Obligation VTBank 9.5% ( XS0851694082 ) en USD

VTBank

100 % ⇌

Russie

XS0851694082 ( en USD )

9.5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation VTB Bank XS0851694082 en USD 9.5%, échéance Perpétuelle

200 000 USD

2 250 000 000 USD

06/12/2025 ( Dans 30 jours )

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 USD, avec le code ISIN XS0851694082, paye un coupon de 9.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
IMPORTANT: You must read the following before continuing. The following applies to the
document following this page, and you are therefore advised to read this carefully before reading, accessing
or making any other use of the attached document. In accessing the attached document you agree to be
bound by the following terms and conditions, including any modifications to them any time you receive any
information from us as a result of such access.
NOTHING IN THE FOLLOWING DOCUMENT CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DO SO. ANY SECURITIES TO BE ISSUED WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE
SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS.
ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR
IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your representation: In order to be eligible to view the attached document or
make an investment decision with respect to the securities, investors must be (i) "qualified institutional
buyers" (as defined in Rule 144A under the Securities Act) that are also "qualified purchasers" as defined
in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended, or (ii) non-U.S. Persons (as
defined in Regulation S under the Securities Act) outside the United States who are not acting for the
account or benefit of U.S. Persons. By accessing these materials, you shall be deemed to have represented to
us that you (i) are a qualified institutional buyer and a qualified purchaser or (ii) are outside the United States
and are not a U.S. Person and are not acting for the account or benefit of a U.S. Person.
Under no circumstances shall the attached document constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or
sale would be unlawful. Recipients of the attached document who intend to subscribe for or purchase any
securities referred to herein are reminded that any subscription or purchase may only be made on the basis of
the information contained in a final prospectus prepared in accordance with the Directive 2003/71/EC
(the "Prospectus Directive"), to be made available from the registered office of the Issuer and on the
website of the Central Bank of Ireland.
The attached document may only be provided to persons in the United Kingdom in circumstances
where Section 21(1) of the Financial Services and Markets Act 2000 does not apply to VTB Eurasia Limited
(the "Issuer") or JSC VTB Bank ("VTB"). Accordingly, the attached document is being distributed to and
directed only at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant
persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.

Any securities referred to herein are not eligible for placement and circulation in the Russian
Federation unless and to the extent otherwise permitted by Russian law. The information provided in the
attached document is not an offer, or an invitation to make offers, sell, exchange or otherwise transfer any
securities referred to herein in the Russian Federation or to or for the benefit of any Russian person or entity.
The attached document and information contained herein does not constitute an advertisement or an
offer of any securities in the Russian Federation. It is not intended to be, and must not be, distributed or
circulated in the Russian Federation unless and to the extent otherwise permitted under Russian law.
You are reminded that you are accessing the attached document on the basis that you are a person by
whom the attached document may be lawfully accessed in accordance with the laws of the jurisdiction in
which you are located and you may not, nor are you authorised to, deliver the attached document to any
other person.
The attached document does not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that
the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters
is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such
underwriters or such affiliate on behalf of the Issuer in such jurisdiction.
The attached document has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and,
consequently, neither VTB, the Issuer, nor the Managers (defined herein), nor any person who controls any
of them, nor any director, officer, employee or agent of it or affiliate of any such person accepts any liability
or responsibility whatsoever in respect of any difference between the attached document distributed to you in
electronic format and the hard copy version available to you on request from VTB, the Issuer or the
Managers.

