Obligation VTBank 9.05% ( XS0614213196 ) en RUB

VTBank

100 % ⇌

Russie

XS0614213196 ( en RUB )

9.05% par an ( paiement annuel )

30/06/2014 - Obligation échue

Prospectus brochure de l'obligation VTB Bank XS0614213196 en RUB 9.05%, échue

5 000 000 RUB

1 000 000 000 RUB

VTB Bank est une grande banque publique russe, la deuxième plus grande du pays, offrant une large gamme de services financiers, notamment des services bancaires de détail, de gros et d'investissement.

L'Obligation émise par VTBank ( Russie ) , en RUB, avec le code ISIN XS0614213196, paye un coupon de 9.05% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/06/2014

BASE PROSPECTUS
Dated 10 August 2010

VTB CAPITAL PLC
(incorporated under the laws of England and Wales)
Note, Warrant and Certificate Programme
Under the terms of this Note, Warrant and Certificate Programme (the "Programme"), VTB Capital plc (the
"Issuer") may from time to time issue notes (the "Notes") and redeemable certificates ("redeemable
Certificates" and, together with the Notes, "N&C Securities") or warrants ("Warrants") and exercisable
certificates ("exercisable Certificates" and, together with the Warrants, "W&C Securities", and W&C
Securities together with N& C Securities, "Securities"). Securities of any kind may be issued including but
not limited to Securities relating to a specified index or a basket of indices ("Index Linked Securities"), a
specified share or a basket of shares, a specified American depositary receipt or global depositary receipt or a
basket thereof ("Equity Linked Securities"), a specified currency or a basket of currencies ("Currency
Linked Securities"), a specified commodity or commodity index or a basket of commodities and/or
commodity indices ("Commodity Linked Securities"), a specified fund or basket of funds ("Fund Linked
Securities") and the credit of a specified entity or entities ("Credit Linked Securities") or any combination
of the foregoing. Securities may also bear interest (in the case of N&C Securities). Each issue of N&C
Securities will be issued on the terms set out herein which are relevant to such N&C Securities under "Terms
and Conditions of the N&C Securities" (the "N&C Securities Conditions") on pages 81-107 and any
applicable Additional Terms and Conditions on pages 152-295 (together with the N&C Securities
Conditions, the "Conditions") and each issue of W&C Securities will be issued on the terms set out herein
which are relevant to such W&C Securities under "Terms and Conditions of the W&C Securities" (the
"W&C Securities Conditions") on pages 130-151 and any applicable Additional Terms and Conditions on
pages 152-289 (together with the W&C Securities Conditions, the "Conditions") and, in each case, on such
additional terms as will be set out in the applicable Final Terms (the Final Terms).
The Securities may be issued on a continuing basis to the Initial Dealer specified in the "Summary of the
Programme" section and any additional Dealer appointed under the Programme from time to time by the
Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an
ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of
Securities being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to
subscribe such Securities.
An investment in Securities issued under the Programme involves certain risks. For a discussion of
these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities
to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock
Exchange for Securities issued under the Programme to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
Notice of the aggregate nominal amount of Securities, interest (if any) payable in respect of Securities, the
issue price of Securities and any other terms and conditions not contained herein which are applicable to
each series of Securities will be set out in the applicable Final Terms which, with respect to Securities to be
listed on the Luxembourg Stock Exchange, will be filed with the CSSF.

