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Supervisory Board of Vneshtorgbank holds its meeting

17 August 2006

On August 16, 2006, Vneshtorgbank held the first meeting of its Supervisory Board after the Shareholders' annual general meeting. Aleksey Kudrin, Minister of Finance, was re-elected Chairman of the Board.

Also, the Board made a decision to convene an extraordinary meeting of Vneshtorgbank's shareholders on September 18, 2006. Top of the agenda will be an issue of VTB's reorganization after JSC Industrial and Construction Bank (Promstroibank) is merged into its structure.

Given a considerable margin in the nominal value of Vneshtorgbank's and Promstroibank's shares, which is RUR 1000 and RUR 1, correspondingly, as well as a large number of minority shareholders of Promstroibank, Vneshtorgbank will have to lower the nominal value of its shares in order to carry out the reorganization. To achieve that, Vneshtorgbank's' shares shall be split, with participation of each shareholder in VTB authorized capital remaining the same and each ordinary share belonging to a VTB shareholder being replaced in the Shareholders' Register by 100,000 ordinary shares worth 1 kopeyka. According to clause 2 of Article 74 of the Federal Law "On Joint Stock Companies", alongside this decision on splitting shares corresponding amendments are to be made to Vneshtorgbank's Charter, reflecting the value and number of placed and announced shares. With this end in view, VTB shareholders on their extraordinary meeting are expected to approve splitting of Vneshtorgbank's shares and making amendments to the Bank's Charter.

The agenda of the extraordinary general meeting of Vneshtorgbank's shareholders as defined by the Supervisory Board also includes issues of amending the Bank's Charter to reflect acquisition of Promstroibank, approving Vneshtorgbank's by-laws regulating its branches' activities to be established on the basis of Promstroibank's branches, and other organizational matters.

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