Obligation VTBank 11.15% ( XS0668248452 ) en RUB

VTBank

100 % ⇌

Russie

XS0668248452 ( en RUB )

11.15% par an ( paiement annuel )

20/09/2014 - Obligation échue

Prospectus brochure de l'obligation VTB Bank XS0668248452 en RUB 11.15%, échue

5 000 000 RUB

750 000 000 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 XS0668248452, paye un coupon de 11.15% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/09/2014

BASE PROSPECTUS
Dated 27 June 2012
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 ("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"). Unsecured 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"), the credit of a specified
entity or entities ("Credit Linked Securities") and, in relation to N&C Securities only, a synthetic holding of a
reference asset or basket of reference assets ("Synthetic Pass-Through N&C Securities"). N&C Securities may
also be issued with the benefit of a security interest granted by the Issuer and secured over the equity share capital
of Angle Capital Limited (the "EPN Security Subsidiary") and relating to a specified share or a basket of shares
or global depositary receipt or a basket thereof ("Secured Equity Participation Notes" or "Secured EPNs").
N&C Securities which are Equity Linked N&C Securities, Index Linked N&C Securities, Currency Linked N&C
Securities, Commodity Linked N&C Securities, Fund Linked N&C Securities, Credit Linked N&C Securities,
Synthetic Pass-Through N&C Securities, in each case, may be, secured either by (i) charges granted over assets
specified in the applicable Final Terms by a third party security provider (the "Segregated Security Provider") as
specified at the time of such issue ("Segregated Secured N&C Securities") or (ii) a security interest granted by
the Issuer over the shares of a third party (the "Non-segregated Security Subsidiary" and, together with the EPN
Security Subsidiary and the Segregated Security Provider, the "Security Companies") as specified at the time of
such issue ("Non-segregated Secured N&C Securities" and, together with the Segregated Secured N&C
Securities, the "Secured N&C Securities", and the Secured N&C Securities together with the Secured EPNs, the
"Secured Notes"). N&C Securities (other than Secured Equity Participation Notes) may also bear interest. Each
issue of N&C Securities will be issued on the terms set out herein which are relevant to such N&C Securities
under either (i) (in the case of N&C Securities other than Secured Equity Participation Notes) "Terms and
Conditions of the N&C Securities" (the "N&C Securities Conditions") on pages 132-163 and any applicable
Additional Terms and Conditions on pages 291-526 (together with the N&C Securities Conditions, the
"Conditions") or (ii) (in the case of Secured Equity Participation Notes) "Terms and Conditions of the Secured
Equity Participation Notes" (the "Secured EPN Conditions") on pages 176-290 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 265-290 and any applicable
Additional Terms and Conditions on pages 291-526 (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") or, in the case ofeach issue of Secured Notes, on the terms set out in an offering prospectus or
other issue document, which will include disclosure in relation to such Secured Notes (each, an "Issue
Document") and which, in relation to an issue of Secured Notes that is to be admitted to trading on a regulated
market in the European Economic Area and/or offered in the European Economic Area in circumstances where a
prospectus is required to be published under the Prospectus Directive (as defined below), will be subject to a
separate application to a competent authority for the purposes of the Prospectus Directive.
1

The Securities may be issued on a continuing basis to the Initial Dealer (as defined below) 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 of Securities 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" on pages 20-60.
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 (the
"Prospectus Act 2005") to approve this document as a base prospectus (in respect of Securities other than
Secured Notes). The CSSF assumes no responsibility as to the economic and financial soundness of the
transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with
Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for
Securities (other than Secured Notes) 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 or aggregate number, as the case may be, of Securities, interest (if any)
payable in respect of N&C 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 Official List of the Luxembourg Stock Exchange, will be filed
with the CSSF.
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 in the applicable Final Terms) 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 are subject to certain United States tax law requirements. 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 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 United 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-U.S. Persons; or (vii) any other U.S.
Person as such term may be defined in Regulation S under the Securities Act or in regulations adopted under the
Commodity Exchange Act ("U.S. Person"). See "Offering and Sale" on pages 555-560.
2

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 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 (A) specified as being
"Reference Item Linked N&C Securities" in the applicable Final Terms or (B) Secured Notes, 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 555-560.
Each issue of Securities other than Secured Notes will be issued in the form set out in "Form of the Unsecured
N&C Securities and the W&C Securities" on pages 63-66 and each issue of Secured Notes will be issued in the
form set out in "Form of the Secured Notes" on pages 66-67.
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 20-60.
Any person (an "Investor") intending to acquire or acquiring any Securities from any person (an "Offeror")
should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may
be responsible to the Investor for this Base Prospectus only if the Issuer is acting in association with that Offeror
to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the
Offeror is acting in association with the Issuer. If the Offeror is not acting in association with the Issuer, the
Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of
Article 6 of the Prospectus Directive as implemented by the national legislation of each Member State of the
European Economic Area in the context of the offer to the public, and, if so, who that person is. If the Investor is
in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents it should
take legal advice.
The rating of certain Series of Securities to be issued under the Programme may be specified in the applicable
Final Terms. Whether or not each credit rating applied for in relation to a relevant Series of Securities will be
issued by a credit rating agency established in the European Union and registered under Regulation (EC) No.
1060/2009 (the "CRA Regulation") will be disclosed in the applicable Final Terms.
Arranger
VTB Capital plc
Initial Dealer
VTB Capital plc
The date of this Base Prospectus is 27 June 2012.
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 Responsible Person (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.
The previous paragraph should be read in conjunction with the penultimate paragraph on page 3 of
this Base Prospectus.
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 and the persons named in or identifiable following the
applicable Final Terms as the Financial Intermediaries, 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 BASE PROSPECTUS 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 website of the Luxembourg Stock Exchange
(www.bourse.lu), the registered office of the Issuer and the specified office set out below of the
Principal Paying Agent, in the case of N&C Securities, or Principal Security Agent, in the case of
W&C Securities (both as defined below).
Information contained in this Base Prospectus which is sourced from a third party has been accurately
reproduced and as far as the Issuer 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. The Issuer has also identified the source(s) of such information.
For convenience, the website addresses of certain third parties are set out in this Base Prospectus.
Except as otherwise provided in this Base Prospectus, no information in such websites should be
deemed to be incorporated in, or form part of, this Base Prospectus and neither the Issuer nor any
Dealer accepts any responsibility for any information contained in such websites.
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" on page 8). This Base
Prospectus shall be read and construed on the basis that such documents are incorporated and form
part of this Base Prospectus.
Neither the Dealers nor the Trustee have 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 or the Trustee as to the accuracy or completeness
4

