(together, the “Notes”) and U.S.$3,119,672,000 GDP-linked Securities (the “GDP-linked Securities”

 UKRAINE (“Ukraine” or the “Issuer”) (Represented by the Minister of Finance of Ukraine acting upon instructions of the Cabinet of Ministers of Ukraine) U.S.$1,614,624,000 7.75 per cent. Notes due 2019 (the “Series No. 1 Notes”) U.S.$1,706,530,000 7.75 per cent. Notes due 2020 (the “Series No. 2 Notes”) U.S.$1,377,761,000 7.75 per cent. Notes due 2021 (the “Series No. 3 Notes”) U.S.$1,354,820,000 7.75 per cent. Notes due 2022 (the “Series No. 4 Notes”) U.S.$1,330,114,000 7.75 per cent. Notes due 2023 (the “Series No. 5 Notes”) U.S.$1,315,072,000 7.75 per cent. Notes due 2024 (the “Series No. 6 Notes”) U.S.$1,306,032,000 7.75 per cent. Notes due 2025 (the “Series No. 7 Notes”) U.S.$1,295,404,000 7.75 per cent. Notes due 2026 (the “Series No. 8 Notes”) U.S.$1,286,228,000 7.75 per cent. Notes due 2027 (the “Series No. 9 Notes”) (together, the “Notes”) and U.S.$3,119,672,000 GDP-linked Securities (the “GDP-linked Securities” and, together with the Notes, the “Securities”) The issuance of the Securities was duly authorised by Ukraine pursuant to the Resolution of the Cabinet of Ministers of Ukraine No. 912 dated 11 November 2015 (as amended by the Resolution of the Cabinet of Ministers of Ukraine No. 1040 dated 18 December 2015) “On Settlement of Transactions in 2015 with Sovereign and Sovereign Guaranteed Debt for Purposes of Its Restructuring and Partial Write-off”. The Notes were issued by Ukraine pursuant to a trust deed between Ukraine and BNY Mellon Corporate Trustee Services Limited as trustee (the “Notes Trustee”) dated 12 November 2015 (as supplemented by a supplemental trust deed dated 22 December 2015 (the “First Supplemental Notes Trust Deed”), and a second supplemental trust deed dated 12 February 2016 (the “Second Supplemental Notes Trust Deed”)) (the “Notes Trust Deed”). The GDP-linked Securities were issued by Ukraine pursuant to a trust deed between Ukraine and BNY Mellon Corporate Trustee Services Limited as trustee (the “GDP-linked Securities Trustee” and, together with the Notes Trustee, the “Trustees”) dated 12 November 2015 (as supplemented by a supplemental trust deed dated 22 December 2015 (the “First Supplemental GDP-linked Securities Trust Deed”), and a second supplemental trust deed dated 12 February 2016 (the “Second Supplemental GDP-linked Securities Trust Deed”)) (the “GDP-linked Securities Trust Deed”). The Notes Trust Deed and the GDP-linked Securities Trust Deed are hereinafter referred to as the “Trust Deeds” and each a “Trust Deed”. The Series No. 1 Notes consist of U.S.$1,154,939,000 7.75 per cent. notes due 2019 (the “Original Series No. 1 Notes”) issued on 12 November 2015, U.S.$175,533,000 7.75 per cent. notes due 2019 (the “Further Series No. 1 Notes”) issued on 22 December 2015, and U.S.$284,152,000 7.75 per cent. notes due 2019 (the “Additional Further Series No. 1 Notes”) issued on 12 February 2016. The Further Series No. 1 Notes and the Additional Further Series No. 1 Notes will be consolidated, and form a single series, with the Original Series No. 1 Notes on 1 March 2016. The Series No. 2 Notes consist of U.S.$1,530,997,000 7.75 per cent. notes due 2020 (the “Original Series No. 2 Notes”) issued on 12 November 2015, and U.S.$175,533,000 7.75 per cent. notes due 2020 (the “Further Series No. 2 Notes” and together with the Further Series No. 1 Notes, the “Further Notes”) issued on 22 December 2015. The Further Series No. 2 Notes will be consolidated, and form a single series, with the Original Series No. 2 Notes on 1 March 2016. The GDP-linked Securities consist of U.S.$2,916,421,000 in notional amount of GDP-linked Securities (the “Original GDP-linked Securities”) issued on 12 November 2015, U.S.$111,394,000 in notional amount of GDP-linked Securities (the “Further GDP-linked Securities”) issued on 22 December 2015, and U.S.