1

The Programme provides that Securities may be listed or admitted to trading, as the case may be, on such
other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer.
The Issuer may also issue unlisted Securities and/or Securities not admitted to trading on any market.
The Issuer may agree with any Dealer that Securities may be issued in a form not contemplated by the
applicable Conditions set out herein, in which event a supplement to the Base Prospectus, if appropriate, will
be made available which will describe the effect of the agreement reached in relation to such Securities.
The Securities and, in certain cases, the Entitlement (as defined herein) have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any
state securities laws and trading in the Securities has not been approved by the United States Commodity
Futures Trading Commission (the "CFTC") under the United States Commodity Exchange Act, as amended
(the "Commodity Exchange Act"). The Securities, or interests therein, may not at any time be offered, sold,
resold, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the United
States of America (including the States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (the United States) or directly or indirectly offered, sold, resold, traded,
pledged, exercised, redeemed, transferred or delivered, directly or indirectly, to, or for the account or benefit
of, any person ("US Person") who is (i) an individual who is a citizen or resident of the United States; (ii) a
corporation, partnership or other entity organised in or under the laws of the United States or any political
subdivision thereof or which has its principal place of business in the Untied States; (iii) any estate or trust
which is subject to United States federal income taxation regardless of the source of its income; (iv) any trust
if a court within the United States is able to exercise primary supervision over the administration of the trust
and if one or more United States trustee have the authority to control all substantial decisions of the trust; (v)
a pension plan for the employees, officers or principals of a corporation, partnership or other entity described
in (iii) above; (vi) any entity organised principally for passive investment, ten per cent. or more of the
beneficial interests in which are held by persons described in (i) to (v) above if such entity was formed
principally for the purpose of investment by such persons in a commodity pool the operator of which is
exempt from certain requirements of Part 4 of the CFTC's regulations by virtue of its participants being non-
US Persons; or (vii) any other US Person as such term may be defined in Regulation S under the Securities
Act or in regulations adopted under the Commodity Exchange Act.
The Issuer has not registered as an investment company pursuant to an exemption from the registration
requirements of the United States Investment Company Act of 1940, as amended (the "1940 Act") and the
rules thereunder. Investors in the Securities will be deemed to have made or be required to make certain
representations and warranties in connection with purchasing the Securities.
All payments in respect of the N&C Securities will be made without deduction for or on account of
withholding taxes imposed by any tax jurisdiction unless any such deduction is required by law. In the
event that (i) any such deduction is required and (ii) the relevant N&C Securities are specified as being
"Reference Item Linked N&C Securities" in the applicable Final Terms, the Issuer will not be
required to pay any additional amounts to cover the amounts so deducted.
A holder of a W&C Security must pay all taxes, duties and/or expenses arising from the exercise and
settlement of such W&C Security and/or delivery of the Entitlement, if applicable. The Issuer shall not
be liable for tax, duty, withholding or other payment which may arise as a result of the ownership,
transfer, exercise or enforcement of any W&C Security and all payments will be made subject to any
such tax, duty, withholding or other payment.
For a description of certain further restrictions on offers and sales of the Securities and on the distribution of
this Base Prospectus, see "Offering and Sale" on pages 310-313.
Each issue of Securities will be issued in the form set out in "Form of the Securities" on pages 41-43.

2

Prospective purchasers of Securities should ensure that they understand the nature of the relevant
Securities and the extent of their exposure to risks and that they consider the suitability of the relevant
Securities as an investment in the light of their own circumstances and financial condition. Securities
involve a high degree of risk and potential investors should be prepared to sustain a total loss of the
purchase price of their Securities. See "Risk Factors" on pages 18-38.

Arranger
VTB Capital plc
Initial Dealer
VTB Capital plc
The date of this Base Prospectus is 10 August 2010.

3

This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the Prospectus Directive).
The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case) the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Securities are the persons named in the applicable Final
Terms as the relevant Dealer or the Managers, as the case may be.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES FROM AN
OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE SECURITIES TO AN INVESTOR
BY AN OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER
ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR
INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE
ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS
(OTHER THAN THE DEALERS) IN CONNECTION WITH THE OFFER OR SALE OF THE
SECURITIES AND, ACCORDINGLY, THIS OFFERING CIRCULAR AND ANY FINAL TERMS
WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE
OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION.
THE ISSUER HAS NO RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH
INFORMATION.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office
set out below of the Principal Paying Agent or Principal Security Agent (both as defined below).
The Issuer confirms that information contained in this Base Prospectus which has been sourced from a
third party has been accurately reproduced and that, so far as it is aware, and is able to ascertain from
information published by the relevant third party, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this
Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated in this Base Prospectus or any other information provided by the Issuer in connection
with the Programme. No Dealer accepts any liability in relation to the information contained or
incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Securities and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers.

4

Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Programme or any Securities
should purchase any Securities. Each investor contemplating purchasing any Securities should make
its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in
connection with the Programme or the issue of any Securities constitutes an offer or invitation by or
on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any
Securities.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Securities shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at any
time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer
during the life of the Programme or to advise any investor in the Securities of any information coming
to their attention.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in
such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Securities may be
restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any Securities may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or the Dealers which is intended to
permit a public offering of any Securities or distribution of this Base Prospectus in any jurisdiction
where action for that purpose is required. Accordingly, no Securities may be offered or sold, directly
or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may
be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Securities may come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and the offering and sale of Securities. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of
Securities in the United States, the European Economic Area (including the United Kingdom) and the
Russian Federation, see "Offering and Sale".
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii)
below may apply, any offer of Securities in any Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to
an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of Securities. Accordingly any person making or
intending to make an offer in that Relevant Member State of Securities which are the subject of an
offering contemplated in this Base Prospectus as completed by final terms in relation to the offer of
those Securities may only do so (i) in circumstances in which no obligation arises for the Issuer or any
Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or
(ii) if a prospectus for such offer has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State and (in either case) published, all in accordance
with the Prospectus Directive, provided that any such prospectus has subsequently been completed by
final terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State and such offer is made in the period beginning

5

and ending on the dates specified for such purpose in such prospectus or final terms, as applicable.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have
authorised, nor do they authorise, the making of any offer of Securities in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
All references in this document to U.S. dollars, U.S.$ and $ refer to United States dollars. In addition,
all references to euro and refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the functioning of the European Union, as
amended.

