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Confidential - Not For Distribution - Working Draft, 15 March 2007 Syndicate Research Analyst Presentation [Moscow, 23 March 2007] Confidential - Not For Distribution - Working Draft, 15 March 2007 Disclaimer The materials contained herein (the “Materials”) are for use at this analyst presentation only and not for further distribution by you or any other person. Furthermore, the Materials are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The Materials do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, any solicitation of any offer to purchase or subscribe for, any shares in JSC VTB Bank (“VTB”) or any of its subsidiaries (together with VTB, the “Group”). Neither the Materials, nor anything contained herein, shall form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Group, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. The Materials have been prepared solely for use in connection with the possible offering of ordinary shares and global depositary receipts representing shares in the Group (the “Offering”). The information contained in the Materials has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions in the Materials. None of VTB or the Group or any of their respective affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of the Materials or their contents or otherwise arising in connection with the Materials. The Materials are only for persons having professional experience in matters relating to investments and must not be acted or relied on by persons who are not Relevant Persons (as defined below). Solicitations resulting from the Materials will only be responded to if the person concerned is a Relevant Person. The Materials are not for distribution, directly or indirectly, in or into the United States (including territories and dependencies, any State of the United States and the District of Columbia) or to U.S. Persons (as defined in Regulation S under Securities Act of 1933, “Regulation S” and the “Securities Act”, respectively), or in Australia, Canada, Japan or Russia. The Materials are not an offer for the sale of securities in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The Group has not registered and does not intend to register any portion of the Offering in the United States or to conduct a public offering of any securities in the United States. The Materials are made to and directed only at (i) persons outside the United Kingdom, (ii) qualified investors or investment professionals falling within Article 19(5) and Article 49(2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), and (iii) high net worth individuals, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (such persons collectively being referred to as "Relevant Persons"). The Materials are confidential and must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person, whether or not such person is a Relevant Person. Failure to comply with this restriction may constitute a violation of applicable securities laws. If you have received the Materials and you are not a Relevant Person you must return them immediately to VTB. The Materials do not constitute a recommendation regarding the securities of VTB or the Group. The Materials are not a public offer or advertisement of securities in the Russian Federation and are not an invitation to make offers to purchase any securities in the Russian Federation. The Materials may include forward-looking statements. These forward-looking statements are statements regarding the Group’s intentions, estimates, forecasts, projections, beliefs or current expectations concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the banking industry. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Group cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which it operates may differ materially from those expressed, implied or suggested by the forward-looking statements contained in the Materials. In addition, even if the Group’s results of operations, financial condition and liquidity and the development of the industry in which it operates are consistent with the forward-looking statements contained in the Materials, those results or developments may not be indicative of results or developments in future periods. Neither VTB nor the Group undertake to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of the Materials. The information and opinions contained in the Materials are provided as at the date of this presentation and are subject to change without notice. All information not separately sourced are from Group data. 2 Confidential - Not For Distribution - Working Draft, 15 March 2007 Overview of Presenters [VTB to confirm presenters] Photo Photo Photo Photo Andrey L. Kostin CEO and Chairman Member of Supervisory Council, Management Board (Chairman) and Banking Group Management Committee (Chairman) Mikhail Zadornov President and Management Chairman of VTB 24 [Member of Banking Group Management Committee] Yulia G. Chupina Head of Corporate Development Member of Management Board and Banking Group Management Committee Nikolai Tsekhomsky Chief Financial Officer Member of Banking Group Management Committee INFO REQUIRED: VTB TO PROVIDE PICTURES; VTB TO PROVIDE NAMES OF PRESENTERS IN PRESENTING ORDER 3 Confidential - Not For Distribution - Working Draft, 15 March 2007 Agenda [To Be Discussed with VTB] Topic I. Transaction Overview II. Key Investment Highlights III. Russia and CIS Market Growth Opportunities IV. Overview of VTB Franchise V. VTB Strategy VI. Corporate Banking VII. Investment Banking VIII. Retail Banking IX. CIS Operations X. European and Other Banking Operations XI. Group Management Structure XII. Risk Management XIII. Information Technology XIV. Financial Review XV. Wrap-Up and Conclusion Q&A Presenter [JGC Banker] [Andrey L. Kostin] [Andrey L. Kostin] [Andrey L. Kostin] [Yulia G. Chupina] [Vadim O. Levin] [Vadim O. Levin] [Mikhail Zadornov] [Yulia G. Chupina] [Yulia G. Chupina] [Yulia G. Chupina] [Nikolai Tsekhomsky] [Nikolai Tsekhomsky] [Nikolai Tsekhomsky] [Andrey L. Kostin] Time [9.00am] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] 4 Confidential - Not For Distribution - Working Draft, 15 March 2007 I. Transaction Overview [JGC Banker - TBD] Confidential - Not For Distribution - Working Draft, 15 March 2007 Transactions Highlights JSC Vneshtorgbank (VTB(a)), an open joint stock company incorporated under the laws of the Russian Federation Offering Size [Up to 22.5% of enlarged share capital of VTB] Use of Proceeds Strengthen capital base to support the ongoing expansion of the business 100% primary International tranche via GDRs listed on the London Stock Exchange – GDRs offered under Rule 144A and Reg S Domestic tranche via ordinary shares linked on RTS and MICEX – Ordinary shares offered in the Russian Federation and outside the US under Reg S and in the US under Rule 144A The domestic tranche will include a Russian retail offering Lock-up [Company and pre-IPO shareholders: [180 days]] Expected Pricing Week of [10] May 2007 Listing London Stock Exchange, RTS, MICEX Joint Global Coordinators Citigroup, Deutsche Bank, Goldman Sachs International Citigroup, Deutsche Bank, Goldman Sachs International, Renaissance Capital Issuer Structure Joint Bookrunners (a) VTB refers to the VTB Group throughout this presentation unless otherwise stated. 6 Confidential - Not For Distribution - Working Draft, 15 March 2007 Offer Timetable Date Action/Item 23 March Syndicate Analyst Presentation 28 March Questions to be submitted by analysts 2 April Publication of final FY2006 audited financials – [Conference call with analysts] 4 April First draft of research submitted 11 April Research publications, research blackout commences Announcement of intention to float Pre deal investor education commences 26 April Price range announcement Publication of pathfinder prospectus Management roadshow commences 10 May Pricing 7 Confidential - Not For Distribution - Working Draft, 15 March 2007 Research Contacts and Guidelines Linklaters Submission of Drafts [email protected] [email protected] [email protected] Draft research in full and redacted form should be sent to the Linklaters’ contacts above, who will forward redacted versions to VTB, Latham & Watkins and the JGCs Distribution or use of research reports by syndicate members must strictly comply with the guidelines set forth in the final version of the memorandum on Preparation and Distribution of Pre-deal Research Reports by Syndicate Members from the underwriters’ legal counsel 8 Confidential - Not For Distribution - Working Draft, 15 March 2007 II. Key Investment Highlights [Andrey Kostin] Confidential - Not For Distribution - Working Draft, 15 March 2007 Key Investment Highlights Market Opportunity Strong Competitive Advantages Unique Investment Opportunity Favourable Russian macroeconomic environment – Average real GDP growth of 6.2% p.a. since 2001 Attractive Russian banking sector – Growing by [38]% per year… – … but still under penetrated… – … with particular high growth opportunities in retail segment and Russian regions Second largest bank in Russia Superior growth and profit potential Leading franchise and established customer base Experienced management team with extensive experience Recognised and trusted brand One of only two liquid Russian banking stocks First Russian bank with a GDR listing 10 Confidential - Not For Distribution - Working Draft, 15 March 2007 Overview of VTB Profile Market Position Business lines Leading Russian universal banking group with full range of banking products and services Second largest bank in Russia by assets, loans and deposits Corporate Banking Retail Banking Investment Banking Distribution Network Regions Clients [525] branches/outlets in 62 out of 88 Russian regions [296] branches / outlets in CIS Nationwide branch network that is significantly larger than those of most competitors Very strong position in Russia’s regions Complementary operations in Europe, CIS, Africa and Asia Russia-related businesses locally and internationally Russian individuals Net Income Growth ($m) Total Asset Growth ($m) [52,486] [1,218] +[42.9]% 36,723 +[144.1]% +106.2% 17,810 499 205 2004 2005 2006 2004 +143.4% 2005 2006 11 Confidential - Not For Distribution - Working Draft, 15 March 2007 Development of VTB into the Second Largest Russian Banking Group 1990 Phase 1: 1990 – 2002 Formation 1990: Incorporated as Bank for Foreign Trade 1998: VTB continued full payments and settlements during Russian financial crisis 1998-2003: CBR provided VTB with additional liquidity (a) Later rebranded as VTB24 2002 2005 Three Distinct Phases in VTB History Phase 2: 2002 – 2005 Accelerated Expansion 2002: New management team appointed, including current CEO, Mr. Kostin 2002: Decision to pursue new strategy and develop VTB as universal banking group 2004: Acquisition of Guta Bank(a) (following Guta liquidity crisis) – and formation of retail expansion strategy 2005: Acquisition of 75% stake in ICB – and expansion into NorthWest Russia 2005: Acquisition of CBR’s Western European banking businesses – and thus creation of European franchise 2006 2007 Phase 3: 2006 Onwards Growth and Profitability 2006: Re-branding of entities to VTB “From a Group of Banks to a Bank Group” 2006: Re-organisation of European subsidiaries 2006: Focus on building out VTB24 as the Group retail business 2007: IPO 12 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB Investment Opportunity [TBU] Ranking By Total Assets (2006) Market Share Development Growth (p.a) Key Financials Franchise Rating Ownership [Source: ] — Annualised — As of 31-Dec-2005 — As of 31-Dec-2006 #1 Shrinking #2 Rapidly Increasing Total Assets (2004 – 6M 2006) 31.9% 86.4% Net Income (2004 – 6M 2006(a)) 145.2% 208.0% Total Assets (6M 2006) $108.3bn $45.3bn Net Income (6M 2006) $1,339m $554m Cost Income Ratio (6M 2006) 54.6% 41.2% Branches (Russia) 20,151 [525] None CIS, Europe, Africa, Asia Employees 235,116(b) 28,466(c) S&P Not Rated BBB+/Stable Moody’s Baa2/Stable Baa2/Stable Fitch BBB+/Stable BBB+/Stable International Operations State: [55]% Free Float - Moscow Stock Exchange: [45%] State: [77.5]% Free Float - London and Moscow Stock Exchanges: [22.5%] 13 Confidential - Not For Distribution - Working Draft, 15 March 2007 III. Russia and CIS Market Growth Opportunity [Presenter: Andrey Kostin] Confidential - Not For Distribution - Working Draft, 15 March 2007 Favourable Macroeconomic Environment in Russia Nominal GDP (US$bn) Real GDP Growth (%) 979 7.3% 7.2% 764 5.1% 592 307 345 2001 2002 6.4% 6.7% 2005 2006 4.7% 432 2003 2004 2005 2006 Inflation (%) 2001 2002 2003 2004 Annual Consumer Income per Capita (US$) 3,404 18.6% 15.1% 2,670 12.0% 11.7% 2,022 10.9% 9.0% 1,260 1,511 N/A 2001 2002 Source: State Statistics Service 2003 2004 2005 2006 2001 2002 2003 2004 2005 2006 15 Confidential - Not For Distribution - Working Draft, 15 March 2007 Strong Momentum in Russian Banking Sector Comments Total Banking Assets (US$bn) The Russian banking sector has been demonstrating tremendous growth over the last years (CAGR 2001-2006 - 38%) 57% 32% 35% 46% 24% 104.7 Corporate banking drove growth of the Russian banking sector in the past 533.4 2001 ` 338.8 257.2 190.1 130.4 2002 2003 2004 2005 2006 Loans: Split Between Corporate & Retail 7% 8% 10% 14% 19% 24% 90% 86% 81% 76% 2003 2004 2005 2006 Retail banking is its growth engine in the present and is expected to be in the future 93% 2001 92% 2002 ` Corporate Source: CBR (based on unconsolidated Russian statutory financial statements) Retail 16 Confidential - Not For Distribution - Working Draft, 15 March 2007 Retail Segment Driving Growth of Russian Banking Sector Retail Loans (US$bn) Retail Deposits (US$bn) 78.4 144.1 95.7 41.0 71.3 51.5 22.3 10.2 3.1 4.5 2001 2002 2003 2004 2005 2006 22.9 32.9 2001 2002 Housing loans (US$bn) 2003 2004 2005 2006 Retail Bank Cards (m) 74.6 13.3 54.5 35.0 23.9 4.4 10.5 2.0 n/a n/a n/a 2001 2002 2003 2004 2005 2006 2001 15.4 2002 2003 2004 2005 (a) 2006 Note: CAGR for the period of 2004 – 2006 Source: CBR (based on unconsolidated Russian statutory financial statements) 17 Confidential - Not For Distribution - Working Draft, 15 March 2007 Significant Growth Potential: Underpenetrated and Fragmented Banking Sector Data on BRIC and US to be Added Total Banking Assets / GDP (%) Developed Economies [•] 484% US UK 311% Germany Total Banking Assets per Capita (US$) Developing Economies 13.2% Russia 12.1% CIS average 28.4% CEE average Developing Economies [•] 49.9% 52.5% 89.2% [•] 188,414 108,885 [•] 3,428 1,459 8,679 BRIC Russia CIS average CEE average US UK Germany BRIC Russia CIS average CEE average Russian, CIS and CEE Banking Penetration Rates Retail Deposits/GDP (%) Developed Economies Total Banking Assets (Unconsolidated) (%)(a) Retail Loans/GDP (%) 7.4% Russia 10.1% CIS average 19.2% CEE average 37% 37% 40% 38% 38% 37% 20% 18% 18% ` 17% 19% 20% 43% 44% 43% 45% 44% 43% 2001 2002 2003 2004 2005 2006 TOP5 TOP20 Others Source: IMF, statistics prepared by Central Banks of respective countries (YE 2006 except for Poland (Aug 2006), Serbia (Sept 2006) and Ukraine (1H2006)) Note: CIS averages include data on Armenia, Belarus, Georgia, Kazakhstan, Moldova and Ukraine. CEE averages include data on Poland, Czech Republic, Slovakia, Serbia, Croatia, Hungary (a) Based on unconsolidated statutory data 18 Confidential - Not For Distribution - Working Draft, 15 March 2007 Regulatory Environment Banking Sector Reforms Increase Confidence Background Recent Reforms: Significant Steps Forward Reform Strategy: Future Direction Currently the CBR closely oversees and regulates the Russian banking system Significant progress has been made by the CBR over the last years to strengthen its regulative function and ensure smooth development of the Russian banking system Deposit Insurance. Since 2004, deposits up to $7,000 are guaranteed by the Government. In 2007 the limit may rise to US$15,200 IFRS reporting. Starting from 2005, banks in Russia have to produce IFRS financial statements and have them audited Credit Bureaus. Starting from 2005, banks have to select a credit bureau and provide information about their borrowers to this bureau. Currently, 22 credit bureaus are in operation nationwide Stability. Multiple reforms designed to increase transparency and confidence Reorganization. Simplification of the procedures to reorganize credit institutions Basel II. Development of prudential regulation system based on Basel II principles AML. Continuation of active work aimed at prevention of money-laundering 19 Confidential - Not For Distribution - Working Draft, 15 March 2007 IV. Overview of VTB Franchise [Andrey Kostin] Confidential - Not For Distribution - Working Draft, 15 March 2007 Overview of VTB Group – Key Operations VTB Group Banking Group Management Committee Russia Assets: $[*]bn Revenue: $[*]bn Net Income: $[*]m Europe Assets: $[*]bn Revenue: $[*]bn Net Income: $[*]m CIS Assets: $[*]bn Revenue: $[*]bn Net Income: $[*]m Asia / Africa Assets: NM Revenue: NM Net Income: NM VTB VTB Europe, London (Headquarters) JSCB Mriya, Ukraine(c) VTB Representative Office in India VTB24, Moscow VTB France, Paris(b) VTB-Ukriane, Ukraine(c) VTB Representative Office in China ICB, St. Petersburg(d) VTB Austria, Vienna(e) VTB Armenia, Armenia Vietnam-Russia Joint Venture Bank, Vietnam VTB Broker, Chita(a) VTB Germany, Frankfurt(b) VTB Georgia, Georgia VTB Africa SA Banco, Angola Novosibirskvneshtorgbank, Novosibirsk(a) Russian Commercial Bank Ltd, Zurich VTB Representative Office in Belarus VTB Europe branch in Singapore Russian Commercial Bank (Cyprus) Ltd, Cyprus VTB Capital, (Namibia) VTB Representative Office in Italy Note: (a) (b) (c) (d) (e) All figures date to 31 December 2006 Currently under consideration to be converted into VTB branches. Being transferred to VTB Europe and will ultimately be converted into VTB Europe branches in 2007. In process of being merged (completion expected in 2007). Following the merger with VTB which is expected to be completed in late 2007 or early 2008, ICB will cease to exist as a separate entity. Will be transferred to VTB Europe in 2009. 21 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB Competitive Strengths 1 Significant Scale and Leading Market Position 2 Extensive Distribution Network with Broad Coverage 3 Broad Corporate Client Base 4 Leading Provider of Retail Banking Services 5 Experienced Management Team 6 Recognised and Trusted Brand 7 Superior Growth with Strong Returns 22 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB/JGCs to discuss market shares 1 Significant Scale and Leading Market Position Assets ($bn) Loans ($bn) Market Share (%) Sberbank 116.5 VTB 47.3 Gazprombank 24.3 30.8% Deposits ($bn) Market Share (%) Sberbank 12.5% VTB 6.4% Gazprombank 85.9 31.8 14.2 Market Share (%) 31.5% Sberbank 11.7% VTB 5.2% Gazprombank 4.4% Bank of Moscow 9.5 4.0% 3.3% Alfa-Bank 9.1 3.8% 91.8 38.4% 21.4 11.4 9.0% 4.8% Alfa-Bank 13.3 3.5% Alfa-Bank Bank of Moscow 12.2 3.2% Bank of Moscow 10.0 2.6% Rosbank 6.7 2.4% Uralsib 6.3 2.6% 8.8 2.3% Uralsib 5.9 2.2% Rosbank 6.3 2.6% Uralsib Rosbank 11.9 8.9 MMB 7.4 2.0% Raiffeisenbank 5.8 2.1% Raiffeisenbank 3.9 1.6% MDM Bank 7.4 1.9% MDM Bank 5.3 2.0% MDM Bank 3.8 1.6% Raiffeisenbank 7.1 1.9% MMB 5.0 1.8% MMB 3.7 1.5% Second largest banking group in Russia by total assets, total loans and total deposits Note: Market shares are calculated on the basis of Russian Accounting Standards’ consolidated financial statements of top-100 Russia-based banks (Interfax, as of 1 October 2006). Russian accounting data differs from IFRS financials. 23 Confidential - Not For Distribution - Working Draft, 15 March 2007 1 Significant Scale and Leading Market Position Ratings and Funding Cost Advantages Funding Costs Foreign Currency Bank Deposit: Baa2/Stable Bank Financial Strength: D-(a) Issuer Default Rating: BBB+/Stable Foreign Currency Debt: Baa2/Stable Foreign Currency Bank Deposits: Baa2/Stable Issuer Default Rating: BBB+/Stable Individual: C/D Foreign Currency Ratings: BBB+/Stable Foreign Currency Ratings: BBB+/Stable 360 Russia Federation 320 Mid Spread to Midswaps (bp) Other Large Russian Banks 280 240 200 160 120 VTB $ 7.5% due 2011 80 VTB $ 6.25% due 2035 VTB $ 6.875% due 2008 VTB $ LTII 6.315% due 2015 40 VTB € 4.25% due 2016 0 0 2 4 6 8 10 Modified Duration (Options Adjusted) (Yrs) 12 VTB has maximum ratings possible for a Russian company and resulting very low funding costs [Source: Credit agencies and Bloomberg] (a) Moody’s Bank Financial Strength is currently under review as the rating agency is implementing a new methodology. 24 Confidential - Not For Distribution - Working Draft, 15 March 2007 Significant Scale and Leading Market Position 1 M&A Strategy – Accomplished Acquisitions Overview of Acquisitions Stake Acquired Ownership Post Acquisition(a) Ukraine 98.0% 98.0% 66 [ ] Russia 50.0% plus two shares 75.0% plus three shares 480 336 UK 88.9% 89.1% 249 - December-2005 BCEN-Eurobank (now VTB France) France 87.0% 87.0% 151 - December-2005 Donau-Bank (now VTB Austria) Austria 15.0% 100.0% 12 - Luxembourg 15.0% 50.7% 5 - December-2005 OWH (now VTB Germany) Germany 51.6% 83.5% 42 - January-2005 UGB (now VTB Georgia)(d) Georgia 50.0% plus one share 50.0% plus one share 7 [ ] July-2004 Guta Bank (now VTB24) Russia 85.8% 85.5% 0 71 April-2004 Armsberbank (now VTB Armenia) Armenia 70.0% 70.0% 9 [ ] March-2006 Target Mriya (now VTB Ukraine) December-2005 ICB(b) December-2005 MNB (now VTB Europe) December-2005 EWUB(c) Purchase Price Goodwill Total Consideration $[459]m Target Country Date Info required: VTB to confirm purchase prices + aggregate consideration for European banks + confirm goodwill numbers (a) (b) (c) (d) Amounts represent ownership of voting securities. In March 2005 the Group acquired a 25% plus one share stake in ICB for c. $97m recognizing negative goodwill of $(30)m for the acquisition. The Group sold a 19.0% interest in EWUB in 2004 and 2% interest in 2006 to an unrelated party. VTB now owns 48.7% of EWUB. In March 2006 the Group acquired a further 8.3% stake in VTB Georgia for $5m and in April 2006 a 0.6% stake for $1m. The Group now owns 58.9% of VTB Georgia. 