U.S.$1,250,000,000 Perpetual Loan Participation Notes
to be issued by, but with limited recourse to,
VTB Eurasia Limited
for the purpose of financing a subordinated loan to
JSC VTB Bank
VTB Eurasia Limited (the "Issuer"), a company organised and existing as a private limited company
under the laws of Ireland, is issuing an aggregate principal amount of U.S.$1,250,000,000 Perpetual Loan
Participation Notes (the "Further Notes"), subject to compliance with all relevant laws, regulations and
directives and on the terms set out herein, to be consolidated and form a single series with the
U.S.$1,000,000,000 Perpetual Loan Participation Notes (the "Original Notes" and together with the Further
Notes, the "Notes") which were issued for the sole purpose of financing a subordinated loan (the "Original
Subordinated Loan") to JSC VTB Bank ("VTB") as borrower, on the terms of an original subordinated
loan agreement between the Issuer and VTB dated August 2, 2012 (the "Original Subordinated Loan
Agreement"). The Further Notes are limited recourse obligations of the Issuer and will be issued for the sole
purpose of financing a further subordinated loan (the "Further Subordinated Loan" and together with the
Original Subordinated Loan, the "Subordinated Loan") to VTB as borrower, on the terms of an amendment
addendum to the Subordinated Loan Agreement between the Issuer and VTB dated November 6, 2012 (the
"Amendment Addendum", and together with the Original Subordinated Loan Agreement, as may be
further amended and supplemented from time to time, the "Subordinated Loan Agreement").
The Notes will be constituted by, be subject to, and have the benefit of, a trust deed dated August 6,
2012, as amended by the Supplemental Trust Deed to be dated November 8, 2012 (the "Trust Deed")
between the Issuer and Citibank N.A., London Branch as trustee (the "Trustee") for the holders of the Notes
from time to time (the "Noteholders"). Subject as provided in the Trust Deed the Issuer (a) has charged (in
respect of the Original Notes) and will charge (in respect of the Further Notes), in favour of the Trustee, by
way of a first fixed charge as security for its payment obligations in respect of the Notes certain of its rights
and interests under the Subordinated Loan Agreement and the Account (as defined herein) but excluding any
Reserved Rights (as defined in the Trust Deed) (the "Charge"), and (b) has assigned (in respect of the
Original Notes) and will assign (in respect of the Further Notes), in favour of the Trustee, certain of its other
rights under the Subordinated Loan Agreement but excluding any Reserved Rights (as defined in "Terms and
Conditions of the Notes"), in each case for the benefit of the Noteholders, all as more fully described under
"Overview".
In each case where amounts of principal, interest and additional amounts (if any) are stated to be
payable in respect of the Notes, the obligation of the Issuer to make any such payment constitutes an
obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest
and additional amounts (if any) are due in respect of such Notes, for an amount equivalent to all principal,
interest and additional amounts (if any) actually received and retained (net of tax) from VTB by or for the
account of the Issuer pursuant to the Subordinated Loan Agreement less any amounts in respect of the
Reserved Rights. The Issuer will have no other financial obligation under the Further Notes. Noteholders
will be deemed to have accepted and agreed that they will be relying solely on the credit and financial
standing of VTB in respect of the payment obligations of the Issuer under the Further Notes.
The Further Notes will be perpetual securities and will have no fixed or final redemption date.
Subject to satisfaction of certain conditions (as described herein), VTB may, at its option, prepay the
Subordinated Loan on the Interest Payment Date falling 10.5 years from the Original Closing Date