$ 91,857,000 in notional amount of GDP-linked Securities (the “Additional Further GDP-linked Securities”) issued on 12 February 2016. The Further GDP-linked Securities and the Additional Further GDPlinked Securities are consolidated, and form a single series, with the Original GDP-linked Securities. Each series of Notes bears interest from and including 1 September 2015 at the rate of 7.75 per cent. per annum, payable semi-annually in arrear on 1 March and 1 September in each year, commencing on 1 March 2016, except that the Further Notes bear interest from and including 2 November 2015 and the Additional Further Series No. 1 Notes bear interest from and including 12 February 2016. The GDP-linked Securities do not bear interest and will expire on 31 May 2040. The Securities were issued as part of the overall debt operation undertaken by Ukraine to meet the requirements of the IMF’s 2015 EFF (as defined below) (the “Debt Operation”). The Original Notes and Original GDP-linked Securities were issued together as a package to holders of Ukraine’s then existing Eurobonds and state-guaranteed Eurobonds (the “Old Notes”) in consideration for the exchange of their holdings of Old Notes. According to the terms of the exchange (the “Sovereign Exchange”) (the “Exchange Terms”), each participating holder of Old Notes received (i) New Notes in an aggregate principal amount equal to 80 per cent. of the principal amount of such holder’s holding of Old Notes (plus accrued interest to 1 September 2015 on the Old Notes) and (ii) GDP-linked Securities representing 20 per cent. of the principal amount of such Old Notes. Accordingly the notional amount of the GDP-linked Securities delivered to each participating holder in the Sovereign Exchange corresponded to the amount of the haircut accepted by such holder on the original principal amount of its Old Notes, thereby replacing the holder’s principal claim on Ukraine under the Old Notes in such amount with potential value recovery linked to the GDP growth of Ukraine. The Further Notes and Further GDP-linked Securities were issued as a second stage of the Debt Operation as a package in exchange for the then outstanding loan participation notes (“LPNs”) of the City of Kyiv (the “City of Kyiv Exchange”). The City of Kyiv Exchange was carried out on a basis similar to the Exchange Terms, except that (i) participating holders of LPNs received New Notes maturing in 2019 and 2020 in an aggregate principal amount equal to 75 per cent. of the principal amount of such holder’s holding of LPNs (plus accrued interest to 2 November 2015 on the LPNs) and (ii) GDP-linked Securities representing 25 per cent. of the principal amount of such LPNs. The Additional Further Notes and Additional Further GDP-linked Securities were issued as a third stage of the Debt Operation as a package in exchange for the termination of certain state-guaranteed loans extended by Sberbank of Russia (“Sberbank”) to state-owned entities (Ukravtodor and Yuzhnoye) (the “Sberbank Exchange”). The Sberbank Exchange was also carried out on a basis similar to the Exchange Terms, except that (i) Sberbank received New Notes maturing in 2019 in an aggregate principal amount equal to 75 per cent. of the principal amount of the relevant guaranteed loans (plus accrued interest to 12 February 2016 on the guaranteed loans) and (ii) GDP-linked Securities representing 25 per cent. of the principal amount of such guaranteed loans. Following the issuance thereof, the Notes and the GDP-linked Securities trade separately. However, there are contractual connections between the Notes and the GDP-linked Securities, including through the default provisions in the Notes and the put option in the GDP-linked Securities. See “Terms and Conditions of the Notes” and “Terms and Conditions of the GDP-linked Securities”. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES. This Listing Prospectus has been approved by the Central Bank of Ireland (the “CBI”), as competent authority under Directive 2003/71/EC, as amended (the “Prospectus Directive”). The CBI only approves this Listing Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This Listing Prospectus constitutes a prospectus for the purposes of the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Securities to be admitted to the official list (the “Official List”) and trading on its Main Securities Market (the “Market”). The Market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). References in this Listing Prospectus to the Securities being “listed” (and all related references) shall mean that the Securities have been admitted to the Official List and have been admitted to trading on the Main Securities Market. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. There is no assurance that a trading market in the Securities will develop or be maintained. No person has been authorised by the Issuer to give any information or make any representation other than those contained in this Listing Prospectus and the accompanying documents and, if given or made, such information or representation must not be relied upon as having been so authorised. This Listing Prospectus will be published on the website of the CBI (www.centralbank.ie). 15 February 2016