25 Confidential - Not For Distribution - Working Draft, 15 March 2007 2 Extensive Distribution Network with Broad Coverage 525 branches across Russia – [] branches located in Moscow and the Moscow region – c.[2,679] ATMs Presence in 62 of 88 Russian regions [163] VTB24 branches [ ] other retail branches of ICB in Russia VTB VTB24 ICB Note: As of 31 December 2006. Info required: VTB to provide # of branches per region 26 Confidential - Not For Distribution - Working Draft, 15 March 2007 2 Extensive Distribution Network with Broad Coverage VTB Distribution Network - Russian Business Current Full range of corporate, retail and investment banking operations Full range of corporate, retail and certain investment banking services [205] branches located in more than [] regions in Russia 157 branches as of 31-Dec-2006, primarily located in the North-West regions In August 2005 began transferring the retail and small business operations along with selected assets and liabilities to VTB24 [Other Russian operations: VTB Broker (Chita) and Novosibirskvneshtorgbank] Intention to combine the corporate and investment banking operations into VTB while transferring the retail operations to VTB24 Retail operations 163 branches located in more than [] regions in Russia VTB24’s corporate client relationships (except small businesses) are being transferred to VTB Future Model (End 2007) All Russian businesses excluding retail and small business banking All retail banking and small business banking operations 146 ICB branches to be transferred by 2008 Info required: confirm # branches and regions 27 Confidential - Not For Distribution - Working Draft, 15 March 2007 2 Extensive Distribution Network with Broad Coverage VTB Distribution Network – International Business INDIA CHINA VIETNAM SINGAPORE Subsidiaries Representative offices Associates Western Europe: – Currently controls six banks in Western Europe – Subsidiary banks in the UK, France, Germany, Austria, Switzerland and Cyprus. Representative office in Italy – VTB Europe (based in London) is the holding company of VTB France and VTB Germany. Process of converting both into branches has started in 2007 – VTB Austria is expected to be transferred to VTB Europe and converted into a branch in 2009-2010 CIS: – Banking subsidiaries in Armenia, Georgia and Ukraine – [296] branches and [121] ATMs – Representative office in Belarus – Further CIS expansion is planned Asia: – Branch of VTB Europe in Singapore – Representative offices in India and China, which will be transferred into branches in 2007 – Presence in Vietnam with 49% ownership in Vietnam-Russia Joint Venture Bank Africa: – Banco VTB Africa SA in Angola – VTB Capital (Namibia) PTY Ltd. in Namibia VTB is the only franchise able to serve Russian businesses on an international scale 28 Confidential - Not For Distribution - Working Draft, 15 March 2007 3 Broad Corporate Client Base Key Highlights Strong working relationships with leading Russian companies across all sectors of the Russian economy Corporate Loans 29.6% #2 8.8% #2 in Russian corporate banking with [8.8]% and [9.0]% market shares in corporate lending and corporate deposit respectively Sberbank VTB Group 4.6% 4.0% 3.5% Gazprombank Alfa Bank Bank of Moscow Corporate Deposits Currently provides banking services to more than 60% of large sized Russian corporate entities – Approximately [27,700] large and medium size companies in Russia #2 17.3% 9.0% Sberbank Source: Bank of Russia VTB Group 7.4% Gazprombank 4.2% 3.2% Alfa Bank Bank of Moscow Info required: VTB to provide market shares 29 Confidential - Not For Distribution - Working Draft, 15 March 2007 4 Leading Provider of Retail Banking Services Retail Deposits Key Highlights Top 5 retail player in Russia with more than [ ] retail customers as at 31-Dec-2006 57.1% #2 4.5% Leading Russian market position in retail deposits (#2), mortgage loans (#2) and total retail loans (#5) Particular focus on the upper mass and affluent market segment Sberbank VTB Group 2.2% 1.9% 1.8% Bank of Moscow Raiffeisenbank Rosbank Uralsib Retail Loans Mortgage Ranking [To come] 2.4% 37.7% 8.7% #5 4.1% 2.6% Sberbank Source: Bank of Russia Russian Standard Bank Rosbank Raiffeisenbank 2.0% 1.9% VTB Group Uralsib Info required: VTB to provide market shares 30 Confidential - Not For Distribution - Working Draft, 15 March 2007 5 Experienced Management Team Senior management team has extensive experience in the financial services sector On average more than 12 years of relevant experience Banking Group Management Committee Management Board Name Age Years at VTB Years in Industry Responsibility Andrei L. Kostin* 50 5 [ ] Chairman and CEO Vadim O. Levin 43 5 [ ] [ ] Alexei I. Akinshin* 47 4 [ ] [ ] Gennadi V. Soldatenkov 54 6 [ ] [ ] Igor N. Zavyalov 47 5 [ ] Head of Corporate Business Yulia G. Chupina* 36 2 [ ] Head of Corporate Development Vasiliy V. Kirpichev* 35 2 [ ] [ ] Konstantin G. Kozhevnikov 39 2 [ ] Head of Non-Financial Assets Dept. Erkin N. Norov* 53 5 [ ] Head of Loan Transactions and Risk Control Vasily N. Titov 46 3 [ ] Head of PR and Marketing E. M. Grevtsev 58 [ ] [ ] [ ] Nikolay Kuznetsov 42 [ ] [ ] [ ] Andrey Puchkov 29 [ ] [ ] [ ] Nikolay Tsekhomsky 32 [ ] [ ] CFO * Also member of Banking Group Management Committee Info required: VTB to complete 31 Confidential - Not For Distribution - Working Draft, 15 March 2007 5 Experienced Management Team Awards and Achievements 2005 [VTB to review] 2006 Euromoney Awards of Excellence 2005: Best Bank in Russia EBRD award for participation in the Trade Facilitation Program as 'The Most Active Bank-Issuer in developing economies of Europe, Asia, Africa and Middle East' Certificates of distinction in Trade Financing (American Express Bank) Best clearing bank of Russia in the correspondent network of JP Morgan Chase Bank (fifth consecutive time) Best Russian clearing bank amongst the clearing operators included in Bank of New York correspondent bank network [Permission to use logos?] Recognized as the best commercial bank in Russia, best Russian underwriting bank (Global Finance Magazine) Recognized as a ‘Superbrand' of Russian banking sector (Superbrands International) Andrey Kostin (CEO) named "The Banker of the Year" (Itogi Magazine, Fitch Ratings) Bond Deal of the Year 2006 in EEMA (International Financing Review Journal) Finance New Europe Journal Best bank of Russia in 2006 Eastern European Financial Institution Bond Deal of the Year 2006 (EuroWeek Magazine) 32 Confidential - Not For Distribution - Working Draft, 15 March 2007 6 Recognised and Trusted Brand Key Highlights Brands More than 16 years of operations in the Russian banking market Recent rebranding exercise and launch of VTB24 accelerated already strong reputation Brand recognition Info required: VTB to provide quotes on brand recognition 33 Confidential - Not For Distribution - Working Draft, 15 March 2007 6 Recognised and Trusted Brand Description Benefits from Shareholder Support Relationship with the Russian Federation Controlling shareholder through the Federal Property Agency Supervisory Council representatives Outcome Stable management team Recognised and trusted brand [Independent decision making] Relationship with CBR One of the founding shareholders which transferred its interests in VTB in October 2002 History of funding support, including for strategic decisions Supervisory Council representatives Acquisition of CBR’s interests in European Banks Innovative investments Russian Government as majority shareholder enhances reputation for financial strength and customer trust in the brand 34 Confidential - Not For Distribution - Working Draft, 15 March 2007 77 Superior Growth with Strong Returns VTB is one of the fastest growing Russian banks… Russian Banking Sector(a) VTB 2004 2005 2006 [52,489] Total Assets Total Equity CAGR 2004–2006 72% 36,723 44% 17,810 4,920 [6,314] 55% 37% 2,628 …while increasing profitability and efficiency over the same period 2004 2005 2006 [1,218] Net Income 499 205 (a) CBR (based on unconsolidated Russian Statutory Financial Statements) Continuous growth in net income 2006 RoAE of [ • ]% vs 2004 RoAE of 8.2% 35 Confidential - Not For Distribution - Working Draft, 15 March 2007 V. VTB Strategy [Yulia Chupina] Confidential - Not For Distribution - Working Draft, 15 March 2007 Our Overall Goal Strengthen our market position as a leading provider of banking services to Russian customers and leverage our unique international position among Russian banks 37 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB Strategy 1 Consolidate Existing Leading Position in Russian Corporate Banking 2 Aggressively Grow Market Share in Attractive Russian Retail Banking Sector 3 Increase Cross-selling of Investment Banking Products to Corporate Clients 4 Expand International Presence 5 Continue Integration and Improve Operating Efficiencies 6 Centralise and Upgrade IT Systems and Infrastructure 38 Confidential - Not For Distribution - Working Draft, 15 March 2007 1 Consolidate Existing Leading Position in Russian Corporate Banking Strategy Aim to grow faster than the overall Russian banking market through 2010 Focus on cross-selling of products, expanding customer base, enhancing client services, diversifying loan portfolio and promoting new products Current Initiatives Impact Segmentation of client base into large, medium-size and small clients in order to provide more focused, tailored services Increase in the Group’s market share both in terms of the number of customers and the volume of operations Dedicated client manager for each large client Increase in number of large corporate clients from [*] to [*] from 31-Dec-2005 to 31-Dec2006 Creation of a division fully focused on mediumsized clients Enhance cross-selling of additional products and services to existing customers (including investment banking products) Increase in number of medium-sized corporate clients from [*] to [*] from 31-Dec2005 to 31-Dec-2006 Diversification of loan portfolio 39 Confidential - Not For Distribution - Working Draft, 15 March 2007 2 Aggressively Grow Market Share in Attractive Russian Retail Banking Sector Strategy Aim to become second largest Russian retail bank Become the provider of choice for banking services to small businesses and individuals in particular in the affluent and upper mass retail segments Expansion of VTB24 network in Russia to more than 500 branches by end of 2008 Ultimate goal is to operate branches in all Russian cities with populations of more than 150,000 people Development of other distributions channels (ATM, telephone and internet banking), diversification of product range and improvement of operational efficiency Develop retail business in Ukraine and other CIS countries Current