Black Sea Trade and Development Bank

IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR 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, whether received by e‑mail or otherwise received as a result of electronic communication and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the attached document.  In accessing the attached 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 Black Sea Trade and Development Bank, as the issuer (the “Issuer”), D.F. King, as Tender Agent (the “Tender Agent”), Société Générale, as dealer manager (the “Dealer Manager”) or otherwise as a result of such access.  Terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the attached Tender Offer Memorandum.

THE ATTACHED TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY BENEFICIAL OWNER OF NOTES (DEFINED BELOW) LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS TENDER OFFER MEMORANDUM.  ANY SUCH FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED.  FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND REGULATIONS.

Confirmation of your representation:  You have been sent the attached Tender Offer Memorandum at your request on the basis that you have confirmed and are deemed to represent to the Issuer, the Dealer Manager and the Tender Agent that:

1. you are a holder or a beneficial owner of the U.S.$550,000,000 3.5 per cent. Notes due 2024 issued by the Issuer (ISIN: XS2018639539);
   you are not a person to whom it is unlawful to send the attached Tender Offer Memorandum or to make an invitation under the Tender Offer under applicable laws and regulations including the Offer Restrictions;
2. neither you nor any beneficial owner of the Notes nor any other on whose behalf you are acting, either directly or indirectly, is located or resident in the United States or is a U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended);
   you consent to delivery of the attached Tender Offer Memorandum by electronic transmission;
3. the email address that you have given us and to which the attached Tender Offer Memorandum has been delivered is not located in the United States or another jurisdiction where such delivery is unlawful;
   and you are not a Sanctions Restricted Person.

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 electronic transmission and consequently none of the Issuer, the Dealer Manager, the Tender Agent or any person who controls, or is a 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 Manager or the Tender Agent.

You are reminded that the attached Tender Offer Memorandum has been delivered to you on the basis that you are a person into whose possession this Tender Offer Memorandum may lawfully be 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, transmit, forward or otherwise distribute this Tender Offer Memorandum, directly or indirectly, to any other person.

Any materials relating to the Tender 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 Tender Offer be made by a licensed broker or dealer and the Dealer Manager or any of its respective affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

Restrictions:  Nothing in the attached Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.

The attached Tender Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.

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