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 or the Trustee 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 or the Trustee 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, any of
the Dealers or the Trustee.
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, any of the Dealers or the Trustee 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, any of the Dealers or the Trustee 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 and the Trustee 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. None of the Issuer, the Dealers or the Trustee 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, unless specifically indicated to the contrary in the applicable
Final Terms, no action has been taken by any of the Issuer, the Dealers or the Trustee 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" on pages 555-560.
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
5

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, such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or final terms, as applicable, and the
Issuer has consented in writing to its use for such offer. 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 and all
references to RUB refer to Russian roubles. 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................................................................................................................................................20
General Description of the Programme .......................................................................................................61
Form of the Unsecured N&C Securities and the W&C Securities ................................................................63
Form of the Secured Notes..........................................................................................................................66
Form of Final Terms of the N&C Securities................................................................................................69
Terms and Conditions of the N&C Securities............................................................................................ 132
Form of Final Terms of the Secured Equity Participation Notes ................................................................ 164
Terms and Conditions of the Secured Equity Participation Notes .............................................................. 176
Form of Final Terms of the W&C Securities ............................................................................................. 228
Terms and Conditions of the W&C Securities ........................................................................................... 265
Additional Terms and Conditions for Index Linked Securities................................................................... 291
Additional Terms and Conditions for Equity Linked Securities ................................................................. 309
Additional Terms and Conditions for Currency Linked Securities ............................................................. 328
Additional Terms and Conditions for Commodity Linked Securities ......................................................... 340
Additional Terms and Conditions for Fund Linked Securities ................................................................... 352
Additional Terms and Conditions for Credit Linked Securities.................................................................. 365
Additional Terms and Conditions for Credit Linked Securities (2009 Protocol Version)............................ 417
Additional Terms and Conditions for Synthetic Pass-Through N&C Securities ......................................... 485
Additional Terms and Conditions for Physical Delivery N&C Securities................................................... 494
Additional Terms and Conditions of the Secured N&C Securities Segregated Secured N&C Securities .. 501
Additional Terms and Conditions of the Secured N&C Securities Non-Segregated Secured N&C Securities514
Use of Proceeds ........................................................................................................................................ 527
Capitalisation of the Issuer........................................................................................................................ 528
Description of the Issuer ........................................................................................................................... 529
Description of the EPN Security, Segregated Security and Non-Segregated Security................................. 538
Description of the EPN TRS & Non-Segregated TRS ............................................................................... 546
Taxation ................................................................................................................................................... 548
Notice to Purchasers and Holders of Securities and Transfer Restrictions .................................................. 552
Offering and Sale...................................................................................................................................... 555
General Information ................................................................................................................................. 561
In connection with the issue of any Tranche of Securities, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Securities or effect transactions with a view to supporting the market price
of the Securities at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action or over-allotment may begin on or after the
date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Securities
is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Securities and 60 days after the date of the allotment of
the relevant Tranche of Securities. Any stabilisation action or over-allotment must be conducted by
the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.
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 2010 and
31 December 2011 of the Issuer (contained in the annual reports of the Issuer for the years ended
31 December 2010 (the "Annual Report 2010") and 31 December 2011 (the "Annual Report 2011")),
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.
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or
are otherwise covered elsewhere in this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus can be obtained from the registered
office of the Issuer and from the specified office of each of the Agents for the time being in London and
Luxembourg as set out on the final page 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,
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 2010
Report 2011
Consolidated Income Statement
28
21
Consolidated Statement of Financial Position
30
23
Statement of Financial Position
31
24
Consolidated Cash Flow Statement
34
27
Accounting Policies and Explanatory Notes
38-123
30-120
Auditors' Report
26-27
19-20
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 any
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 Person 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", the "Terms and
Condition of the Secured Equity Participation Notes" 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 CJSC VTB Capital
Holding ("VTBH"), 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 31 March 2012, 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.
9

Initial Dealer:
VTB Capital plc.
Securities may also be issued to other dealers and third parties.
Principal Paying Agent (in the
The Bank of New York Mellon, London Branch.
case of N&C Securities)/Principal
Security Agent (in the case of
W&C Securities):
Trustee (in respect of Secured
BNY Mellon Corporate Trustee Services Limited
Notes:)
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
applicable 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, the credit
of one or more underlying entities, bonds or other securities contracts
such as derivatives or assets (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"); (iv) be redeemed
by physical delivery of specified asset(s) ("Physical Delivery N&C
Securities"); (v) benefit from security 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
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