Initiatives Expansion plan through VTB24 brand Expand branch network by opening new branches and migrating branches from ICB Enhance and develop product line Small business corporate clients served through VTB24 network Impact Creation of [ ] new branches in 2006 (excluding migrated branches) and [ ] new branches to date in 2007 Diversified offering of deposits services and lending products such as consumer loans, mortgages, auto loans, credit cards and services to small businesses 40 Confidential - Not For Distribution - Working Draft, 15 March 2007 3 Increase Cross-Selling of Investment Banking Products to Corporate Clients Strategy Increase market share in selected products and services by leveraging strong corporate customer relationships, expanding the range, improving the quality and intensifying the sale of products Increase fee income by emphasising role as arranger and adviser alongside the role of principal creditor Use VTB Europe as platform to consolidate investment banking operations Current Initiatives Shift focus from proprietary activities to clientorientated services Assemble an experienced investment banking team Expand range of products Focus on growing retail investment products such as asset management and brokerage services Impact Current investment banking services include arrangement and underwriting of securities offering, project financing, M&A financing and advisory services as well as proprietary trading activities Established leading positions in selected products, e.g. #2 underwriter of Russian domestic corporate and regional bonds Launch of VTB Asset Management in September 2006 41 Confidential - Not For Distribution - Working Draft, 15 March 2007 4 Expand International Presence Strategy Expand international presence to support the needs of corporate clients, principally Russian and CIS CIS banking market is priority for expansion due to attractive growth profile – Organic growth and selected acquisition opportunities Become retail and corporate leader in targeted CIS countries – Current focus on Ukraine, Georgia and Armenia – Possible acquisitions in Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, and Uzbekistan Continue to build a broad platform in Europe and expand into selected countries in Asia and Africa Current Initiatives CIS Western Europe Africa/Asia Expand in strategic countries which are involved in active trade and economic cooperation with Russia Become a leader in corporate and retail segments in each country VTB has or plans to have a presence Build an integrated platform to service Russian clients in Europe and European corporate clients with business interests in Russia and CIS Expand into selected countries in which investments by Russian corporate clients are expected e.g Vietnam, Namibia, Angola Impact Present in 3 CIS countries – Ukraine, Georgia and Armenia – [296] branches in CIS region and [430,000] CIS clients Present in 7 Western European countries – Ability to offer Russian clients easier access to international financial services and international capital markets – Ability to serve European corporate clients with business interests in Russia and CIS 42 Confidential - Not For Distribution - Working Draft, 15 March 2007 5 Continue Integration and Improve Operating Efficiencies Strategy Continue to integrate and streamline organisational structure to maximise operational efficiency across business lines and geographies Includes merger of ICB, continued migration of corporate and retail banking business between VTB and VTB24 and consolidation of European subsidiaries Gradually implement uniform management practices, internal control systems, liquidity management systems and risk management policies in line with international best practices Impact Current Initiatives Further development and integration of financial, internal controls and IT systems Simplified structure with greater focus across business lines Launched a process of integrating risk management across the Group following recent acquisitions Clear strategy Implementation of a matrix management model to manage subsidiaries Creation of the Banking Group Managing Committee in 2006, an interbank coordination and management body which includes VTB’s and subsidiary banks’ representatives In the process of integrating within VTB24 the Russian retail and small business banking operations of VTB, ICB and VTB24 Unified group procedures and systems by [ ] Restructuring of Russian operations to be substantially completed by August 2007 Creation of a broad platform throughout Western Europe VTB24’s corporate relationships are being transferred to VTB 43 Confidential - Not For Distribution - Working Draft, 15 March 2007 5 Continue Integration and Improve Operating Efficiencies Rebranding - “From a Group of Banks to a Bank Group” Launched global rebranding in October 2006 to unite separate brands of the Group under a unified brand globally Most of the Group’s CIS and European operations have been rebranded under the VTB brand In Russia, the Group still operates under three different brands (VTB, ICB and VTB24). Ultimate goal is to operate two brands once the integration of ICB into VTB is completed – VTB for Corporate Banking and Investment Banking – VTB24 for Retail Banking 44 Confidential - Not For Distribution - Working Draft, 15 March 2007 6 Centralise and Upgrade IT Systems and Infrastructure Strategy Rationalise and strengthen IT systems to meet the needs of growing business Upgrade several of the existing multiple IT systems, installations and support teams across the Group into a new Group-wide integrated IT system Current IT systems Each banking subsidiary has a separate IT system managed on an independent basis, with little or no functional integration between banks other than VTB and VTB24 Legacy systems across CIS and European banks are sufficient to support banking operations in those jurisdictions For financial reporting purposes, local GAAP data is collected and consolidated regularly by the Group, and transformed to IFRS financials Objective Coordinate activities and establish a single corporate reporting framework – Gradual process to simplify, rationalise and synchronise the different IT systems to support access to and comparability of the information that comes from the subsidiaries Unified application packages with “best-in-class” functionality for key business areas – Automatisation of core customer information management, accounting, oversight, reporting, etc. 45 Confidential - Not For Distribution - Working Draft, 15 March 2007 Use of IPO Proceeds Development Plans Overall Russia Capital base for ongoing organic growth Investments in systems including risk management and IT Organic led growth and business improvements Development of retail operations, including – Expansion of branch network – IT and operational improvements Consolidate #2 position in corporate banking Diversify product offering and gain market share in selected investment banking niches Organic led growth building on the VTB and VTB24 franchises, brands and networks Potential for selected acquisitions Priority focus due to attractive growth profile Key CIS markets are Ukraine, Georgia and Armenia Additional CIS markets such as Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan and Uzbekistan Selected acquisitions in countries where presence is deemed economically viable Organic led growth in Ukraine, Georgia and Armenia where VTB has significant presence Possible selected acquisitions in Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan and Uzbekistan Continue to build a broad platform across key countries in Europe Expand international presence to support the needs of Russian clients Europe: Organic led growth building upon rationalised and unified VTB Europe platform Other: Organic led growth via VTB representative offices or branches or external growth setting up JV’s with local players CIS Europe/Other Countries Preferred Route 46 Confidential - Not For Distribution - Working Draft, 15 March 2007 VI. Corporate Banking [Vadim Levin] Confidential - Not For Distribution - Working Draft, 15 March 2007 Corporate Banking - Overview Highlights As % of Total Loans to Customers, 2006 Broad range of commercial banking services and products to corporations, financial institutions and government agencies Services include lending, deposits and settlement services, trade and export finance and custody services Majority of clients operate in largest sectors of the Russian economy, such as manufacturing, retail and wholesale trade, construction, transport, oil and gas, production, energy, etc. Corporate 93% As % of Total Revenues, 2006 More than [2,000](a) large clients and more than [25,660](a) medium size clients in Russia as at 31-Dec-2006 Corporate DUMMY NUMBERS [Source: ] (a) Net of overlapping clients between ICB and VTB. 48 Confidential - Not For Distribution - Working Draft, 15 March 2007 Corporate Banking – Solid Growth [TBU] Corporate Loans ($bn) Corporate Deposits ($bn) $[ ]bn $18.7bn $[ ]bn $7.8bn $10.6bn $3.9bn 2004 2005 2006 2004 2005 2006 Corporate banking remains the main source of revenue for VTB Group [Source: ] 49 Confidential - Not For Distribution - Working Draft, 15 March 2007 Corporate Banking – Client Base From 2003 to 2005, VTB implemented a number of measures aimed at strengthening position, including tailoring products and services according to client profile Large Clients Medium-Size Clients Defined as companies that have annual revenues exceeding $100m or revenues that are at least 1% of the aggregate industry revenue Client relationships with large Russian companies in all industries important to the Russian economy More than [2,000](a) large customers as of 31-Dec-2006 Defined as companies that have annual revenues of between $3m and $100m More than 25,660(a) medium size clients as of 31-Dec-2006 Created industry divisions at the head office and launched industrybased business development programs to provide industry-specific and customised services 179 large customer client managers at the head office supported by 190 regional client managers as of 31-Dec-2006 Strategic partnership frameworks with 130 major clients as of 31Dec-2006 A dedicated service model for medium size clients that focuses on providing standard product packages at VTB’s Moscow subbranches and branches located in economically significant Russian regions Developed simplified credit approval procedures for medium size clients Special unit to coordinate branch efforts aimed at expanding medium size client business by implementing such measures as standardised products and the creation of a database of existing and potential clients (a) Net of overlapping clients between ICB and VTB. Info Required: confirm # clients 50 Confidential - Not For Distribution - Working Draft, 15 March 2007 Corporate Banking – Products & Services Lending Deposit and Settlement Services Trade and Export Finance Custody Services Syndicated Loans Loans in Rubles, US