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 any 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 the attached document. 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 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 VTB Capital S.A. 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 JSC VTB Bank, VTB Capital S.A., nor VTB Capital plc, 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 JSC VTB Bank, VTB Capital S.A. or VTB Capital plc. 31JAN201117340772 DRAWDOWN PROSPECTUS prepared in connection with the U.S.$500,000,000 6.0 per cent. Loan Participation Notes due 2017 (the ‘‘New Notes’’) to be consolidated and form a single series with, on the basis further set out herein, the Issuer’s U.S.$1,500,000,000 6.0 per cent. Loan Participation Notes due 2017 (the ‘‘Original Notes’’ and, together with the New Notes, the ‘‘Notes’’) Issued as Series 15 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: 103 per cent. (plus interest accrued from and including April 12, 2012 to, but excluding, August 10, 2012) 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 New Notes by VTB Capital S.A. (the ‘‘Issuer’’) under the Programme, such New Notes to be consolidated and form a single series with the Original Notes on the basis further set out herein. The New Notes are being issued for the sole purpose of financing a new senior loan of U.S.$500,000,000 (the ‘‘New Loan’’) to JSC VTB Bank (‘‘VTB’’ or the ‘‘Borrower’’), as borrower, to be consolidated with an original loan of U.S.$1,500,000,000 (the ‘‘Original Loan’’ and, together with the New Loan, the ‘‘Loan’’), 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 April 10, 2012 (the ‘‘Original Loan Supplement’’), such Original Loan Supplement as amended and restated in respect of the Loan, by virtue of an amended and restated Loan Supplement dated August 9, 2012, the form of which is set out herein (the ‘‘New Loan Supplement’’ and together with the Facility Agreement, the ‘‘Loan Agreement’’). Interest on the New Notes will be payable at the rate of 6.0 per cent. per annum semi-annually in arrear on April 12 and October 12 in each year, commencing on October 12, 2012, as described under ‘‘Terms and Conditions of the New Notes—5 Interest’’. The issue price of the New Notes is 103 per cent. of their principal amount (plus accrued interest from, and including, April 12, 2012, to, but excluding, August 10, 2012 (the ‘‘Accrued Interest’’)). For the avoidance of doubt, provided the Accrued Interest has actually been received by or for the account of the Issuer on or before the issue date of the New Notes and paid into the Account (as defined in the New Loan Supplement) in accordance with the terms of the Trust Deed (as defined herein), holders of the New Notes will receive, on the first Interest Payment Date (being on or about October 12, 2012) an amount representing accrued interest on the New Notes in respect of the period from (and including) April 12, 2012 to (but excluding) August 10, 2012. The Loan will bear interest of 6.0 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 an amended supplemental trust deed between the Issuer and Trustee to be dated on or about the date of the issue of the New Notes (modifying and restating the provisions of the Supplemental Trust Deed dated April 12, 2012) (the ‘‘Amended Supplemental Trust Deed’’, and together with the Principal Trust Deed, the ‘‘Trust Deed’’) the Issuer (a) has charged (in respect of the Original Notes) and will charge (in respect of the New Notes), 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 New Loan Supplement), but excluding any Issuer Reserved Rights (as defined in the Trust Deed), and (b) has assigned (in respect of the Original Notes) and will assign (in respect of the New 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 New Notes (the ‘‘Noteholders’’), all as more fully described under ‘‘Overview of the Programme’’ in the Base Prospectus.

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