(each as defined in the Subordinated Loan Agreement) or on any Interest Payment Date thereafter
and, prior to such date, VTB may repay the Subordinated Loan for regulatory or tax reasons, as
described in Clause 5 of the Subordinated Loan Agreement.
On each Interest Payment Date (being June 6 and December 6 in each year commencing on
December 6, 2012), the Issuer shall account to the Noteholders for an amount equivalent to amounts of
interest actually received and retained (net of tax) by or for the account of the Issuer pursuant to the
Subordinated Loan Agreement. Interest on the Subordinated Loan accrues, subject to (i) the right (or
obligation, as the case may be) of VTB to cancel interest pursuant to Clause 4.4 of the Subordinated
Loan Agreement or (ii) the right of the CBR to require VTB to defer interest pursuant to Clause 4.5 of
the Subordinated Loan Agreement, at the aggregate of (a) the relevant Treasury Rate and (b) the
Margin (as each term is defined in the Subordinated Loan Agreement from (and including) the
Relevant Closing Date to (but excluding) the First Reset Date and, provided that the Subordinated
Loan is not prepaid at or before such time, thereafter, to each following Reset Date (being, in each
case, the 10th anniversary of the previous Reset Date) at the then prevailing interest rate under the
Subordinated Loan Agreement. Clause 4.4 of the Subordinated Loan Agreement provides that VTB at
its discretion may, and in certain circumstances must, cancel all or part of any payment of interest
that is scheduled to be paid on any interest payment date under the Subordinated Loan Agreement
and, in such circumstances, subject to Clause 4.4.5 of the Subordinated Loan Agreement, the Issuer
shall have no right to any such interest, whether in bankruptcy or dissolution of VTB or otherwise.
Consequently where interest is cancelled under the Subordinated Loan Agreement, no corresponding
payment of interest will be made pursuant to the Notes. Furthermore, Clause 4.5 of the Subordinated
Loan Agreement provides that the CBR has the right to require deferral of payments by VTB of
interest and/or principal if the making of such payment would give rise to a Deferral Event (as defined
in the Subordinated Loan Agreement), and upon such a deferral, no such interest and/or principal will
be paid pursuant to the Subordinated Loan Agreement (and consequently the Notes) until the earlier
of (i) the cessation of the Deferral Event or upon the occurrence of (ii) any of the events set out in
Clause 12.2 of the Subordinated Loan Agreement or repayment pursuant to Clauses 5.2 or 5.3.
Finally, to the extent that any principal amount of the Notes is reduced pursuant to Condition 6(c), no
interest shall be payable on such principal amount of the Notes that is so reduced.
The Original Subordinated Loan qualifies, and all or part of the Further Subordinated Loan is
intended to qualify, as tier 1 capital ("Tier 1 Capital") of VTB under regulations of the Central Bank of the
Russian Federation (the "CBR"). The Subordinated Loan Agreement and the Notes provide that VTB may,
in the event that as a consequence of any amendment to, clarification of or change in such regulations
(including a change in interpretation or application thereof) resulting in the Subordinated Loan ceasing to
qualify as Tier 1 Capital, opt to prepay the Subordinated Loan, together with accrued interest and additional
amounts, as more fully described in Clause 5.2 of the Subordinated Loan Agreement. Upon the exercise of
such option, the Issuer shall, to the extent it has received the relevant funds from VTB in prepayment of the
Subordinated Loan, redeem the Notes.
Clause 7 of the Subordinated Loan Agreement provides that, (i) if a Loss Absorption Event has
occurred and is continuing and Other Tier 1 Capital has been exhausted to offset losses or (ii) Other
Basel Tier 1 Capital (all as defined in the Subordinated Loan Agreement) has been exhausted to offset
losses, then the Subordinated Loan shall promptly be used to offset losses. Condition 6(d) of the Terms
and Conditions of the Notes provides for a corresponding write down of the principal amount of each
Note on a pro rata basis. Clause 7.4 of the Subordinated Loan Agreement and Condition 6(e) of the
Terms and Conditions of the Notes also provide for the potential reinstatement of the Subordinated
Loan and a corresponding reinstatement of the principal amount of each Note on a pro rata basis in
the limited circumstances set out therein.
AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS".
THE FURTHER NOTES AND THE SUBORDINATED LOAN HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE

"SECURITIES ACT"), AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S.
PERSONS (AS DEFINED IN REGULATION
S UNDER THE SECURITIES
ACT
("REGULATION S")). THE FURTHER NOTES ARE BEING OFFERED AND SOLD (I) WITHIN
THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs"), IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), THAT ARE ALSO QUALIFIED
PURCHASERS ("QPs"), AS DEFINED IN SECTION
2(A)(51) OF THE U.S.
INVESTMENT
COMPANY ACT OF 1940 (THE "INVESTMENT COMPANY ACT") IN RELIANCE ON THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A (THE "RULE 144A NOTES")
AND (II)
OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON
REGULATION S (THE "REGULATION S NOTES"). THE ISSUER HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE INVESTMENT COMPANY
ACT. PROSPECTIVE
PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE RULE 144A NOTES MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND
CERTAIN FURTHER RESTRICTIONS, SEE "SUBSCRIPTION AND SALE" AND "TRANSFER
RESTRICTIONS".
The Further Notes are not eligible for placement and circulation in the Russian Federation
unless and to the extent otherwise permitted by Russian law. The information provided in this
Prospectus is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer the
Further Notes in the Russian Federation or to or for the benefit of any Russian person or entity. This
Prospectus and information contained herein does not constitute an advertisement or an offer of any
securities in the Russian Federation. It is not intended to be, and must not be, distributed or circulated
in the Russian Federation unless and to the extent permitted under Russian law.
The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as
competent authority under Directive 2003/71/EC (the "Prospectus Directive"). The Central Bank only
approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the
Prospectus Directive. Application has been made to the Irish Stock Exchange Limited (the "Irish Stock
Exchange") for the Further Notes to be admitted to the official list of the Irish Stock Exchange (the "Official
List") and trading on its regulated market (the "Main Securities Market"). Such approval relates only to
the Further Notes which are to be admitted to trading on a regulated market for the purposes of Directive
2004/39/EC or which are to be offered to the public in any Member State of the EEA.
The Issuer has requested the Central Bank to provide the Financial Services Authority in its capacity
as competent authority under the Financial Services and Markets Act 2000 (the "UK Listing Authority")
with a certificate of approval for the Further Notes to be admitted to the official list of the UK Listing
Authority (the "Official List of the UK Listing Authority") and to the London Stock Exchange plc (the
"London Stock Exchange") for such Further Notes to be admitted to trading on the London Stock
Exchange's regulated market (the "Regulated Market").
References in this Prospectus to the Further Notes being listed (and all related references) shall mean
that the Further Notes have been admitted to the Official List of the Irish Stock Exchange and the Official
List of the UK Listing Authority and have been admitted to trading on the Main Securities Market and the
Regulated Market. Each of the Main Securities Market and the Regulated 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
institutions.
VTB has a long-term issuer default rating of "BBB", a short-term issuer default rating of "A-3" from
Standard & Poor's Credit Market Services Europe Limited ("S&P"), a long-term bank deposit rating of
"Baa1", a short-term bank deposit rating of "Prime-2" from Moody's Investors Service Ltd. ("Moody's"),
and a long-term issuer default rating ("IDR") of "BBB", a short-term IDR of "F3" from Fitch Ratings
CIS Limited ("Fitch").