Dollars, Euros and certain other foreign currencies Portfolio of medium term (1-3 years) and long-tem (over 3 years) corporate loans which generally have some form of collateral Other credit products include loan guarantees, performance guarantees, advance guarantees, payment guarantees, custom guarantees and bid bonds Started to offer more complex credit products, such as financial leasing and refinancing of investment portfolios for specialised financial entities Current or settlement deposit accounts and term deposit accounts in Rubles and in certain other foreign currencies (predominantly US Dollars and Euros) Special purpose accounts such as payment accounts used to settle obligations with Russian counterparties and accounts used for transactions involving foreign currency payments Payment and settlement services Letter of credit and import and export settlement services (clients include Technopromexport, Rosneft, Power Machines, Alrosa, Suel, Gazprom and TNK-BP) Pre-export financing and acts as a currency control agent Import financing using funds from foreign banks and export credit agencies that are currently unwilling to assume direct credit risk of Russian companies One of the largest custodian banks in Russia with AuM of $[ ]bn Licensed to provide full range of custody services with respect to both Russian and foreign corporate and governmental securities Primary depository and paying agent for MinFin bonds Leading arranger and lender on syndicated loans to corporations and financial institutions in Russia and other CIS countries 51 Confidential - Not For Distribution - Working Draft, 15 March 2007 Corporate Banking – Outlook and Strategy Consolidate #2 position by growing faster than overall Russian market through 2010 and accordingly achieve substantial market share increase in lending and deposits Increase cross-selling of additional products and services to existing customers Focus on the growing needs of medium-size corporate customers to increase customer base Continue to improve customer service and streamline decision-making processes and procedures Continue to diversify loan portfolio Promote new products 52 Confidential - Not For Distribution - Working Draft, 15 March 2007 VII. Investment Banking [Vadim Levin] Confidential - Not For Distribution - Working Draft, 15 March 2007 Investment Banking – Overview Highlights Investment banking products currently offered to large corporate clients in Russia (via VTB and ICB) and Western Europe VTB is leveraging off the existing corporate customer relationships to cross sell customized investment banking product and services The leading position on the Russian bond underwriting market Securities portfolio represents [ ]% of total assets as of December 31, 2006 Securities portfolio dominated by debt instruments [ ]% as of December 31, 2006 Streamlined investment decision procedures Strong balance sheet of the Group supports opportunity to further develop M&A financing Securities as Percentage of Total Assets, 2006 DUMMY NUMBERS Securities Breakdown of The Securities Portfolio, 2006 Government Bonds Government Eurobonds DUMMY NUMBERS Corporate Eurobonds Equities Corporate Bonds 54 Confidential - Not For Distribution - Working Draft, 15 March 2007 Investment Banking – Overview Products and Services Platform Outlook and Strategy Current investment banking services include, proprietary securities trading, arrangement and underwriting of securities offerings, project financing and advisory services, merger and acquisition financing and advisory services Intention to enter the asset management, brokerage, asset securitization and derivatives market Currently Investment Banking services being rendered to large Russian corporate clients Client relationship and business origination from Russia, with certain products developed by the European subsidiaries Leading Russian bond underwriter Significant potential for development in SME segment and outside of the Group’s client base Proprietary trading – the key revenue stream for the business Become a leader in select investment banking products and services Use VTB Europe as a platform for Investment Banking development Enhance the Investment Banking product range Strengthen current positions in retail products: asset management, brokerage services Increase of level of commission income 55 Confidential - Not For Distribution - Working Draft, 15 March 2007 Investment Banking – Products and Services Proprietary Activities Debt Capital Markets Precious Metals Operations Historical focus on proprietary trading in Russian government securities, federal loan bonds and Russian Federation Eurobonds, and derivatives transactions Market maker in the Russian fixed income market. Significant player in repo and reverse repo securities The Group’s income from proprietary activities was $[●] million in 2006 Arrangement and underwriting of debt securities offerings of Russian companies on the domestic market In 2006, VTB arranged 32 domestic corporate and municipal bond offerings totaling approximately [$1.8bn] in 2006 VTB trades precious metals (primarily gold), exports and sells gold, provides short- and medium-term financing and hedging products to gold producers Clients include 75 gold producers, the CBR, domestic and international banks Debt and equity financing for development projects, on a recourse or a non-recourse basis In 2006, VTB provided approximately $650m in funds for projects, including construction of a new longdistance oil-products pipeline, acquisition financing for aircrafts and construction of a business center M&A and Advisory Services In 2006, VTB participated in M&A financing with a total transaction amount of approximately $800m – Arrangement of leveraged buyout financing for the acquisition of Corbina Telecom and as buy-side advisor to Baring Vostok Capital Partners in the acquisition of Bank Caspian Asset Management Platform in place to develop asset management business through CJSC “Prospect – Montes Auri” Business currently in start-up phase Other Brokerage services on MICEX and RTS and the over-the-counter markets Investment advisory and market making services on securities (primarily Russian debt securities) Research on the Russian fixed income and equity markets Project Finance 56 Confidential - Not For Distribution - Working Draft, 15 March 2007 Investment Banking – Established Franchise Selected Transactions – [VTB to update] Russian Bond Issues Underwritten Ranking 1 1 2 [ ] Total number of issues 19 25 32 [ ] April 2004/ May 2005 May 2005 City of Moscow MGTS Underwriter and Market-maker Arranger 2nd Issue of Rouble bonds RUR 3 billion Issuance of bonds 4th and 5th of Rouble Bonds RUR 3.5 billion May 2005 April 2004/ April 2005 July 2005 Government of Moscow Region Perm Motors Group EAST LINE Group Arranger 1,820 1,544 1,104 US$m Home Credit and Finance Bank Arranger and Underwriter Arranger 2nd Issue of Rouble Bonds RUR 3 billion 4th and 5th Issues of Rouble Bonds RUR 21.6 billion August 2004 February 2003 – June 2005 Bank Russian Standard Arranger and Underwriter Paying Agent Avtovaz [ ] Co-Arranger 2004 Note: Combined for VTB and ICB Source: Cbonds Rating Agency 2005 2006 April [ ], 2007 3rd Issue of Rouble Bonds RUR 2 billion Arranger 1st Issue of Rouble Bonds RUR 1.2 billion February 2004 Gazprom Underwriter 1st- - 3rd Issues of Rouble Bonds RUR 9 billion 3d Issue of Rouble Bonds RUR 10 billion 57 Confidential - Not For Distribution - Working Draft, 15 March 2007 Investment Banking – Platform [VTB to confirm the breakdown of products offered in Russia and Europe] Europe Russia Predominantly by Russian based client managers Origination Product Offering Proprietary activities Russian debt capital markets Precious Metals Operations Project Finance Asset management M&A and Advisory Services Tailored products for SME clients European subsidiaries for certain foreign clients moving to Russia Servicing Russian corporate clients moving into European capital markets Structured and trade finance Syndicated lending Loan securitization Clearing and settlement Money markets Trade finance International debt capital markets Fixed income research Brokerage Proprietary activities Commitment to significantly expand the investment banking with focus on selected products 58 Confidential - Not For Distribution - Working Draft, 15 March 2007 Investment Banking – Outlook and Strategy Become a leader in selected investment banking products and services Improving coordination between the corporate and investment banking businesses – Leverage off its existing corporate customer relationships to cross-sell investment banking products – Design customized and new investment banking products and services Use VTB Europe as the platform for consolidating the Group’s investment banking operations Strengthen current positions in retail products: asset management, brokerage services Reduce earnings volatility coming from significant income from proprietary trading Increase fee income by shifting its focus from the role of a principal creditor to a role of arranger and adviser Introduce a system of proprietary securities portfolio management at the Group level 59 Confidential - Not For Distribution - Working Draft, 15 March 2007 VIII. Retail Banking [Mikhail Zadornov] Confidential - Not For Distribution - Working Draft, 15 March 2007 Retail Banking – Overview Highlights VTB retail business services include among others, deposits and lending to individuals and small businesses(a) Leading Russian market position in retail deposits (#2), mortgage loans (#2) and total retail loans (#5) as of 31 December, 2006 - TBD In process of combining Russian retail and small business banking operations in VTB24, the specialized retail banking subsidiary in Russia VTB24’s predecessor, Guta Bank, was acquired in 2004 Aim at becoming a leading retail bank in Russia Successful retail banking operations in Ukraine, Georgia, Armenia to be further enhanced with VTB24 product expertise is used As % of Total Loans to Customers, 2006 Retail 7% Breakdown of Retail Banking Loan Portfolio, 2006 Auto Loans DUMMY NUMBERS Consumer Loans (a) For the purpose of this presentation, statistics presented hereafter is based on products to individuals only Small Business Loans Mortgages 61 Confidential - Not For Distribution - Working Draft, 15 March 2007 Retail Banking – Impressive Recent Growth Retail Loans (US$bn) 2,500 Retail Deposits (US$bn) [2,249] 8,000 [7,327] 7,000 2,000 6,000 5,180 5,000 1,500 4,000 1,000 851 3,000 2,111 2,000 500 988 1,000 130 34 0 0 2003 2004 2005 2006 2003 2004 2005 2006 Expansion of the retail division is a key strategic priority for the VTB Group 62 Confidential - Not For Distribution - Working Draft, 15 March 2007 Retail Banking – History 2004 2005 Acquisition of Guta Bank in Russia – Wide branch network throughout Russia – Developed retail infrastructure, including front office, processing center and internet banking – Significant retail client base