$20,000,000,000 Programme No. 2 for the Issuance of Loan Participation Notes to Be Issued By, but with Limited Recourse To, VTB Capital S.A

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$20,000,000,000 Programme No. 2 for the Issuance of Loan Participation Notes to Be Issued By, but with Limited Recourse To, VTB Capital S.A BASE PROSPECTUS SUPPLEMENT $20,000,000,000 Programme No. 2 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 This base prospectus supplement (the “Base Prospectus Supplement”) is prepared in connection with the Programme No. 2 for the Issuance of Loan Participation Notes by VTB Capital S.A. (the “Issuer”) (the “Programme”) and is supplemental to, and should be read in conjunction with, the base prospectus dated February 10, 2011 (the “Base Prospectus”). Capitalised terms used, but not otherwise defined in this Base Prospectus Supplement shall have the meanings ascribed thereto in the Base Prospectus. This Base Prospectus Supplement has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Base Prospectus Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This Base Prospectus Supplement constitutes a Base Prospectus Supplement for the purposes of the Prospectus Directive. This Base Prospectus Supplement constitutes neither an offer to sell nor a solicitation of an offer to buy any Notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. THE SECURITIES TO BE ISSUED UNDER THE PROGRAMME HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (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 SECURITIES ISSUED UNDER THE PROGRAMME MAY BE OFFERED AND SOLD (I) WITHIN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), THAT ARE ALSO QUALIFIED PURCHASERS, AS DEFINED IN SECTION 2(A)(51) OF THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A AND (II) TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S. THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE SECURITIES 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” IN THE BASE PROSPECTUS. The date of this Base Prospectus Supplement is May 20, 2011. The information included herein supplements, and to the extent inconsistent therewith replaces, the information about the Programme, VTB and its subsidiaries taken as a whole (the “Group”) contained in the Base Prospectus. Save as disclosed herein, there has been no other significant new factor, material mistake or inaccuracy relating to the information contained in the Base Prospectus since the date of its publication Each of the Issuer and VTB accepts responsibility for the information contained in this Base Prospectus Supplement. 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 Base Prospectus Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. VTB’s legal name is VTB Bank (open joint-stock company). VTB is registered in Russia 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 Federation Tower West, 12, Presnenskaya emb., Moscow 123100, Russian Federation. The telephone number of the Head Office is +7-495- 739-7799. The Issuer’s legal name is VTB Capital S.A., registered with the Luxembourg Register of Commerce and Companies under number B-97,053, and its registered address is 2, Boulevard Konrad Adenauer, L-1115 Luxembourg. The Issuer’s telephone number is +352-421-22-243. This Base Prospectus Supplement does not constitute an offer of, or an invitation by or on behalf of, the Issuer, VTB, the Group, the Dealers or the Arranger to subscribe for or purchase any of the Notes. The distribution of this Base Prospectus Supplement and the offer or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus Supplement come are required by the Issuer, VTB, the Group, the Trustee, any Swap Counterparty, the Dealers and the Arranger to inform themselves about and to observe any such restrictions. Further information with regard to restrictions on offers and sales of the Notes and the distribution of the Base Prospectus, as supplemented by this Base Prospectus Supplement, is set out under “Subscription and Sale” in the Base Prospectus. No person is authorised to provide any information or make any representation not contained in this Base Prospectus Supplement, and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, VTB, the Group, the Trustee, any Swap Counterparty, any of the Dealers or the Arranger (each as defined in the Base Prospectus). The delivery of this Base Prospectus Supplement at any time does not imply that the information contained in it is correct as of any time subsequent to its date. The websites of VTB and its subsidiaries do not form any part of the contents of the Base Prospectus or this Base Prospectus Supplement. Neither the delivery of this Base Prospectus Supplement 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 Base Prospectus Supplement. None of the Issuer, VTB, the Group, the Trustee, any Swap Counterparty, the Dealers or the Arranger or any of their respective representatives is making any representation to any offeree or purchaser of the 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 implications of the purchase of the Notes. Prospective purchasers must comply with all laws that apply to them in any place in which they buy, offer or sell any Notes or possess this Base Prospectus Supplement. Any consents or approvals that are needed in order to purchase any Notes must be obtained. The Issuer, VTB, the Group, the Arranger and the Dealers are not responsible for compliance with these legal requirements. The appropriate characterisation of any Notes under various legal and investment restrictions, and thus the ability of investors subject to these restrictions to purchase such Notes, is subject to significant interpretative uncertainties. No representation or warranty is made as to whether or the extent to which any 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 Base Prospectus Supplement 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 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. In connection with the issue of any Series of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) in the relevant Final Terms (the “Stabilising Manager”), or persons acting on behalf of the Stabilising Manager, may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that such i 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 a Series of 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 such Series of Notes and 60 days after the date of allotment of such Series of Notes. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules. S&P is established in the European Union and has applied for registration under the CRA Regulation, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority. In general, European investors are restricted from using a rating for regulatory purposes is such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before June 7, 2010 that has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.
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