Government of Barbados announcement supplemental to its announcement dated 9 September 2022

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

BRIDGETOWN, Barbados, Sept. 12, 2022 /PRNewswire/ -- This announcement is a supplement to the announcement of the Government of Barbados (the "Offeror") dated 9 September 2022 to make the below clarification.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum dated 9 September.

The Offeror wishes to clarify that, pursuant to the Conditions, Notes repurchased following completion of the Offer may only be cancelled by the Offeror on or after 1 October 2024. Prior to 1 October 2024, the Offeror may hold, reissue or resell the repurchased Notes. A proposal to cancel the Notes prior to 1 October 2024 would require an extraordinary resolution of the Noteholders to be passed.

All documentation relating to the Offer including the Tender Offer Memorandum and any amendments or supplements thereto will be available to Noteholders via the website for the Offer accessible at: www.dfking.com/barbados. The Offer is subject to offer and distribution restrictions in, among other countries, the United Kingdom, Italy and Belgium, as described below.

Disclaimer

This supplemental announcement does not contain the full terms and conditions of the Offer. The terms and conditions of the Offer are contained in the Tender Offer Memorandum, and are subject to the Offer and distribution restrictions set out below and more fully described therein.

Further information

Credit Suisse Securities (USA) LLC and CIBC World Markets Corp. have been appointed by the Offeror to serve as dealer managers (the "Dealer Managers") for the Offer. D.F. King (the "Information and Tender Agent") has been appointed by the Offeror to act as the information and tender agent in connection with the Offer.

For additional information regarding the terms of the Offer, please contact Credit Suisse Securities (USA) LLC by telephone at (800) 820-1653; Collect: (212) 538-2147 and by email at [email protected] and CIBC World Markets Corp. by telephone at (212) 455-6427 by email at [email protected].

Requests for documents and questions regarding the tender of Notes may be directed to the Information and Tender Agent D.F. King & Co., Inc. via:

Banks & Brokers Call: (212) 269-5550

Toll free: (866) 342-4881

Email: [email protected]

A copy of the Tender Offer Memorandum is available on the tender offer website accessible at www.dfking.com/barbados.

Neither this supplemental announcement nor the Tender Offer Memorandum constitutes an offer to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or for there to be such participation under applicable securities laws. 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.

Nothing in this supplemental 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.

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer are 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 (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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing creditors of the Offeror within Article 43(2) of the FSMA (Financial Promotion) Order 2005, as amended, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been, or will be, submitted to or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on takeover bids (loi relative aux offres publiques d'acquisition/wet op de openbare overnamebiedingen), as amended or replaced from time to time.

Accordingly, the Offer may not be, and are not being advertised, and the Tender Offer Memorandum, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium, other than those who qualify as qualified investors (investisseurs qualifiés/qekwalificeerde beleggers), within the meaning of Article 2, e), of the Prospectus Regulation acting on their own account. Accordingly, the information contained in the Tender Offer Memorandum or in any brochure or any other document or material relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium.

The Tender Offer Memorandum and any other documents or materials relating to the Offer are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Regulation in France. Each person in France who receives any communication in respect of the Offer contemplated in the Tender Offer Memorandum and any other documents or materials relating to the Offer will be deemed to have represented, warranted and agreed to and with the Dealer Managers and the Offeror that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

In any European Economic Area ("EEA") Member State, this announcement and the Tender Offer Memorandum are only addressed to, and are only directed at, "qualified investors" (as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation")) in that Member State.

Each person in a Member State of the EEA who receives any communication in respect of the Offer contemplated in this supplemental announcement and the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Offeror that it is a qualified investor within the meaning of the Prospectus Regulation.

SOURCE Government of Barbados