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Important Notice Not for General Distribution in Or Into the United States Or Otherwise Than to Persons to Whom It Can Lawfully Be Distributed

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Important Notice Not for General Distribution in Or Into the United States Or Otherwise Than to Persons to Whom It Can Lawfully Be Distributed IMPORTANT NOTICE NOT FOR GENERAL DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Prospectus whether received by e-mail, accessed from the internet or received as a result of electronic transmission and you are advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Prospectus. In accessing the attached Prospectus you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the Lead Manager (as defined below) as a result of such access. The attached Prospectus is intended for the addressee only. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE ATTACHED PROSPECTUS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES 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 DESCRIBED IN THE ATTACHED PROSPECTUS MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS 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 Prospectus or make an investment decision with respect to the securities described in the attached Prospectus, investors must comply with the following provisions. You have been sent the attached Prospectus on the basis that you have confirmed to VTB Capital plc (the "Lead Manager"), being the sender of the attached Prospectus, that you are (a) a relevant person (as defined below) located in the United Kingdom or (b) a person that is (i) both outside the United States (within the meaning of Regulation S under the Securities Act ("Regulation S") and outside the United Kingdom and (ii) accessing the e-mail to which this Prospectus is attached outside the United States of America, its territories or possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia or (c) a person located in the United States of America to whom the attached Prospectus is being distributed pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the United States Exchange Act of 1934, as amended, and pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder. By accepting this e-mail and accessing the attached Prospectus, you shall be deemed to have made the above representation and shall be deemed to have consented to delivery of such Prospectus by electronic transmission. In addition, in the United Kingdom, the attached Prospectus is being distributed only to and is directed only at investors who are (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (b) high net worth entities falling within Article 49 of the Order, or (c) other persons to whom it may otherwise lawfully be communicated under the Order, (all such person together referred to as "relevant persons") and persons who do not have professional experience in matters relating to investments should not rely on it. Any investment or investment activity to which the attached Prospectus relates is available in the United Kingdom only to relevant persons and will be engaged in only with such persons. In member states of the European Economic Area, the attached Prospectus is being distributed only to and is directed only at investors who are qualified investors as defined in Directive 2010/73/EU. The attached Prospectus has been delivered to you on the basis that you are a person into whose possession the attached Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. The attached Prospectus 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 Finance & Credit Ukraine B.V. (the "Issuer"), the Lead Manager, Public Joint Stock Company "Bank "Finance and Credit" (the "Bank"), or any person who controls them, or any director, officer, employee or agent of any of them, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the attached Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Lead Manager. You are reminded that no representation or warranty, expressed or implied, is made or given by or on behalf of the Lead Manager, or by any person who controls the Lead Manager or any director, officer, employee or agent of any of it, or affiliate of any such person as to the accuracy, completeness or fairness of the information or opinions contained in the attached Prospectus and such persons do not accept responsibility or liability for any such information or opinions. Neither this electronic transmission nor the attached Prospectus constitutes or contains any offer to sell or invitation to subscribe or make commitments for or in respect of any securities in any jurisdiction where such an offer or invitation would be unlawful. U.S.$ 100,000,800 9.25% Loan Participation Notes due 2019 issued by Finance & Credit Ukraine B.V. on a limited recourse basis for the purpose of funding a loan by VTB Capital plc to Public Joint Stock Company "Bank "Finance and Credit" (established and registered in Ukraine) Issue Price : 100 per cent.of the principal amount of the Notes plus accrued interest from and including 25 July 2013 to (but excluding) 23 January 2014 at the rate of 10.5 per cent per annum Finance & Credit Ukraine B.V. (the "Issuer") is issuing an aggregate principal amount of U.S.$100,000,800 9.25 per cent. Loan Participation Notes due 2019 (the "Notes") for the sole purpose of funding a 100 per cent. participation by the Issuer (the "Sub-Participation") pursuant to an amended and restated sub-participation agreement dated 14 January 2014 between the Issuer and VTB Capital plc ("Amended and Restated Sub-Participation Agreement") in a loan (the "Loan") by VTB Capital plc (the "Lender") to Public Joint Stock Company "Bank "Finance and Credit" (the "Borrower" or the "Bank") under an amended and restated loan agreement dated 14 January 2014 (the "Amended and Restated Loan Agreement") for the sole purpose of financing the Loan. The Issuer will charge, by way of first fixed charge as security for its payment obligations in respect of the Notes, its rights and interests as participant under the Amended and Restated Sub-Participation Agreement, and the Lender will charge, by way of first fixed charge as security for its obligations in respect of the Amended and Restated Sub-Participation Agreement, its rights and interests as Lender under the Amended and Restated Loan Agreement, to Citibank, N.A., London Branch, as trustee (the "Trustee"), for the benefit of the holders of the Notes (the "Noteholders") and the Issuer and the Lender will assign their respective administrative rights under the Amended and Restated Sub-Participation Agreement and the Amended and Restated Loan Agreement to the Trustee, all as more fully described under "Description of the Transaction". 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 shall constitute 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 the Notes, for an amount equivalent to all principal, interestand additional amounts (if any) actually received by or for the account of the Issuer pursuant to the Amended and Restated Sub-Participation Agreement, excluding however, any amounts paid in respect of Reserved Rights (as defined in the trust deed entered into between the Issuer, the Lender and the Trustee on 23 January 2014 (the "Trust Deed")). The Issuer will have no other financial obligations under the Notes. Accordingly, Noteholders will be deemed to have accepted and agreed that they will be relying solely and exclusively on the credit and financial standing of the Bank in respect of the financial servicing of the Notes. Save as otherwise expressly provided in this Prospectus (the "Prospectus") and in the Trust Deed, no proprietary or other direct interest in the Issuer's rights under or in respect of the Amended and Restated Sub-Participation Agreement or the Sub-Participation or in the Lender's rights under or in respect of the Amended and Restated Loan Agreement or the Loan exists for the benefit of the Noteholders. Subject to the terms of the Trust Deed, no Noteholder will have any entitlement to enforce any of the provisions in the Amended and Restated Loan Agreement or the Amended and Restated Sub-Participation Agreement or have direct recourse to the Bank except through action by the Trustee under the Security Interests as defined in the "Terms and Conditions of the Notes".
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