Acquisition of Armsberbank in Armenia – Armenian subsidiary of Sberbank until 1993 – [The leading branch network] – [Largest retail client base] In order to capture the market growth, VTB decides to concentrate all retail banking operations in Russia in a separate banking subsidiary - Guta Bank Acquisition of ICB to develop corporate and retail banking presence in the North-West region – [Leading position in the North-West region] – [more than xx individual clients as of 31 December, 2006] Acquisition of United Georgian Bank – Third largest bank in Georgia – Full rang of retail products in major cities as well as more remote areas through [28] branches 2006-2007 Rebranding of Guta Bank to VTB24 Further transfer of retail assets and liabilities to VTB24. Restructuring to be completed by the end of 2007 Assimilation of ICB’s retail operations into VTB24, interfacing the banks’ ATMs and standartizing the terms of the offered products. Full integration to be completed after merger with ICB is finalized Acquisition of Mriya Bank in Ukraine – Full rang of retail products throughout Ukraine via 171 branches of which 63 specialize in serving retail customers – [xx retail customers as of 31 December, 2006] Focus on retail banking in Russia and CIS is critical for growth VTB24’s goal is to become a leading retail bank in Russia 63 Confidential - Not For Distribution - Working Draft, 15 March 2007 Retail Banking – Summary Client Base Distribution Products and Services 4.6 million individual and 154 thousand small business clients in Russia Additional 421 thousand individual and 16 thousand small business clients in the other growing CIS markets Direct distribution model no products are sold through partnerships or third-parties [525] branches throughout Russia 2,679 ATMs in Russia Platform for retail roll-out in other CIS countries: 296 branches and 121 ATMs Services include deposit accounts, lending, small business loans, consumer loans, mortgages, auto loans and credit cards Strategic focus on small business loans segment with currently low competition Leading mortgage player, with total mortgage portfolio outstanding of USD [ ] mn, representing a 10% market share in Russia Catch-up position on the auto loan market [ ] credit cards issued Outlook and Strategy Become a leading retail bank in Russia Increase the market share in products offered to upper mass and affluent market segments and small businesses Expand VTB24 branch network to more than 500 branches by 2008 Ultimately operate branches in all Russian cities with populations of more than 150,000 people 64 Confidential - Not For Distribution - Working Draft, 15 March 2007 Russian Retail Banking – Client Base [TBD] Comments Number of Individual Customers More than 4.6 million retail customers in Russia in VTB, VTB24 and ICB DUMMY NUMBERS 4.6 Migration of client to VTB24 to provide additional momentum for further growth, given VTB24 specialised focused on retail services rendered to individuals and small businesses 2004 2005 2006 Number of Cards Issued Standardized and well tailored product offering to become available to existing client DUMMY NUMBERS Focused on affluent client base [ ] card issued 2004 2005 2006 65 Confidential - Not For Distribution - Working Draft, 15 March 2007 Russian Retail Banking – Distribution (Branch Based Model) Russian Banks’ Network, 2006 Distribution Network: Branches 20,151 232 222 216 211 185 Impexbank Uniastrum Gazprombank 450 Ak Bars 494 Bank of Moscow Hybrid (Corporate & Retail) [525] Uralsib Retail 2006 Rosselhozbank 2005 Sberbank 2004 582 Rosbank DUMMY NUMBERS VTB 730 Source: RBC Ratings Number of ATMs Distribution Highlights 2,679 DUMMY NUMBERS 2004 2005 2006 Key distribution channels include branches, sub-branches, outlets and ATMs, telephone and internet banking Total of [525] branches as of 31 December, 2006 of which [272] were purely retail oriented VTB24 retail network consisted of 163 branches as of December 31, 2006. Further [557] branches to be migrated to VTB24 in the near future [ ] branches in Moscow and Moscow region Presence in 62 of [ ] Russian macro regions The first Russian bank to offer internet banking Plans to maintain branches in all Russian cities with populations greater than 150,000 inhabitants 66 Confidential - Not For Distribution - Working Draft, 15 March 2007 Branch-Based Banking Model Russian Retail Banking – Products and Services Deposit Accounts Competitive array of products US$[ ]m in retail deposits as of 31-Dec-2006 Offers fixed term, open-add term, flexible term and current settlement deposits Salary accounts for corporate clients employees Small Business Loans Simplified credit approval procedures for companies with annual turnover of less than US$3m Approximately 154 thousand small business customers mostly located in the regions Total portfolio of [ ] as of December 31, 2006 Mortgages VTB24 has approximately [3,200] mortgage loan customers. Majority located in Moscow Fixed interest rate products. Plans to offer floating rates and home equity credit lines in the future Total portfolio of [ ] as of December 31, 2006 84% of total portfolio is unsecured lending. The term of the total portfolio is from six month to 5 years Approximately 50% of total loans originated in the Moscow region Total consumer loan portfolio of [ ], as of December 31, 2006 with average size of [ ] Standard auto loans of up to US$50,000 for a term of 1-5 years Express auto loans of up to US$25,000 offered for 1-4 years. Approved faster than standard but tighter credit procedures and higher interest rates Approximately 78% of total loans originated in Moscow Total auto loan portfolio of [ ] as of December 31, 2006 VTB24 issues VISA, Mastercard and Diners’ Club debit and credit cards As of 1-Apr-2007, VTB24 had issued [ ]mn VISA and Mastercard cards and ICB had issued [ ]mn Consumer Loans Auto Loans Credit Cards Product range in place to leverage the expanding branch network 67 Confidential - Not For Distribution - Working Draft, 15 March 2007 Retail Banking – Outlook and Strategy Substantially increase retail lending and retail deposit market shares in Russia, in particular in products offered to high-growth and significantly profitable market segments Become the provider of choice of banking services to high-growth and significantly profitable market segments, in particular the upper mass and affluent market segments and small businesses Successfully complete the migration of the Group’s Russian retail business to VTB24 to leverage best practices Expand the retail network of VTB24 to more than 500 branches in Russia by the end of 2008 – Operate branches in all Russian cities with populations of more than 150,000 people Develop sales through other distribution channels, including ATM network, telephone and internet banking Introduce new products Streamline business processes and credit procedures and focus on customer service improvements Improve credit scoring system and collections to protect credit portfolio quality 68 Confidential - Not For Distribution - Working Draft, 15 March 2007 IX. CIS Operations [Yulia Chupina] Confidential - Not For Distribution - Working Draft, 15 March 2007 Overview of the CIS Operations Highlights CIS is a priority task to continue VTB rapid development The Group aims to become a significant player on the CIS markets servicing local and Russian clients as well as trades between the regions Under-banked CIS markets to become an important factor of further growth First Russian bank to meaningfully enter the CIS market – Approximately 430,000 local clients as of 2006 Intend to roll-out corporate and retail banking services in the region to local client base Additional restructuring and integration opportunities, including proposed merger of subsidiary banks in Ukraine by the end of 2007 As % of Total Group’s Assets, 2006 DUMMY NUMBERS CIS As % of Total Group’s Revenues, 2006 DUMMY NUMBERS CIS 70 Confidential - Not For Distribution - Working Draft, 15 March 2007 CIS Footprint Ukraine Georgia 2005: GDP - $83bn 2005: GDP - $[ ]bn GDP per capita – 1,497 CPI – 6.2% GDP per capita CPI – 14% Subsidiary % controlled Acquired in Subsidiary JSCB Mriya 98% 2006 VTB Georgia 58.9% % controlled Total 2006 assets [ ] Total 2006 assets [ ] Total 2006 net profit [ ] Total 2006 net profit [ ] VTB Ukraine 100% Total 2006 assets [ ] Total 2006 net profit [ ] Acquired in 2005 2005(a) Russia (a) Received a banking license in 2005 Belarus Ukraine Moldova Kazakhstan Georgia Uzbekistan Kyrgyzstan Armenia Azerbaijan Turkmenistan 2005: GDP – [] GDP per capita – [ ] CPI – [] 2005: GDP - $4.9bn GDP per capita – [ ] CPI – 0.6% Subsidiary % controlled VTB Armenia 70% + 1 share Belarus Tajikistan Armenia Acquired in Type Opened in 2004 Representative Office [] Total 2006 assets [ ] Total 2006 net profit [ ] Note: Total assets and net profit for the CIS subsidiaries indicated Prior to intercompany eliminations 71 Confidential - Not For Distribution - Working Draft, 15 March 2007 Market Positions vs. Market Characteristics Market Characteristics TBU Ukraine Georgia Armenia Corporate / retail loans, 2005: $18bn / $6.4bn 2003 – 2005 CAGR [] / [] Corporate / retail deposits, 2005: $13bn / $13.2bn [160] banks in the market Total loans: $0.92bn Total deposits:$1.15bn 2003 – 2005 CAGR [] / [] 18 banks in the market Total loans: $[ ] bn Total deposits:$[ ] bn 2003 – 2005 CAGR [] / [] [ ] banks in the market VTB Market Position 172 branches of which 63 specialize in serving retail customers and 75 ATMs 64 thousand retail clients One thousand corporate clients # [ ] market position Comments Retail banking products developed on the basis of extensive Mriya’s regional network which covers virtually all regions of Ukraine Corporate banking developed on the basis of well-capitalized VTB Ukraine Merger of two subsidiary banks in 2007 # [ ] market position 28 branches and 32 ATMs across the country 119 thousand retail clients Full range of retail products Additional corporate products for selected Russian and Georgian customers # [ ] market position 96 branches and 14 ATMs throughout Armenia 254 thousand retail clients 15 thousand corporate clients Full range of banking services to commercial and retail customers Restructuring of branch network 72 Confidential - Not For Distribution - Working Draft, 15 March 2007 Outlook and Strategy Existing Markets New Markets Become a leader in corporate and retail segments in each country of presence Continue restructuring efforts and further improve efficiency – Complete the merger of Ukrainian subsidiaries by the end of 2007 – Implement Group-wide risk management and control systems – Integrate IT solutions into Group-wide IT architecture Review and optimise existing distribution network Maximise local client retention and volume of business via new processes and products Optimise product offering, leveraging VTB Corporate and VTB24 expertise Further expand to the fast growing CIS countries of strategic interest which are actively