right, in its sole and absolute discretion, to increase or decrease the Maximum Acceptance Amount.  

In the event that the aggregate nominal amount of the Notes validly tendered exceeds the Maximum Acceptance Amount, such tenders of Notes will be subject to the proration procedures described in the Tender Offer Memorandum.

Participation in the Invitation

In order to participate in and be eligible to receive the Purchase Price and the Accrued Interest Payment pursuant to the Invitation, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by the Expiration Deadline.

A separate Tender Instruction must be completed on behalf of each beneficial owner.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of €100,000 and in integral multiples of €1,000 thereafter.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Republic is not under any obligation to accept for purchase any Notes tendered pursuant to the Invitation. Tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Republic for any reason and the Republic is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.

Expected Timetable of Events

The times and dates below are indicative only.

Events	Expected Times and Dates
	(All times are London time)
Commencement Date	28 April 2026
Announcement of the Invitation distributed via the Clearing Systems and published by way of announcement on a Notifying News Service and via the RNS. Tender Offer Memorandum made available to Noteholders from the Tender and Information Agent. Announcement of the potential issue of New Notes.
Pricing of the New Notes	Expected to be prior to the Expiration Deadline.
Expiration Deadline	4:00 p.m. on 6 May 2026
Deadline for receipt of valid Tender Instructions by the Tender and Information Agent in order for Noteholders to be able to participate in the Invitation.
Results Announcement Date	7 May 2026
Announcement of: (i)            the aggregate nominal amount of validly tendered Notes to be accepted for purchase (subject only to satisfaction or waiver (in the sole and absolute discretion of the Republic) of the New Financing Condition on or prior to the Settlement Date); (ii)           the Proration Factor (if applicable); (iii)          the nominal amount of Notes that will remain outstanding following settlement of the Invitation, distributed via the Clearing Systems and published by way of announcement on a Notifying News Service and via the RNS.
Settlement Date	Expected to be on 8 May 2026
Subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, payment of the Purchase Price and Accrued Interest in respect of any Notes validly tendered and accepted for purchase pursuant to the Invitation.

The above times and dates are subject to the right of the Republic to extend, re-open, amend, and/or terminate the Invitation (subject to applicable law and as provided in the Tender Offer Memorandum).

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Invitation by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Invitation will be by the issue of a press release through RNS and by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants. Such announcements may also made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender and Information Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender and Information Agent for the relevant announcements during the course of the Invitation. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Invitation.

BNP Paribas, Deutsche Bank AG Aktiengesellschaft, Merrill Lynch International, Morgan Stanley & Co. International plc and UniCredit Bank GmbH are acting as Dealer Managers and Kroll Issuer Services Limited is acting as Tender and Information Agent.

Dealer Managers

BNP PARIBAS 16, boulevard des Italiens 75009 Paris France Attention: Liability Management Group Telephone: [phone] Email: [e-mail]	Deutsche Bank AG Aktiengesellschaft Mainzer Landstr. 11-17 60329 Frankfurt am Main Germany Attention: Liability Management Telephone: [phone]
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Attention:  Liability Management Group London: [phone] Email:  [e-mail]	Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Attention: Liability Management Team, Global Capital Markets Telephone: [phone] Email: [e-mail]
UniCredit Bank GmbH Arabellastraße 12 81925 Munich Germany Attention: Liability Management Telephone: [phone] Email: [e-mail]

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender and Information Agent. Copies of the Tender Offer Memorandum or related documents may also be obtained, free of charge, from the Tender and Information Agent.

Tender and Information Agent

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone:  [phone]

Attention: Arlind Bytyqi

Email: [e-mail]

Invitation Website: https://deals.is.kroll.com/serbia

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No invitation to acquire the Notes is being made pursuant to this announcement. Any such invitation is only being made in the Tender Offer Memorandum and any such acquisition or acceptance of the Invitation should be made solely on the basis of information contained in the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Invitation. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Invitation. The Dealer Managers do not take responsibility for the contents of this announcement and none of the Republic, the Dealer Managers or the Tender and Information Agent or any of their respective directors, employees or affiliates makes any representation or recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Invitation.

INVITATION AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Invitation will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates (as defined in Rule 405 of the U.S. Securities Act of 1933, as amended (the "Securities Act")) is such a licensed broker or dealer in any such jurisdiction, the Invitation shall be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Republic in such jurisdiction.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

In addition, each Noteholder participating in the Invitation will also be deemed to give certain representations in respect of the jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Invitation from a Noteholder that is unable to make these representations will not be accepted. Each of the Republic, the Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Invitation, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Republic determines (for any reason) that such representation is not correct, such tender shall not be accepted. The acceptance of any tender shall not be deemed to be a representation or a warranty by any of the Republic, the Dealer Managers or the Tender and Information Agent that it has undertaken any such investigation and/or that any such representation to any person underwriting any such Notes is correct.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Republic, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.

The communication of such documents and/or materials may be exempt from the restriction on financial promotion under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order. Any investment or investment activity to which this announcement or the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

France

The Invitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Invitation has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), with the exception of individuals, within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Invitation.

Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Invitation has been or will be submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of this announcement, the Invitation, the Tender Offer Memorandum or any other document or materials relating to the Invitation have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Invitation is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Invitation through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Invitation or the Tender Offer Memorandum.

 

END