IMPORTANT NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM.
IMPORTANT: You must read the following disclaimer before continuing.
The following disclaimer applies to the attached tender offer memorandum (the Tender Offer Memorandum) and you are therefore required to read this
disclaimer page carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing, reading or making any
other use of the Tender Offer Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from
time to time, each time you receive any information from The Government of Barbados in its capacity as offeror (the Offeror),
J.P. Morgan Securities LLC and Standard Chartered Bank (each a Dealer Manager and together, the Dealer Managers) and/or D.F. King & Co., Inc.
(the Information and Tender Agent) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the
meaning given to them in the Tender Offer Memorandum.
THE TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED BY THE RECIPIENT TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS LAWFUL TO SEND THE TENDER OFFER MEMORANDUM.
ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND REGULATIONS OF CERTAIN JURISDICTIONS.
Confirmation of your representation:
You have been sent the Tender Offer Memorandum at your request and on the following basis, and by accessing the Tender Offer Memorandum, you shall
be deemed to have represented to the Offeror, the Dealer Managers and the Information and Tender Agent that:
(a) you are a holder or a beneficial owner of the notes of the Offeror set forth in the table on page iii below;
(b) you are not a Sanctioned Person (as defined in the Tender Offer Memorandum);
(c) you are a person to whom it is lawful, in accordance with the applicable laws of the jurisdiction in which you are located or resident, and in
accordance with the Offer and Distribution Restrictions (set out in Offer and Distribution Restrictions), to send the Tender Offer
Memorandum or to make an invitation to tender such Notes for purchase by the Offeror for cash (the Offer); and
(d) you consent to delivery of the Tender Offer Memorandum to you by electronic transmission.
The attached Tender Offer Memorandum 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 the Offeror, the Dealer Managers, the Information and Tender Agent
or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility
whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version
available to you on request from the Dealer Managers or the Information and Tender Agent.
You are otherwise reminded that the Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the
Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you
may not, nor are you authorised to, deliver the Tender Offer Memorandum to any other person.
Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place
where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer
and the Dealer Managers or any of their affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be
made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Unless the context otherwise requires, all references in this Tender Offer Memorandum to:
(a) a Noteholder or holder of Notes (Noteholder) include:
(i) each person who is shown in the records of DTC, Euroclear or Clearstream (each, as defined below) as a Noteholder;
(ii) any broker, dealer, commercial bank, trust company or other nominee or custodian who holds Notes;
(iii) each person who is holding any Note outside of the relevant Clearing System (as defined below), in definitive form, as the case may be; and
(iv) each beneficial owner of Notes holding such Notes, directly or indirectly, in accounts in the name of a Direct Participant (as defined below) acting on the beneficial owners behalf,
except that for the purposes of any payment to a Noteholder pursuant to the Offer of the Purchase Price and Accrued Interest Payment, as applicable,
in respect of the relevant Notes, such payment will only be made by the relevant Clearing System to the relevant Direct Participant and the making
of such payment by or on behalf of the Offeror to such Clearing System will satisfy the obligations of the Offeror and such Clearing System in
respect of the purchase of such Notes, as applicable; and
(b) U.S. dollar and U.S.$ are to the currency of the United States of America, its territories and possessions, any state of the United States of America and
the District of Columbia.
In this Tender Offer Memorandum headings and sub-headings are for ease of reference and shall not affect the construction or interpretation of any provision
of this Tender Offer Memorandum.
Restrictions: Nothing in this electronic transmission constitutes (i) 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 or (ii) an offer to sell securities in the United States or any other jurisdiction.
In order to be eligible to view the Tender Offer Memorandum or make an investment decision with respect to the Offer, you must be able to participate lawfully in
the Offer.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes
are required by the Offeror, the Dealer Managers, and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
This Tender Offer Memorandum does not constitute an invitation to participate in the Offer (as defined herein) in or from any jurisdiction in or
from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The
distribution of this document in certain jurisdictions may be restricted by law. See Offer and Distribution Restrictions on the next page.
Persons into whose possession this document comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent (each as
defined herein) to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be
taken in any jurisdiction by the Offeror, the Dealer Managers or the Information and Tender Agent.
By clicking "I AGREE" below, you acknowledge that you are a Person with Interest in the Notes 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 to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in
which you are located and make all the Holders' Representations, Warranties and Undertakings. If you are not a Person with Interest in the Notes,
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.
