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A memorandum on the acquisition of Industrial Construction Bank (St. Petersburg) shares by Vneshtorgbank has been signed

7 September 2004

Today in Moscow shareholders of the Industrial Construction Bank (St. Petersburg) and Vneshtorgbank signed a memorandum on the acquisition of ICB shares.  The President-Chairman of the Board - Andrey Kostin, signed the memorandum on behalf of Vneshtorgbank, and the Chairman of the Supervisory Council - Vladimir Kogan, signed on behalf of the ICB shareholders.

The first stage of this document provides for the acquisition by Vneshtorgbank of a batch of ICB shares totalling 25%+1 shares, which will take place following the receipt of the relative authorisation from the supervisory and regulatory bodies.  Upon conclusion of the first stage the parties will examine together the possibility and conditions of purchasing a second batch of ICB shares totalling 51%-1 shares.  This deal will take place no later than two years from the time of the acquisition of the first batch of shares totalling 25%+1 shares.  In accordance with the conditions of the memorandum during this period the agreement of the ICB shareholders will be in action.  This will defend the interests of Vneshtorgbank as a minority shareholder and, in particular, recognise the order of designation and activities of the managerial bodies of ICB, including questions on which Vneshtorgbank will have no veto rights.

The realisation of the stipulations for the acquisition of the ICB shares laid out in the memorandum will allow banks to establish their competitive positions in the field of business and public services in the North-West Federal Region, and allow them to aid the development of the VTB group and fulfil strategic aims in transforming VTB into a universal network bank on the European level.

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