6

TABLE OF CONTENTS

Page
Documents Incorporated by Reference .............................................................................................................. 8
Summary of the Programme ............................................................................................................................... 9
Risk Factors ...................................................................................................................................................... 18
General Description of the Programme ............................................................................................................ 39
Form of the Securities ...................................................................................................................................... 41
Form of Final Terms of the N&C Securities .................................................................................................... 44
Terms and Conditions of the N&C Securities .................................................................................................. 81
Form of Final Terms of the W&C Securities ................................................................................................. 108
Terms and Conditions of the W&C Securities ............................................................................................... 130
Use of Proceeds .............................................................................................................................................. 296
Capitalisation of the Issuer ............................................................................................................................. 297
Description of the Issuer ................................................................................................................................. 298
Taxation .......................................................................................................................................................... 305
Notice to Purchasers and Holders of N&C Securities and Transfer Restrictions ........................................... 308
Offering and Sale ............................................................................................................................................ 310
General Information ....................................................................................................................................... 314
Annexes

1.
Additional Terms and Conditions for Index Linked Securities ......................................................... 152
2.
Additional Terms and Conditions for Equity Linked Securities ....................................................... 161
3.
Additional Terms and Conditions for Currency Linked Securities ................................................... 172
4.
Additional Terms and Conditions for Commodity Linked securities ............................................... 176
5.
Additional Terms and Conditions for Fund Linked Securities .......................................................... 182
6.
Additional Terms and Conditions for Credit Linked Securities ........................................................ 193
7.
Additional Terms and Conditions for Credit Linked Securities (2009 protocol version) ................. 234
8.
Additional Terms and Conditions for Physical Delivery N&C Securities ........................................ 290

7

DOCUMENTS INCORPORATED BY REFERENCE
The Issuer currently prepares audited consolidated accounts together with an unconsolidated balance sheet
and associated notes on an annual basis in one consolidated document. The audited consolidated and non-
consolidated annual financial statements for the financial years ended 31 December 2008 and 31 December
2009 of the Issuer, which have previously been filed with the CSSF, are incorporated in, and form part of,
this Base Prospectus, save that any statement contained in a document which is incorporated by reference
herein is modified or superseded for the purpose of this Base Prospectus to the extent that a statement
contained herein modifies or supersedes such earlier statement (whether expressly, by implication or
otherwise). Any statement so modified or superseded does not, except as so modified or superseded,
constitute a part of this Base Prospectus. Following the publication of this Base Prospectus a supplement
may be prepared by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus
Directive. Statements contained in any such supplement (or contained in any document incorporated by
reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed
to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated
by reference in this Base Prospectus. Any statement so modified or superseded does not, except as so
modified or superseded, constitute a part of this Base Prospectus.
Any information not listed in the cross reference list below, but which is contained in a document
incorporated by reference, is given for information purposes only.
Copies of documents incorporated by reference in this Base Prospectus can be obtained from the Issuer's
office as set out at the end of this Base Prospectus and shall be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu). In addition, for Securities listed on the Luxembourg Stock Exchange, such
documents will be available, without charge, from the principal office in Luxembourg of The Bank of New
York Mellon (Luxembourg) SA (the "Luxembourg Listing Agent").
The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to
information included in this Base Prospectus which is capable of affecting the assessment of any Securities,
or in the event of any material change in the condition of the Issuer which is not reflected in this Base
Prospectus, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in
connection with any subsequent issue of Securities.
Cross Reference List
Financial Statements of the Issuer

Annual
Annual
Report 2008
Report 2009

Consolidated Income Statement
25
30
Consolidated Statement of Financial Position
26
32
Statement of Financial Position
27
33
Consolidated Cash Flow Statement
30
36
Accounting Policies and Explanatory Notes
32-107
38-134
Auditors' Report
23-24
28-29

