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IMPORTANT NOTICE
IMPORTANT: You
must read the following disclaimer before continuing.
The following disclaimer applies to the Offer Document, whether received by e-mail or otherwise received as a result of electronic communication, and you are
therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached document. In accessing the Offer
Document, you agree to be bound by the following terms and conditions, including any modifications made to them from time to time, each time you receive any
information from us at any time. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer Document.
The Offer Document should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever. Failure to comply with these
instructions may result in a violation of the applicable laws and regulations of the United States or other jurisdictions.
Confirmation of your representation:
By accessing the Offer Document you shall be deemed to have represented to Panama, to the Dealer Managers and the Tender and Information Agent, that:
(i)
you are a holder or a beneficial owner of Bonds;
(ii)
you are not a person to whom it is unlawful to send the attached Offer Document or to make an Offer to under applicable laws and regulations including those
outlined in the section entitled Jurisdictional Restrictions;
(iii)
you have made all the representations of this Offer Document. See Holders Representations, Warranties and Undertakings.
(iv)
you are not located or resident in the United Kingdom or, if you are located or resident in the United Kingdom, you are a person falling within the definition of
investment professional (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Order)),
or a high net worth entity or another person to whom this Offer may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order;
(v)
you are not a Sanctions Restricted Person (as defined herein); and
(vi)
you consent to delivery of the Offer Document to you by electronic transmission.
The Offer 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 transmission, and consequently none of Panama, the Dealer Managers, the Tender and Information Agent or any person who controls, or is a director,
officer, employee or agent, of any of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference
between the Offer Document distributed to you in electronic format and the hard copy version available to you on request from the Tender and Information Agent at
the address specified on the back cover of the attached Offer Document.
You are reminded that the Offer Document has been delivered to you on the basis that you are a person into whose possession the Offer Document may lawfully be
delivered in accordance with the laws of the jurisdiction in which you are located or resident. You may not, nor are you authorized to, deliver, transmit,
forward or otherwise distribute the Offer Document, directly or indirectly, to any other person.
The materials relating to the Offer to which the Offer Document relates do not constitute, and may not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and one of the
Dealer Managers or any of their affiliates is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or
affiliate on behalf of Panama in that jurisdiction.
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. Securities may not be offered or sold in
the United States absent registration or an exemption from registration, and any public offering of securities to be
made in the United States will be made by means of a prospectus. The New Bonds Offering will be made solely by
means of a prospectus relating to that offering and will settle after the settlement for the Old Bonds.
Panama has filed a registration statement (including the prospectus) and a preliminary prospectus supplement with the
U.S. Securities and Exchange Commission (SEC) for the New Bonds Offering. Before investing in the New Bonds
Offering, you should read the preliminary prospectus supplement, the prospectus in that registration statement and
other documents Panama has filed with the SEC for more complete information about Panama and such New Bonds Offering.
You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov.
Alternatively, the underwriters for the New Bonds Offering, the Dealer Managers or the Information Agent, as the case
may be, will arrange to send you the preliminary prospectus supplement and the prospectus if you request it by
calling any one of them at the numbers specified on the inside back cover of this Offer Document.
Neither the communication of this Offer Document nor any other offer material relating to the Offer is being made,
and this Offer Document has not been approved, by an authorized person for the purposes of section 21 of the FSMA.
Accordingly, this Offer Document is not being distributed to, and must not be passed on to, the general public in the
United Kingdom. Rather, the communication of this Offer Document as a financial promotion is being made to, and is
directed only at: (a) persons outside the United Kingdom; (b) those persons falling within the definition of
investment professionals (contained in Article 19(5) of the Order); or (c) high net worth entities or other persons
to whom it may be lawfully communicated falling within Article 49(2)(a) to (d) of the Order (all such persons together
being relevant persons).
This Offer Document is only available to relevant persons and the transactions contemplated herein will be available
only to, or engaged in only with relevant persons, and this financial promotion must not be relied or acted upon
by persons other than relevant persons.
You must comply with all laws that apply to you in any place in which you possess this Offer Document.
You must also obtain any consents or approvals that you need in order to accept this Offer and tender Old Bonds.
None of Panama, the Dealer Managers, or the Information Agent or Tender Agent is responsible for your compliance with
these legal requirements. It is important that you read Jurisdictional Restrictions.
By clicking "I AGREE"
below, you acknowledge that you are a Person with Interest in the
Bonds entitled to view the contents of
this website and you acknowledge and agree to the terms and
conditions set forth above. Specifically, by clicking "I AGREE"
below, you acknowledge that you are a person into whose possession
the Offer Document may be lawfully delivered in accordance
with the laws of the jurisdiction in which you are located. If you
are not a Person with Interest in the Bonds, or you do not so acknowledge and agree, you are not
entitled to enter website. If this is the case you must leave the
website by clicking "I DISAGREE" below.
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