involved in trade and economic cooperation with Russia Review organic growth or acquisitions alternatives on the markets of Kazakhstan, Belarus, Azerbaijan, Uzbekistan and Kyrgyzstan 73 Confidential - Not For Distribution - Working Draft, 15 March 2007 X. European and Other Banking Operations [Yulia Chupina] Confidential - Not For Distribution - Working Draft, 15 March 2007 Overview of the European and Other Banking Operations Highlights Build an integrated platform to service European corporate clients with business interests in Russia and CIS and vice versa As % of Total Group’s Assets, 2006 DUMMY NUMBERS Europe Existing platform of six European subsidiaries as a result of several acquisitions – includes most recently the acquisition of the CBR’s participation interest in the number of banks in the end of 2005 VTB is in process of restructuring the European operations under one umbrella to increase profitability, decrease operating expenses, optimize the capital structure within the Group and improve corporate governance Established business in Asia and Africa to service Russian corporate client’s needs As % of Total Group’s Revenues, 2006 DUMMY NUMBERS Europe DUMMY NUMBERS 75 Confidential - Not For Distribution - Working Draft, 15 March 2007 Overview of European Banking Operations Austria United Kingdom Subsidiary % controlled Acquired in Subsidiary % controlled Acquired in VTB Europe 89.1% Total 2006 assets [ ] Total 2006 net profit [ Dec-2005 VTB Austria 100% Total 2006 asset s [ ] Total 2006 net profit [ [] ] ] France Germany Subsidiary % controlled Acquired in VTB Germany 83.5% Total 2006 assets [ ] Total 2006 net profit [ ] Dec-2005 Luxembourg United Kingdom Germany Austria Switzerland France Italy Subsidiary % controlled Acquired in VTB France 87.0% Total 2006 assets [ ] Total 2006 net profit [ Dec-2005 ] Switzerland Cyprus Subsidiary % controlled Acquired in RCB Cyprus 100% Total 2006 assets [ ] Total 2006 net profit [ [2003 ] Cyprus ] Subsidiary % controlled Acquired in RKB Zurich 99.9% Total 2006 assets [ ] Total 2006 net profit [ 1992 ] Italy Type Representative Office Opened in [] 76 Confidential - Not For Distribution - Working Draft, 15 March 2007 Restructuring and Integration of European Banking Operations 2006 2007 Establish VTB Europe as the hub Transfer VTB’s interest in VTB France and VTB Germany to VTB Europe Rebranding of several European subsidiaries under VTB name in November 2006 2009 VTB France and VTB Germany transferred to branches under VTB Europe subject to relative regulatory approvals Integration of VTB Austria under VTB Europe only in 2009-2010 Allows better control and cost reduction RCB-Cyprus and RKB-Zurich will remain 100% owned subsidiaries of VTB [to be confirmed] Remaining interest in EWUB (49%) is expected to be sold to MBRD during 2007 [TBC] Will allow VTB to adequately capitalize VTB Europe and to allow VTB Austria to fully utilize its deferred tax assets prior to the restructuring Results VTB VTB Austria VTB Europe VTB France RCB – Cyprus VTB Germany RKB – Zurich Increase the profitability Decrease operating expenses by centralizing the middle-and back-office functions Optimize the capital structure within the Group and improve corporate governance Easier access to international financial services and international capital markets for the Russian clients Offer additional products, including trade finance, trade-related payment and settlement services and lending services to Russian and foreign clients 77 Confidential - Not For Distribution - Working Draft, 15 March 2007 Description of the International Banking Activities VTB Europe Europe VTB Austria VTB Germany VTB France Established in October 1919 in London, United Kingdom, as “Moscow Narodny Bank.”, rebranded in 2006 Provides corporate and investment banking services, including structured trade finance operations, syndicated lending arrangements, credit lien note programmes, Eurobonds and securitization transactions Has a branch in Singapore and representative offices in Beijing Established in 1974 in Vienna, Austria as Donau-Bank, rebranded in 2006 Specializes in syndicated lending operations, credit and settlement services. Other services and activities include structured trade finance, trade-related documentary transactions, international account management, transactions in promissory notes and fiduciary operations. Additionally conducts securities trading and investment operations, money and foreign exchange markets, and engages in repo transactions with Russian government and corporate debt securities. Mostly wholesale funded Established as Ost-West Handelsbank in November 1971, rebranded in 2006 Principal activities include clearing and settlements, syndicated lending, money market and foreign exchange trading. Additionally provides pre-export and post-export financing and accounts receivable factoring Extensive correspondent bank network throughout Western Europe, Russia and the CIS Primarily client deposits funded Established in 1921 in Paris, France as BCEN-Eurobank, rebranded in 2006 Provide trade finance and trade related banking services (including export credit agency loans and documentary products) Mostly wholesale funded 78 Confidential - Not For Distribution - Working Draft, 15 March 2007 Description of the International Banking Activities (continued) Formerly a branch of Vneshekonambank, became a separate bank in 1995 Mostly fee-based products, including back-to-back lending, secured lending, securities and currency trading, accounts receivable factoring, deposit taking and trade finance Funded by interbank loans from VTB and third parties as well as client deposits and market borrowings Established in 1992 Primary activities include trade and project finance, payment and settlement services, arranging syndicated loans, brokerage services, trust and fiduciary services and consulting services RKB-Zurich also engages in transactions in securities, foreign exchange and precious metals Primarily client deposits funded, but also obtains funding via interbank and syndicated loans markets Vietnam-Russia Joint Venture Bank (or VBR) was established November, 2006 Parties participating in VRB include Bank for Investment and Development of Vietnam (51% of legal capital) and VTB (49% of legal capital). Initial share capital of $10 million Services include primarily transaction processing and financing services for commercial operations between Vietnam and Russia Opened its first branch in the city of Vungtau in March 2007 Europe RCB Cyprus RKB Zurich Asia VBR Africa Branches and representative offices Banco VTB Africa, Angola VTB Capital, Namibia Representative office in India and China VTB Europe branch in Singapore Banco VTB Africa SA (Angola) was incorporated with the Banco National de Angola in February, 2007. VTB owns 66% of Banco VTB Africa SA Initial share capital of $10 million Banco VTB Africa SA’s current focus is on providing international settlement services and loans and trade financing to Russian and African clients [To come] 79 Confidential - Not For Distribution - Working Draft, 15 March 2007 Outlook and Strategy European Operations Integrate subsidiaries under VTB Europe, followed by transformation of other banks to its branches Make additional products available to Russian corporate client and facilitate trade finance of European clients with Russian counterparties Increase efficiency of European operations through cost-cutting and prudent capital management Implement unified corporate governance standards, improve management and control Operations in Asia and Africa Launch operations in India and China Develop business in Vietnam, Angola and Namibia Service foreign trade operations of Russian companies in Asia and Africa and provide international settlements operations Participate in project and trade finance (joint investment projects with participation of Russian capital) VTB will follow its corporate clients’ international expansion 80 Confidential - Not For Distribution - Working Draft, 15 March 2007 XI. Group Management Structure [Yulia Chupina] Confidential - Not For Distribution - Working Draft, 15 March 2007 Corporate Governance Structure VTB is the Group’s holding company Each banking subsidiary has its own corporate bodies and is subject to banking regulation and supervision in its respective jurisdiction Shareholders Meeting Supervisory Council • 9 members (a) [including] 2 independent non-executives •Chaired by Alexei L. Kudrin • Oversees general management • Establishes VTB’s strategy Audit Committee • [ ] members (a) • Chaired by [Yves-Thibault de Silguy] VTB maintains: – Control over banking subsidiaries through majority representation on subsidiaries’ boards – Administrative and organisational supervision through a matrix management model (a) Please see appendices A,B,C for full biographies. Management Board • 10 members (a) •Chaired by Andrei L. Kostin • VTB’s collective executive body Banking Group Management Committee • 11 members (a) •Chaired by Andrei L. Kostin • Interbank coordination body • Responsible at Group level for strategy, approval of business plan, alignment policies, overseeing corporate governance and forming unified culture (matrix management model) 82 Confidential - Not For Distribution - Working Draft, 15 March 2007 Employees Statistics Region Entity/Country Russia VTB VTB24 ICB Other Total Russia Mriya VTB Ukraine VTB Georgia VTB Armenia Other Total CIS Total Group 9,983 7,163 5,195 1,822 1,818 83 845 923 4 84.8% 12.9% 3,673 Europe Rest of the World % of Total 24,163 CIS Total Europe Number of Employees as of 31 December 2006 Great Britain France Germany Cyprus Austria Other 219 141 84 75 63 31 613 2.2% 0.1% 17 28,466 As of 31 December 2006, VTB had [28,466] employees, [24,163] of which were based in Russia, [3,673] in the CIS, [613] in Europe and [17] in the rest of the world Growth mainly driven by retail branch network expansion 83 Confidential - Not For Distribution - Working Draft, 15 March 2007 Overview of Employee Policy Policy Aim to develop a skilled, highly productive staff that is successful in conducting business Recognition that the Russian market of qualified financial institutions personnel, especially for junior and middle management, is highly competitive Commitment to a [performance based] corporate culture and belief in its importance for business development To foster such a culture we organise: – Regular seminars during which senior managers share their experiences with other employees – Seminars and roundtable discussions for mid-level managers – Working groups aimed at developing separate business segments Culture Training Program Compensation Trade Unions Comprehensive training program which provides both internal and external professional training for employees at all levels [Corporate university offering professional development training to junior and mid-level managers] Staff costs and defined contribution pension expense accounted for [X]% of