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The City of Moscow 3374,000,000 6.45 Per Cent

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The City of Moscow 3374,000,000 6.45 Per Cent Offering Circular dated 11 October 2004 The City of Moscow 3374,000,000 6.45 per cent. Loan Participation Notes due 2011 issued by, but without recourse to, Dresdner Bank Aktiengesellschaft (a bank incorporated as a joint stock company (Aktiengesellschaft) under the laws of the Federal Republic of Germany), for the purpose of funding a 3374,000,000 loan to The City of Moscow acting through The State Debt Committee of the City of Moscow Issue Price: 100 per cent. Dresdner Bank Aktiengesellschaft (the “Bank” or the “Issuer”) is issuing A374,000,000 in aggregate principal amount of 6.45 per cent. Loan Participation Notes due 2011 (the “Notes”). The Notes are limited recourse obligations of the Bank and are being offered for the sole purpose of funding a seven year loan (the “Loan”) to The City of Moscow acting through The State Debt Committee of the City of Moscow (the “State Debt Committee”, the “Borrower”, the “City” or not an offer to sell these securities and is soliciting buy in “Moscow”) pursuant to a credit facility agreement (the “Credit Facility Agreement”) dated 11 October 2004 between the Bank and the Borrower. The sale. Notes will be constituted by, be subject to, and have the benefit of, a trust deed dated 12 October 2004 (the “Trust Deed”) between the Bank and The Law Debenture Trust Corporation p.l.c. as trustee (the “Trustee”), for the holders of the Notes from time to time (the “Noteholders”). In the Trust Deed, the Bank will charge by way of first fixed charge to the Trustee for the benefit of the Noteholders (a) its right to principal, interest and additional amounts (if any) as lender under the Credit Facility Agreement and (b) amounts received pursuant to the Credit Facility Agreement in an account of the Bank (as described herein), in each case other than the Reserved Rights (as defined in “Terms and Conditions of the Notes”) and any amounts relating to the Reserved Rights. The Bank will also assign its rights under the Credit Facility Agreement to the Trustee. In each case where amounts of principal, interest and other amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Bank 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, interest and additional amounts (if any) actually received by, or for the account of, the Bank pursuant to the Credit Facility Agreement less any amount in respect of the Reserved Rights. The Bank will have no other financial obligations under the Notes. Noteholders will be deemed to have accepted and agreed that they will be relying solely and exclusively on the covenant to pay under the Credit Facility Agreement and the credit and financial standing of the Borrower in respect of the financial servicing of the Notes. Interest on the Notes will be payable annually in arrear in equal instalments on 12 October in each year commencing on 12 October 2005 as described under “Terms and Conditions of the Notes—Interest”. The Notes will bear interest of 6.45 per cent. per annum. Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 12 October 2011. Except as set forth herein (see “Tax Considerations”), payments in respect of the Notes will be made without any deduction or withholding for or on account of taxes of the Federal Republic of Germany. The Loan may be prepaid at its principal amount, together with accrued interest, at the option of the Borrower upon the Borrower or the Bank being required to deduct or withhold any Russian or German taxes from payments to be made by them in respect of the Notes or pursuant to the Credit Facility Agreement. The Loan may also be prepaid if it becomes unlawful for the Loan or the Notes to remain outstanding, as set out in the Credit Facility Agreement, and thereupon (subject to the receipt of the relevant funds from the Borrower) the principal amount of all outstanding Notes will be prepaid by the Bank, together with accrued interest. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” ON PAGE 9. Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes and the Loan have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). The Notes are being offered outside the United States by the Managers (as defined in “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be in registered form in the denomination of A50,000. The Notes may be held and transferred, and will be offered and sold, in the principal amount of A50,000 and integral multiples of A1,000 in excess thereof. The Notes will be represented by a global registered certificate (the “Global Note Certificate”) registered in the name of a nominee for, and deposited on 12 October 2004 with, a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Definitive registered certificates (“Individual Note Certificates”) evidencing holdings of Notes will only be available in certain limited circumstances. See “Summary of Provisions relating to the Notes in Global Form”. Joint Lead Managers Citigroup Dresdner Kleinwort Wasserstein UBS Investment Bank Senior Co-lead Managers ABN AMRO Bank Austria Creditanstalt any jurisdiction where the offer or sale is not permitted to person entity whom it unlawful make an The information in this Preliminary Offering Circular is not complete and may be changed. This The City accepts responsibility for the information contained in this offering circular with respect to itself, the Credit Facility Agreement and the Notes. To the best of the knowledge and belief of the City (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. In addition, the City, having made all reasonable enquiries, confirms that (i) this Offering Circular contains all information with respect to the City, the Credit Facility Agreement and the Notes that is material in the context of the issue and offering of the Notes; (ii) the statements contained in the Offering Circular relating to the City are in every material particular true and accurate and not misleading; (iii) the opinions, expectations and intentions expressed in this Offering Circular with regard to the City 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 the City, the Credit Facility Agreement or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading in any material respect; and (v) all reasonable enquiries have been made by the City to ascertain such facts and to verify the accuracy of all such information and statements. The Bank accepts responsibility for all information in this Offering Circular with respect to itself (the “Bank Information”). Information under the heading “The Russian Federation” includes extracts from information and data publicly released by official and other sources and the City accepts responsibility for accurately reproducing such information and data but accepts no further responsibility in respect of such information and data. No representation or warranty, express or implied, is made by Citigroup Global Markets Limited (“Citigroup”), Dresdner Bank AG London Branch (“Dresdner”), UBS Limited (“UBS”) (Citigroup, Dresdner and UBS together, the “Joint Lead Managers”), the Bank (save for the above responsibility statement), the Trustee or any of their affiliates or any person acting on their behalf or any of the other Managers (as defined in “Subscription and Sale”) as to the accuracy or completeness of the information contained in this document, and none of such persons has attempted to verify such information. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of, the Bank, the City or the Managers to subscribe or purchase any Notes. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the City, the Bank and the Managers to inform themselves about and to observe any such restrictions. In particular, the Notes have not been and will not be registered under the Securities Act and are subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to U.S. persons. In addition, none of the Bank, the City or the Managers has authorised any offer of Notes to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the “Regulations”). Notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the Regulations or otherwise in compliance with all applicable provisions of the Regulations.
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