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IMPORTANT NOTICE IMPORTANT: You Must Read the Following Before Continuing 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 not be U.S. Persons (as defined in Regulation S under the Securities Act) and must be outside the United States and must not be 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 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. 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 JSC VTB Bank (the “Borrower”) or VTB Capital S.A. (the “Issuer”). 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, none of the Borrower, the Issuer, VTB Capital plc, Australia and New Zealand Banking Group Limited or 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 the Borrower, the Issuer, VTB Capital plc or Australia and New Zealand Banking Group Limited. DRAWDOWN PROSPECTUS prepared in connection with the AU$500,000,000 7.50 per cent. Loan Participation Notes due 2017 (the “Notes”) Issued as Series 23 under the U.S.$20,000,000,000 Programme No. 2 (the “Programme”) for the Issuance of Loan Participation Notes to be issued by, but with limited recourse to, VTB Capital S.A. for the purpose of financing loans to JSC VTB Bank Issue Price: 100 per cent. This Drawdown Prospectus, which must be read and construed as one document in conjunction with information incorporated by reference herein (see “Documents and Information Incorporated by Reference”), which includes certain information from the base prospectus dated March 20, 2012 prepared in connection with the Programme, as supplemented on May 15, 2012 and July 12, 2012 (the “Base Prospectus”) (the “Drawdown Prospectus”), is prepared in connection with the issue of the Notes by VTB Capital S.A. (the “Issuer”) under the Programme. The Notes are being issued on or about December 11, 2012 (the “Issue Date”), for the sole purpose of financing a senior loan of AU$500,000,000 (the “Loan”) to JSC VTB Bank (“VTB” or the “Borrower”), as borrower. The Loan is granted pursuant to the terms of a facility agreement between the Issuer and VTB dated July 26, 2010 (the “Facility Agreement”), as amended and supplemented by a loan supplement dated December 7, 2012 (the “Loan Supplement” and together with the Facility Agreement, the “Loan Agreement”). Interest on the Notes will be payable at the rate of 7.50 per cent. per annum annually in arrear on December 11 in each year, commencing on December 11, 2013, as described under “Terms and Conditions of the Notes—5 Interest”. The issue price of the Notes is 100 per cent. of their principal amount. The Loan will bear interest of 7.50 per cent. per annum. Subject to the provisions of an amended and restated principal trust deed dated July 26, 2010 (the “Principal Trust Deed”) between the Issuer and Citibank, N.A. (the “Trustee”) as amended in respect of the Notes by a supplemental trust deed between the Issuer and Trustee to be dated on or about the Issue Date (the “Supplemental Trust Deed”, and together with the Principal Trust Deed, the “Trust Deed”) the Issuer (a) will charge in favour of the Trustee, by way of a first fixed charge as security for its payment obligations in respect of the Notes and under the Trust Deed, certain of its rights and interests under the Loan Agreement and the Account (as defined in the Loan Supplement), but excluding any Issuer Reserved Rights (as defined in the Trust Deed), and (b) will assign (in respect of the Notes), in favour of the Trustee, certain of its other rights under the Loan Agreement, but excluding any Issuer Reserved Rights, in each case for the benefit of the holders of the Notes (the “Noteholders”), all as more fully described under “Overview of the Programme” in the Base Prospectus. 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 from VTB by or for the account of the Issuer pursuant to the Loan Agreement. The Issuer will have no other financial obligation under the 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 Notes. This Drawdown Prospectus is to be read and construed in conjunction with the sections of the Base Prospectus and other information which is incorporated herein by reference (see “Documents and Information Incorporated by Reference” beginning on page 36). AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED UNDER THE SECTION ENTITLED “RISK FACTORS” IN THIS DRAWDOWN PROSPECTUS. THE NOTES AND THE CORRESPONDING LOAN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED 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”)). FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS, SEE “SUBSCRIPTION AND SALE” AND “TRANSFER RESTRICTIONS” IN THE BASE PROSPECTUS (INCORPORATED BY REFERENCE HEREIN). The Notes are not eligible for initial offering and public circulation in the Russian Federation, unless otherwise permitted by Russian law.
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