NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA OR JAPAN
On August 04, 2009, OJSC “VTB Bank” published in Rossiyskaya Gazeta its Notification of the ability to exercise the preemptive right to acquire common shares being offered through an open subscription.
In accordance with the Notification, shareholders of the Bank have the preemptive right to acquire the offered shares in an amount pro rata to the number of shares held by them as of May 13, 2009.
The preemptive right to acquire the shares may be exercised by a delivery of a written application to the offices of the offering broker - VTB24 (CJSC) within the period from August 05 until August 24. The applications will be accepted in VTB24 (CJSC) offices on business days from 9:30 a.m. until 6:00 p.m.
After the acceptance of applications from the shareholders entitled to exercise their preemptive right to acquire the shares is completed, the Supervisory Board of OJSC “VTB Bank” will determine the price of the share offering. The share offering price for shareholders exercising their preemptive right will not differ from the offering price in the open market. Information on the share offering price will be disclosed by the Bank in mass media and on the official websites of VTB Bank www.vtb.ru and VTB24 (CJSC) www.vtb24.ru.
A shareholder exercising its preemptive right shall pay for the acquired shares within five business days after the disclosure by OJSC “VTB Bank” of information on the price of securities offering.
* * * * *
The offer of the Shares and the distribution of these materials and other information in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Notice to US shareholders:
The Offering is made for the securities of a foreign company. The Offering is subject to the disclosure requirements of a foreign country that are different from those of the United States. Financial statements provided as part of the Offering were prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court` s judgment. The Offering is addressed solely to the shareholders of JSC VTB Bank.
Notice to shareholders in other jurisdictions:
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This document is an advertisement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities.
Public offer legend:
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented EU Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is addressed solely to qualified investors (within the meaning of Article 21(1)(e) of the Prospectus Directive) in that Member State.