S&P is established in the European Union and is registered under the Regulation
(EC)
No. 1060/2009, as amended (the "CRA Regulation"). As such, S&P is included in the list of credit rating
agencies published by the European Securities and Markets Authority ("ESMA") on its website in
accordance with the CRA Regulation. Fitch is established in the European Union and is registered under the
CRA Regulation. As such, Fitch Ratings Ltd. is included in the list of credit rating agencies published by
ESMA on its website in accordance with the CRA Regulation. Moody's is established in the European
Union and registered under the CRA Regulation and, as such, is included in the list of credit rating agencies
published by ESMA on its website in accordance with the CRA Regulation. For more information on the
ratings of the Notes, see "Overview". In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not issued by a credit rating agency established in the
European Union and registered under the CRA Regulation.
The Further Notes will be in registered form and will be offered and sold in the minimum
denomination of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof. The Further Notes
which will be sold in an "offshore transaction" within the meaning of Regulation S (the "Regulation S
Further Notes") will initially be represented by interests in a temporary global unrestricted Note in
registered form (the "Temporary Regulation S Global Note") without interest coupons, which will be
deposited with a common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on the Issue
Date. Beneficial interests in the Temporary Regulation S Global Note will be shown on, and transfers thereof
will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. Upon the
"Global Note Exchange Date" (as defined below) interests then existing in the Temporary Regulation S
Global Note will be exchanged in whole, but not in part, for interests in a permanent global unrestricted Note
(the "Permanent Regulation S Global Note") and upon such exchange the Temporary Regulation S Global
Note shall become void. The Permanent Regulation S Global Note will be deposited with a common
depositary for, and registered in the name of nominee of, Euroclear and Clearstream, Luxembourg on the
Issue Date. Beneficial interests in such Permanent Regulation S Global Note will be shown on, and transfers
thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. The
Further Notes which are sold to QIBs that are also QPs, as referred to in, and subject to the transfer
restrictions described in, "Subscription and Sale" and "Transfer Restrictions" (the "Rule 144A Further
Notes") will initially be represented by interests in a global restricted note in registered form (the
"Permanent Rule 144A Global Note" and together with the Temporary Regulation S Global Note and the
Permanent Regulation S Global Note the "Global Notes"), without interest coupons, which will be
deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company
("DTC") on the Issue Date. Beneficial interests in the Permanent Rule 144A Global Note will be shown on,
and transfers thereof will be effected only through, records maintained by DTC and its participants. See
"Summary of the Provisions Relating to the Notes in Global Form". Individual definitive Notes in registered
form ("Definitive Notes") will only be available in certain limited circumstances as described herein.

The Further Notes initially represented by the Temporary Regulation S Global Note, will become
fungible with the Original Notes: (i) on the first business day following the expiry of 40 days after the Issue
Date of the Further Notes (the "Global Note Exchange Date"); or (ii) following the transfer to a qualifying
U.S. Person in accordance with the transfer restrictions set out in "Transfer Restrictions" whereupon such
transferred Further Notes will be represented by an interest in the Permanent Rule 144A Global Note (which
will be fungible with the Original Notes at the Issue Date of the Further Notes). The Further Notes initially
represented by the Permanent Rule 144A Global Note will be fungible with the Original Notes on the Issue
Date of the Further Notes.

Lead Manager

VTB Capital

Co-Managers

Eurasian Development Bank

Russian Agricultural Bank
The date of this Prospectus is November 6, 2012.

