On 9 August 2007, the Supervisory Council members resolved to convene an extraordinary meeting of JSC VTB Bank ("VTB") shareholders on 27 September 2007 to consider VTB reorganization by merger of OJSC VTB Bank North-West ("VTB North-West") into VTB.
Taking into account the structure of the ownership (minority shareholders own about 25% of VTB North-West's equity), as well as the current legislation of the Russian Federation, the merger is proposed to be completed by converting shares owned by the minority shareholders of VTB North-West into new shares to be issued by VTB. The conversion ratio for the shares' swap is 1 to 361, i.e. one share of VTB North-West with the face value of RUR 1 will be exchanged for 361 shares of VTB with the face value of RUR 0.01.
In accordance with Article 75 of the Federal Law on Joint Stock Companies, the Supervisory Council of VTB has approved the purchase price for the shares of VTB of RUR 0.136 for one ordinary share of VTB.