The Republic of Panama (“Panama“) announced today the commencement of a global offering (the “New Bonds Offering“) of its global bonds to be denominated in U.S. Dollars, due 2028 (the “2028 New Bonds“) and due 2047 (the “2047 New Bonds” and together with the 2028 New Bonds, the “New Bonds“). The New Bonds offered may include New Bonds that may be issued and sold to certain tendering holders in the Tender Offer (as described below). The 2028 New Bonds will be consolidated and form a single series with, and be fungible with, the outstanding U.S. $1,000,000,000 3.875% Global Bonds due 2028 (CUSIP No. 698299 BF0, ISIN US698299BF03, Common Code 138083179), previously issued by Panama. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC will serve as Joint Lead Underwriters for the New Bonds Offering.

The New Bonds Offering is being made only by means of a preliminary prospectus supplement and an accompanying base prospectus. Copies of the preliminary prospectus supplement and the related prospectus for the New Bonds Offering may be obtained by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, by calling 1-800-294-1322 (U.S. toll free); or Morgan Stanley & Co. LLC, by calling 1-800-624-1808 (U.S. toll free).

Application will be made to have the New Bonds listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Tender Offer

Panama also announced today that it has commenced an offer to purchase for cash (the “Tender Offer“) any and all of its outstanding 5.200% Global Bonds due 2020 (CUSIP 698299 AX2, ISIN US698299AX28, Common Code 046890663) (the “Old Bonds“) in an aggregate principal amount that will not result in an aggregate Purchase Price that exceeds an amount determined by Panama in its sole discretion (the “Maximum Purchase Amount“). As of May 3, 2017, there were U.S. $1.5 billion Old Bonds outstanding. The purchase price to be paid per U.S. $1,000 principal amount of Old Bonds that are tendered and accepted pursuant to the Tender Offer will be U.S. $1,087.50. Holders of the Old Bonds participating in the Tender Offer will also receive any accrued and unpaid interest on their Old Bonds up to (but excluding) the Tender Offer Settlement Date. The Tender Offer is made subject to the terms and conditions contained in the Offer to Purchase, dated May 3, 2017 (the “Offer to Purchase“). The Tender Offer is conditioned upon the pricing of the issue of additional 2028 New Bonds issued by Panama and the new issue of 2047 New Bonds issued by Panama, respectively, in an amount and on terms and conditions acceptable to Panama, which is expected to occur Thursday, May 4, 2017. All capitalized terms used but not defined under the heading “Tender Offer” in this communication have the respective meanings specified in the Offer to Purchase.

The tender period (the “Tender Period“) will commence at the open of market, New York time, Thursday, May 4, 2017, and, unless extended or earlier terminated by Panama in its sole discretion, the Tender Period will expire for Non-Preferred Tenders at 12:00 noon, New York time, and, for Preferred Tenders, at 4:00 p.m., New York time, Thursday, May 4, 2017. Panama expects to announce the Maximum Purchase Amount, the aggregate principal amount of Preferred Tenders and Non-Preferred Tenders that have been accepted and whether any proration has occurred at or around 9:00 a.m. New York time on Friday, May 5, 2017. The settlement of the Tender Offer is scheduled to occur on Thursday, May 11, 2017 (the “Tender Offer Settlement Date“), subject to change without notice.

During the Tender Period, a holder of Old Bonds may place orders to tender Old Bonds (“Tender Orders“) through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the billing and delivering bank for the Tender Offer (in such capacity, the “Billing and Delivering Bank“) or Morgan Stanley & Co. LLC. If a holder does not have an account with either of the Dealer Managers, and desires to tender its Old Bonds, it may do so through a broker, dealer, commercial bank, trust company, other financial institution or other custodian, that has an account with one of the Dealer Managers. Holders will NOT be able to submit tenders through Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme or the Depository Trust Company (“DTC“). The Billing and Delivering Bank will consolidate all Tender Orders, and accept Old Bonds for purchase pursuant to the terms and conditions in the Offer to Purchase on behalf of Panama, subject to proration as described in the Offer to Purchase, at or around 9:00 a.m., New York time, on Friday, May 5, 2017 or as soon as possible thereafter, subject to appropriate adjustments to avoid purchase of Old Bonds in principal amounts other than Permitted Tender Amounts. Failure to deliver Old Notes on time may result, in Panama’s sole discretion, in any of the following: (i) the cancellation of a tender and the investor’s becoming liable for any damages resulting from that failure, and/or (ii) the delivery of a buy-in notice for the purchase of such Old Notes, executed in accordance with customary brokerage practices for corporate fixed income securities, and/or (iii) in the case of Preferred Tenders, the cancellation of a tender and the investor’s remaining obligated to purchase his or her allocation of New Notes in respect of his or her related Indication of Interest. Panama reserves the right, in its sole discretion, not to accept any or all Tender Orders and to terminate the Tender Offer for any reason. Tender Orders by a holder of Old Bonds must be of principal amounts that are Permitted Tender Amounts as defined in the Offer to Purchase.