A13.4.1 A13.4.5 A13.4.9 A7.1.1 U.S.$200,000,000 A13.1.1 8.875 per cent. Loan Participation Notes due 2015 with an interest rate step up in 2010 A9.1.1 issued by, but with limited recourse to, A9.4.1.1 Russian Standard Finance S.A. for the sole purpose of financing a subordinated loan to Closed Joint Stock Company RUSSIAN STANDARD BANK Issue Price: 100 per cent. Russian Standard Finance S.A. (the “Issuer”), is issuing an aggregate principal amount of U.S.$200,000,000 8.875 per cent. Loan Participation Notes due 2015 with an interest rate step up in 2010 (the “Notes”) issued by, but with limited recourse to, Russian Standard A13.4.2 Finance S.A. (the “Issuer”) for the sole purpose of financing a subordinated loan (the “Subordinated Loan”) to Closed Joint Stock Company Russian Standard Bank (“RSB”) on the terms of a subordinated loan agreement dated 14 December 2005 (the “Subordinated Loan Agreement”) between the Issuer and RSB. The Notes will be constituted by, be subject to, and have the benefit of, a trust deed to be dated 16 December 2005 (the “Trust Deed”) between the Issuer and Deutsche Trustee Company Limited as trustee (the “Trustee”) for the benefit A13.4.11 of the Noteholders (as defined in the Terms and Conditions of the Notes). In the Trust Deed, the Issuer 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 Subordinated Loan Agreement and the Account (as defined in the Trust Deed). In addition, the Issuer will assign absolutely certain of its administrative rights under the Subordinated Loan Agreement to the Trustee. 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 A8.3.4.7 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 from RSB by, or for the account of, the Issuer pursuant to the Subordinated Loan Agreement excluding, however, any amounts paid in respect of Reserved Rights (as defined in the Trust Deed). 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 and exclusively on RSB’s covenant to pay under the Subordinated Loan Agreement and on the credit and financial standing of RSB in respect of the payment obligations of the Issuer under the Notes. On each Interest Payment Date (being 16 December and 16 June in each year commencing on 16 June 2006), the Issuer shall account to the Noteholders for an amount equivalent to amounts of interest actually received by, or for the account of, the Issuer pursuant to the A13.4.8 Subordinated Loan Agreement, which interest under the Subordinated Loan is equal to 8.875 per cent. per annum from the Issue Date up A13.4.3 to, and including, 16 December 2010 (the “Reset Date”). If the Subordinated Loan is not prepaid at or before the Reset Date, interest will accrue from and including the Reset Date at a rate per annum equal to the aggregate of (a) the Reset Treasury Rate (as defined in the Subordinated Loan Agreement) and (b) 150 basis points above the Margin (as defined in the Subordinated Loan Agreement). The Subordinated Loan is intended to be eligible for inclusion into own funds (capital) (“Tier 2 Capital”) of RSB under regulations of the Central Bank of Russia (the “CBR”). Under the terms of the Subordinated Loan Agreement, RSB may, prepay the Subordinated Loan in whole but not in part (a) subject to the consent of the CBR, on the Reset Date or (b) at any time after the Approval Date (as defined in the Subordinated Loan Agreement), if the CBR does not unconditionally approve the Subordinated Loan Agreement and the Subordinated Loan as Tier 2 Capital on or before the Approval Date or (c) at any time after the Approval Date, if, as a result of any amendment to, clarification of or change in (including a change in interpretation or application of) applicable law or CBR requirements, the Subordinated Loan Agreement and the Subordinated Loan would cease to qualify as Tier 2 Capital at (i) in the case of (a) and (c) above, the principal amount of the Subordinated Loan or (ii) in the case of (b) above, 101 per cent. of the principal amount of the Subordinated Loan, together with interest accrued to the date of such repayment. Upon the prepayment of the Subordinated Loan in such circumstances, the Issuer shall, to the extent it has received the relevant funds from RSB in prepayment of the Subordinated Loan, redeem the Notes, (i) in the case of (a) and (c) above, at their principal amount or (ii) in the case of (b) above, at 101 per cent. of their principal amount, together, in each case, with interest accrued to the date of such repayment. See “Risk Factors - Risks Relating to the Notes and the Trading Market - The Notes may be redeemed prior to their scheduled maturity due to uncertainties surrounding Russian regulatory capital regulations.” Applications have been made to the Financial Services Authority (the “UK Listing Authority”), in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the “FSMA”), for the Notes to be admitted to the official list of the UK A13.5.1 Listing Authority (the “Official List”), and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the Gilt Edged and Fixed Interest Market (the “Regulated Market”) of the London Stock Exchange. Admission to the Official List of the UK Listing Authority, together with admission to trading on the Regulated Market, constitutes official listing on a stock exchange. The Regulated Market is a regulated market for the purposes of the Investment Services Directive 93/22/EC. The Notes will be issued in fully registered form in denominations of U.S.$100,000 and higher integral multiples of U.S.$1,000 without interest coupons attached. The Notes will initially be represented by interests in a permanent global note in fully registered form (the A8.1.1 “Global Note”) without interest coupons, which will be deposited with a common depositary for, and registered in the name of a nominee A13.4.4 of, Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), on the Issue Date. Beneficial interests in the Global Note will be shown on, and transfers thereof will be effected only through, records maintained by, Euroclear or Clearstream, Luxembourg and their respective participants. See “Summary of the Provisions Relating to the Notes in Global Form”. Individual definitive Notes in registered form will only be available in certain limited circumstances as described herein. This Prospectus (including the financial statements) comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with respect to RSB, the Issuer, the Subordinated Loan and the Notes. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 6 OF THIS PROSPECTUS BEFORE INVESTING IN THE NOTES. A7.3.1 THE NOTES AND THE SUBORDINATED LOAN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF A9.3.1 1933 (THE “SECURITIES ACT”), AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES A13.2 OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)). Lead Manager Barclays Capital Managers Alpha Bank Goldman Sachs International The date of this Prospectus is 14 December 2005 RSB, having made all reasonable enquiries, confirms that (i) this Prospectus contains all information with respect to RSB, the Subordinated Loan and the Notes that is material in the context of the issue and offering of the Notes; (ii) the statements contained in this Prospectus are in every material respect true and accurate and not misleading; (iii) the opinions, expectations and intentions expressed in this Prospectus are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts with respect to RSB, the Subordinated Loan or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading in any material respect; and (v) all reasonable enquiries have been made by RSB to ascertain such facts and to verify the accuracy of all such information and statements. RSB accepts responsibility accordingly. Each of RSB and the Issuer accepts responsibility for all information contained in this Prospectus. To A7.1.1 the best of the knowledge and belief of each of RSB and the Issuer (each of which has taken all A7.1.2 A9.1.1 reasonable care to ensure that such is the case), the information contained in this Prospectus is in A9.1.2 accordance with the facts and does not omit anything likely to affect the import of such A13.1.1 A13.1.2 information.