The Government intends to use the net proceeds from this offering to (i) fund the deficit for the current and following fiscal years, including COVID-19-related government measures, (ii) repay $330.7 million of our obligations under our credit facilities with local banks, (iii) pay the approximately $560.5 million purchase price to holders of our Existing Notes that are validly tendered and accepted for purchase by the Government pursuant to the terms of the Tender Offers and which will settle substantially concurrently with this offering and (iv) contribute $300.0 million into the Government’s Sinking Fund, to fund a portion of projected budget deficits in the 2021/2022 and 2022/2023 fiscal years.

The Notes will be listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes will be offered only to qualified institutional buyers in the United States under Rule 144A of the Securities Act and to persons outside the United States under Regulation S of the Securities Act.

Government of Bermuda US$391,596,0003.375% 144A Senior Notes due August 20, 2050;