This Prospectus comprises a prospectus for the purposes of the Prospectus Directive as implemented
in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations") and
for the purpose of giving information with regard to the Issuer, VTB and VTB and its subsidiaries taken as a
whole (the "Group"), the Subordinated Loan and the Further Notes, which, according to the particular
nature of the Issuer, VTB, the Group, the Further Notes and the Subordinated Loan, is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses
and prospects of the Issuer, VTB and the Group and of the rights attaching to the Further Notes.
Each of the Issuer and VTB accepts responsibility for the information contained in this Prospectus.
To the best of the knowledge and belief of each of the Issuer and VTB (having taken all reasonable care to
ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information. In addition, VTB, having made all
reasonable enquiries, confirms that (i) this Prospectus contains all information with respect to VTB, the
Group, the Subordinated Loan and the Further Notes that is material in the context of the issue and offering
of the Further Notes; (ii) the statements contained in this Prospectus relating to VTB and the Group are in
every material particular true and accurate and not misleading; (iii) the opinions, expectations and intentions
expressed in this Prospectus with regard to VTB and the Group are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts
in relation to VTB, the Group, the Subordinated Loan or the Further Notes the omission of which would, in
the context of the issue and offering of the Further Notes, make any statement in this Prospectus misleading
in any material respect; and (v) all reasonable enquiries have been made by VTB to ascertain such facts and
to verify the accuracy of all such information and statements. Accordingly, save as set out in the immediately
preceding sentence and below, VTB accepts responsibility for the information contained in this Prospectus.
Information under the heading "Banking Sector in the Russian Federation" and "Banking Regulation
in the Russian Federation" includes extracts from information and data publicly released by official and
other sources (including, inter alia, the Central Bank of the Russian Federation the CBR). The Issuer and
VTB accept responsibility for accurately reproducing such information and data. So far as the Issuer and
VTB are able to ascertain from this publicly available information, no facts have been omitted which would
render the reproduced information misleading or inaccurate.
VTB's legal name is VTB Bank (open joint-stock company). VTB is registered in the Russian
Federation in the Unified State Register of Legal Entities under number 1027739609391, and the address of
its registered office is 29 Bolshaya Morskaya Street, St. Petersburg 190000, Russian Federation. The
telephone number of the registered office is +7-812-314-6059. VTB's head office (the "Head Office") is
located at Presnenskaya Emb. 12, Moscow 123100, Russian Federation. The telephone number of the Head
Office is +7-495-739-7799.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, VTB,
the Group, the Trustee, the Lead Manager (as defined under "Subscription and Sale") or the other Managers
(as defined below) to subscribe for or purchase any of the Further Notes.
The distribution of this Prospectus and the offer or sale of the Further Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer,
VTB, the Group, the Trustee and the Lead Manager and Eurasian Development Bank and Russian
Agricultural Bank (together with the Lead Manager the "Managers") to inform themselves about and to
observe any such restrictions. Further information with regard to restrictions on offers and sales of the
Further Notes and the distribution of this Prospectus is set out under "Subscription and Sale".
No person is authorised to provide any information or make any representation not contained in this
Prospectus and any information or representation not contained in this Prospectus must not be relied upon as
having been authorised by or on behalf of the Issuer, VTB, the Group, the Trustee, or the Managers. The

i

delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any
time subsequent to its date. The websites of VTB and its subsidiaries do not form any part of the contents of
this Prospectus.
Neither the delivery of this Prospectus nor the offer, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial or otherwise) of the Issuer, VTB or the Group since
the date of this Prospectus.
None of the Issuer, VTB, the Group, the Trustee or the Managers or any of their respective
representatives is making any representation to any offeree or purchaser of the Further Notes regarding the
legality of an investment by such offeree or purchaser under relevant investment or similar laws. Each
investor should consult with its own advisers as to the legal, tax, business, financial and related aspects of
purchase of the Further Notes.
Prospective purchasers must comply with all laws that apply to them in any place in which they buy,
offer or sell any Further Notes or possess this Prospectus. Any consents or approvals that are needed in order
to purchase any Further Notes must be obtained. The Issuer, VTB, the Group and the Managers are not
responsible for compliance with these legal requirements. The appropriate characterisation of any Further
Notes under various legal and investment restrictions, and thus the ability of investors subject to these
restrictions to purchase such Further Notes, is subject to significant interpretative uncertainties. No
representation or warranty is made as to whether or the extent to which any Further Notes constitute a lawful
investment for investors whose investment power is subject to legal restrictions. Such investors should
consult their legal advisers regarding such matters.
This Prospectus may only be provided to persons in the United Kingdom in circumstances where
Section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer or VTB.
Accordingly, this Prospectus is only being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant persons"). The Further Notes are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Further Notes will be
engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
In connection with the issue of the Further Notes, VTB Capital plc (the "Stabilising Manager"), or
persons acting on behalf of the Stabilising Manager, may over-allot Further Notes or effect transactions with
a view to supporting the market price of the Further Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that such Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the Further Notes 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
Further Notes and 60 days after the date of allotment of such Further Notes. Any stabilisation action or over-
allotment shall be conducted in accordance with all applicable laws and rules.
The Prospectus will be filed and approved by the Central Bank as required by the Prospectus
Regulations. The Prospectus approved by the Central Bank will be filed with the Irish Companies
Registration Office in accordance with Regulation 38(1)(b) of the Prospectus Regulations.
The Issuer is not and will not be regulated by the Central Bank as a result of issuing the Further
Notes. Any investment in the Further Notes does not have the statue of a bank deposit and is not within the
scope of the deposit scheme operated by the Central Bank.

