International bonds: VTB, 9.5% perp., USD
XS0810596832, VTB Eur

• Placement method
  Open subscription
• Placement type
  Public
• Issuer rating on issue date (M/S&P/F)
  Baa1 / BBB / BBB
• Placement
  26/07/2012 - 31/10/2012
• Initial issue amount
  1,000,000,000 USD
• Initial issue price (yield)
  100% (9.50%)
• Spread to us Treasury bonds
  806.7 bp
• Bids
  1,650,000,000 USD
• The purpose of placing
  The gross proceeds from the offering of the Further Notes will be used by the Issuer for the sole purpose of financing the Further Subordinated Loan to VTB pursuant to the terms of the Subordinated Loan Agreement and paying certain expenses in connection with the issue or the Further Notes. The gross proceeds of the Further Subordinated Loan will be used by VTB for general corporate purposes.
• Listing
  Moscow Exchange, XS0810596832, lot size - 1 itm (Third level, 10.12.2014), London S.E., Irish S.E., Berlin Exchange (Third level, 10.12.2014)

• Bookrunner
  Citigroup, UBS, VTB Capital
• Co-arranger
  EDB, Russian Agricultural Bank
• Paying agent
  Citibank (London branch)
• Trustee
  Citibank (London branch)

• Change of Control
• Collective Action Clause

  not less than 75% of the aggregate principal amount of the outstanding Notes for passing an Extraordinary Resolution

• Covenant Suspension/Fall-Away
• Cross Default
• Designation of Restricted and Unrestricted Subsidiaries
• Events of Default
• Limitation on Business Activities
• Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
• Limitation on Indebtedness
• Limitation on Investments
• Limitation on Liens
• Limitation on Restricted Payments
• Limitation on Sale of Assets
• Limitation on Sale/Leaseback
• Limitation on Subsidiary Debt
• Limitation on layering (anti-layering)
• Limitations on transactions with affiliates
• Merger Restrictions
• Rating Trigger

unrated, Basel III compliant Tier 1 capital. Ranks junior to any Senior Creditors and Senior Subordinated Creditors. Pari passu with Junior Subordinated Creditors. Senior to the Issuer’s share capital
T Spot: 1.75% 05/22 102-28+/ 1.433% (Margin: 806.7bps)
Mandatory deferral: At the request of CBR if coupon payment would cause a Trigger Event (cash cumulative)
Dividend pusher: Yes (6 month look back)
Dividend stopper: Yes