8

SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus. Any decision to invest in any
Securities should be based on a consideration of this Base Prospectus as a whole, including the
documents incorporated by reference. Following the implementation of the relevant provisions of the
Prospectus Directive in each Member State of the European Economic Area, no civil liability will
attach to the Responsible Persons in any such Member State in respect of this Summary, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the
other parts of this Base Prospectus. Where a claim relating to information contained in this Base
Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff
may, under the national legislation of the Member State where the claim is brought, be required to
bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in the "Terms and Conditions of the N&C Securities" or in the "Terms and
Conditions of the W&C Securities", as applicable, and in the remainder of this Base Prospectus shall have
the same meanings in this summary. The Issuer may issue Notes, redeemable Certificates, Warrants and
exercisable Certificates. Such instruments are together referred to as "Securities".
Issuer:
VTB Capital plc
The Issuer is an English bank majority owned by JSC VTB Bank
("VTB"), Russia. It was incorporated with limited liability in England
and Wales on 18 October 1919, and is a registered company under the
Companies Act 1985 with registration number 00159752. The issuer is
a part of VTB Capital, the investment business of VTB Group, which
has its headquarters in Moscow. The Issuer is an authorised person
under the Financial Services and Markets Act 2000 ("FSMA") and is
regulated pursuant to the FSMA by the Financial Services Authority
(the "FSA").
The main operating centre of the Issuer is its head office in London, at
14 Cornhill, London, EC3V 3ND and its telephone number is +44
(0)20 3334 8000. The Issuer has branches in Singapore and Dubai
International Financial Centre and a representative office in Moscow.
As of 1 April 2010, the nominal value of the authorised and issued
share capital of the Issuer was U.S.$566,212,392 divided into
735,035,780 Ordinary A Shares of U.S.$ 0.4302 each and 250,000,000
Ordinary B Shares of U.S.$1 each. The Ordinary A Shares and
Ordinary B Shares rank pari passu in all respects but constitute
separate classes of shares.
Description:
Note, Warrant and Certificate Programme
Calculation Agent:
VTB Capital plc or such other calculation agent specified in the
applicable Final Terms.
Arranger:
VTB Capital plc
Initial Dealer:
VTB Capital plc

Securities may also be issued to other dealers and third parties.
Principal Paying Agent (in the case The Bank of New York Mellon, London Branch
of
N&C
Securities)/Principal
Security Agent (in the case of
W&C Securities):

9

N&C Securities

Form of N&C Securities:
N&C Securities will be issued in bearer form and, in the case of
definitive N&C Securities, serially numbered, in the Specified
Currency and the Specified Denomination(s).

Issue Price:
N&C Securities may be issued on a fully-paid or partly-paid basis at an
issue price which is at par or a discount to, or a premium over, par.
Terms of N&C Securities:
N&C Securities may be denominated in any currency specified in the
relevant Final Terms with any agreed maturity, subject to compliance
with all applicable legal and/or regulatory restrictions.

N&C Securities may: (i) bear interest at a fixed or floating rate; (ii) not
bear interest; (iii) bear interest and/or provide that the redemption
amount is calculated by reference to one or more specified underlying
assets or bases of reference such as indices, shares or GDRs/ADRs,
currency exchange rates, commodities, fund shares or units, or the
credit of one or more underlying entities; (iv) reference any
combination of the foregoing (each such underlying asset or basis of
reference, a "Reference Item" and any Reference Item linked
N&C Securities which are specified as such in the applicable Final
Terms, "Reference Item Linked N&C Securities"), (v) be redeemed
by physical delivery ("Physical Delivery N&C Securities") of
specified asset(s); and/or (vi) have such other terms and conditions as
specified in the applicable Final Terms.

Interest periods, interest rates and the terms of and/or amounts payable
on redemption will be specified in the applicable Final Terms.

The Final Terms will indicate either that the relevant N&C Securities
may not be redeemed prior to their stated maturity (other than in
specified instalments, (if applicable); for taxation reasons, following an
Event of Default and acceleration of the N&C Securities, or (if
applicable) following an Additional Disruption Event), or that such
N&C Securities will be redeemable at the option of the Issuer and/or
the Holders.
Denomination of N&C Securities:
N&C Securities will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer save that the minimum
denomination of each N&C Security admitted to trading on a European
Economic Area exchange will be 50,000 (or, if the N&C Securities
are denominated in a currency other than euro, the equivalent amount
in such currency) or such other higher amount as may be allowed or
required from time to time by the relevant central bank (or equivalent
body) or any laws or regulations applicable to the relevant Specified
Currency.
Physical Delivery N&C Securities: In order to receive the relevant asset(s) comprising the Entitlement, a
Holder must deliver an Asset Transfer Notice on or prior to a specified
cut-off time and pay all taxes, duties and/or expenses arising from
delivery. For certain Reference Item Linked N&C Securities, if certain
disruption events occur on settlement, the relevant settlement date may
be postponed and in certain circumstances the Issuer will be entitled to
make payment of a cash amount in lieu of physical delivery.

10