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Except as set out in "Documents Incorporated by Reference", the contents of any websites referred
to in this Prospectus do not form part of this Prospectus.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE
MANAGERS AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH
IN THIS PROSPECTUS, AND NOTHING CONTAINED IN THIS PROSPECTUS IS, OR SHALL BE
RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR THE
FUTURE. THE MANAGERS DO NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION CONTAINED IN THIS PROSPECTUS.
EACH PERSON CONTEMPLATING MAKING AN INVESTMENT IN ANY FURTHER NOTES
MUST MAKE ITS OWN INVESTIGATION AND ANALYSIS OF THE CREDITWORTHINESS OF THE
ISSUER, VTB AND THE GROUP AND ITS OWN DETERMINATION OF THE SUITABILITY OF ANY
SUCH INVESTMENT, WITH PARTICULAR REFERENCE TO ITS OWN INVESTMENT OBJECTIVES
AND EXPERIENCE AND ANY OTHER FACTORS WHICH MAY BE RELEVANT TO IT IN
CONNECTION WITH SUCH INVESTMENT.
THE FURTHER NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF THE FURTHER NOTES OR THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
ADDITIONAL INFORMATION
Neither the Issuer nor VTB is required to file periodic reports under Section 13 or 15 of the
U.S. Securities Exchange Act of 1934 (the "Exchange Act"). For so long as either the Issuer or VTB is not a
reporting company under Section 13 or 15(d) of the Exchange Act, or exempt from reporting pursuant to
Rule 12g3-2(b) thereunder, the Issuer or VTB, as the case may be, will, upon request, furnish to each holder
or beneficial owner of Further Notes that are "restricted securities" (within the meaning of Rule 144(a)(3)
under the Securities Act) and to each prospective purchaser thereof designated by such holder or beneficial
owner upon request of such holder, beneficial owner or prospective purchaser, in connection with a transfer
or proposed transfer of any such Notes pursuant to Rule 144A under the Securities Act or otherwise, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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TABLE OF CONTENTS

OVERVIEW.......................................................................................................................................................1
RISK FACTORS ..............................................................................................................................................14
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ...........................................................53
FORWARD-LOOKING STATEMENTS........................................................................................................54
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................56
CERTAIN DEFINITIONS...............................................................................................................................58
ENFORCEABILITY OF JUDGMENTS .........................................................................................................62
USE OF PROCEEDS .......................................................................................................................................64
CAPITALISATION .........................................................................................................................................65
SELECTED CONSOLIDATED FINANCIAL INFORMATION...................................................................67
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.........................................................................................................................70
SELECTED STATISTICAL AND OTHER INFORMATION .....................................................................104
BUSINESS .....................................................................................................................................................117
RISK MANAGEMENT .................................................................................................................................137
MANAGEMENT ...........................................................................................................................................165
SHAREHOLDING.........................................................................................................................................178
RELATED PARTY TRANSACTIONS ........................................................................................................179
THE BANKING SECTOR IN THE RUSSIAN FEDERATION...................................................................181
BANKING REGULATION IN THE RUSSIAN FEDERATION.................................................................185
THE ISSUER .................................................................................................................................................197
THE SUBORDINATED LOAN AGREEMENT...........................................................................................199
TERMS AND CONDITIONS OF THE FURTHER NOTES........................................................................232
SUMMARY OF THE PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM........................249
SUBSCRIPTION AND SALE .......................................................................................................................257
TAXATION ...................................................................................................................................................261
CERTAIN ERISA CONSIDERATIONS.......................................................................................................274
TRANSFER RESTRICTIONS ......................................................................................................................275
GENERAL INFORMATION ........................................................................................................................279

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