the Group’s operating expenses for 2006 We believe that the current defined contribution pension expense compensation package is generally comparable to that offered by other major Russian banks A number of VTB’s Russian employees belong to a trade union Most employees of foreign banks also belong to trade unions To date we have not experienced any strikes, work stoppages, labour disputes or actions that have had a material effect on our operations 84 Confidential - Not For Distribution - Working Draft, 15 March 2007 XII. Risk Management [Nikolai Tsekhomsky] Confidential - Not For Distribution - Working Draft, 15 March 2007 Risk Management Overview Main risks in the Group’s business are credit risk, market risks (interest rate, currency and securities portfolio), liquidity risk and operational risk Risk is managed at each entity that forms the VTB Group on a independent basis Furthermore, the VTB Group has established a number of Group-wide bodies, to manage risk on a Group-wide basis, as illustrated in the following diagram: Credit Market (a) Risk Management Commission Oversees credit and market risk management Group wide Includes chief risk officers of all Group banks, VTB risk managers, Treasury managers and an audit officer from VTB’s Internal Control Department Liquidity (a) Operational Internal Control Commission Asset and Liability Committee Implementing policies and supervising Group banks with respect to currency, liquidity and interest rate risks Group funding Financial risk transfers within the Group Internal control of all subsidiaries through individual audit committees in each subsidiary Anti-Money Laundering Commission Prevention of money laundering and terrorist financing Sharing of blacklists Supervision of implementation of unified policies and procedures Membership of the committees outlined above is formed with senior representatives from most of the Group banks which, together with the matrix management model, ensures that policies and procedures are adopted and adhered across the Group (a) Treasury performs centralised liquidity and market risk management functions. 86 Confidential - Not For Distribution - Working Draft, 15 March 2007 Risk Management and Controls Credit Limits for single borrowers, groups of borrowers, industries, regions and countries established – Limits are reviewed regularly and comply with the exposure limits established by the CBR for Russian banks VTB Group conducts thorough investigation of each prospective borrower – Procedures for corporate loans include analyzing the borrower’s business prospects, purpose of the loan and valuation of any collateral – Letters of credit, guarantees and other commitments are subject to same rigorous credit review – Procedures for retail loans are based on an internally-developed scoring system Market Securities risk monitored on a daily basis by using a VaR methodology – As at December 31, 2006, VTB’s VaR for its securities portfolio (a) was $122 million (including $62 million attributable to EADS shares) [VaR calculation at a Group level?] Currency risk managed by matching currency of assets and liabilities on a currency by currency basis within certain limits – Position is hedged with options, swaps and forwards – Currency position limits are [ ] Interest rate risk: monitored on a 10-day basis through monthly interest rate sensitivity analysis Liquidity Operational Liquidity risk is managed by assessing maturity profile of assets and liabilities at least every 10 days Majority of funding comes from deposits and debt funding in capital markets Debt securities protfolio provides additional liquidity if required Group’s total cumulative liquidity gap as of December 31, 2006 was $[ ] million Internal Control Department and Legal Department monitor compliance with internal policies and procedures through audit of all bank operations and transactions Anti-money laundering prevention includes “know-your-customer” procedures including detailed verification of customers (a) Calculated using the historic simulation method on a 1-day basis and 99% confidence level. 87 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB Credit Policies and Procedures – Corporate Origination Analysis Interest Rate Determination Assurance / Collateral Exposure Limits Credit Approval Loan application with information on the customer and purpose of the loan Initial investigation by client manager Further review by other departments industry, legal, security, CRCD CRCD sets the appropriate interest rate based on: – Minimum interest rates established by the ALCO – Risk premium attributed to the customer In general, all loans are fully collateralized Collateral is valued by third party appraisers Collateral value is discounted depending on liquidity of asset Assessment of borrower’s financial condition and likely credit needs based on internal rating system Exposure per borrower established for on- and offbalance sheet exposures Additional limits by sector, region, country Approval required at appropriate committee based on loan size: – Small credit committee for < RUR 300 million – Credit committee for > RUR 300 million and < RUR 1.5 billion – Management board > 1.5 billion Monitoring Monitoring of the borrower’s (and the guarantor’s) financial condition throughout the life of the loan Ongoing monitoring of value of collateral (including on-site inspections of property, if applicable) Note: “CRCD” = Credit and Risks Control Department. “ALCO” = Asset and Liabilities Committee. “CC” = Credit Committee “LRD” = Loan Recovery Division. Problem Loan Recovery Problem loans initially handled at branch level When payments are at least due for 30 days, loan transferred to the LRD LRD contacts the borrower and attempts restructuring of the loan – If the loan is restructured, LRD monitors compliance with terms of restructured loan – If loan cannot be restructured, VTB commences legal action 88 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB Credit Policies and Procedures – Retail Credit origination and analysis: – Standard loan application form filled at the branch by customer – VTB24 conducts further investigations on prospective borrowers: – Personal interviews with the customer – Review of supporting documentation provided by the customer – Review of public information sources for evidence of criminal activities – Information from national credit bureaus (when available) – Lending limits for consumer and car finance products established by an internally-developed scoring system – Fully automated for consumer loans – Case-by-case within given parameters for car finance products – Credit scoring system assigns a grade of “yes”, “no” or “requires further analysis” to the loan application Interest rate is set by the scoring system based on the minimums established by the asset and liability commission, the credit standing of the borrower and the purpose and currency of the loan Collateral (which might be in the form of real estate, personal property, securities, automobiles and other liquid assets) is valued by third party appraisers Approval: – Mortgage loans for individuals require authorization by loan officer and a risk manager – Non-mortgage loans for individuals receiving a “yes” from the credit scoring system may be authorised by a loan officer acting alone – All other non-mortgage loans for individuals require authorisation by a risk manager and a loan officer – Small business loan applications are authorised by the credit committee (level of authorisation required depends on size of the loan, type of loan and type collateral) 89 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB Group Currency Exposure USD RUR EURO Other currencies Total [] [] [] [] [] Securities portfolio [] [] [] [] [] Cash and short term funds [] [] [] [] [] Due from other banks, net [] [] [] [] [] Premises and equipment [] [] [] [] [] Intangible assets [] [] [] [] [] Assets of disposal group held for sale [] [] [] [] [] Investment property [] [] [] [] [] Investments in associated banks [] [] [] [] [] Other assets [] [] [] [] [] Total Assets [] [] [] [] [] Liabilities Customer deposits [] [] [] [] [] Debt securities issued [] [] [] [] [] Due to other banks [] [] [] [] [] Other borrowed funds [] [] [] [] [] Subordinated debt [] [] [] [] [] Other liabilities [] [] [] [] [] Liabilities of disposal group held for sale Total Liabilities [] [] [] [] [] [] [] [] [] [] Net balance sheet position [] [] [] [] [] Off-balance sheet credit related commitments [] [] [] [] [] Net derivative position [] [] [] [] [] (As of December 31, 2006; in $ million) Comments A Assets Customer loans and advances, net [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] 90 Confidential - Not For Distribution - Working Draft, 15 March 2007 VTB Group Liquidity Position On demand & < 1 month From 1 to 6 months From 6 months to 1 year > 1 year Overdue maturity undefined Total [] [] [] [] [] [] Securities portfolio [] [] [] [] [] [] Cash and short term funds [] [] [] [] [] [] Due from other banks, net [] [] [] [] [] [] Premises and equipment [] [] [] [] [] [] Intangible assets [] [] [] [] [] [] Assets of disposal group held for sale [] [] [] [] [] [] Investment property [] [] [] [] [] [] Investments in associated banks [] [] [] [] [] [] Other assets [] [] [] [] [] [] [] [] [] [] [] [] (As of December 31, 2006; in $ million) Comments A Assets Customer loans and advances, net Total Assets Liabilities Customer deposits [] [] [] [] [] [] Debt securities issued [] [] [] [] [] [] Due to other banks [] [] [] [] [] [] Other borrowed funds [] [] [] [] [] [] Subordinated debt [] [] [] [] [] [] Other liabilities [] [] [] [] [] [] Liabilities of disposal group held for sale Total Liabilities [] [] [] [] [] [] [] [] [] [] [] [] Net liquidity gap [] [] [] [] [] [] Cumulative liquidity gap [] [] [] [] [] [] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] 91 Confidential - Not For Distribution - Working Draft, 15 March 2007 XIII. Information Technology [Nikolai Tsekhomsky] Confidential - Not For Distribution - Working Draft, 15 March 2007 Information Technology Overview The development and implementation of the VTB’s IT strategy is carried on a group-wide basis by the Banking and Information Technologies Committee (“BITC”) – The BITC includes representatives of VTB, VTB24 and ICB and coordinates IT strategy at the Group level – Monitors implementation of approved IT projects – Proposes new IT-related initiatives in response to feedback from Group subsidiary banks Current IT systems Each banking subsidiary has a separate IT system managed on an independent basis, with little no functional integration between banks other than VTB and VTB24 Objective Coordinate activities and establish a single corporate reporting framework – Legacy systems across CIS and European banks are sufficient to support banking operations in those jurisdictions For financial reporting purposes, local GAAP data is collected and consolidated regularly by the Group, and transformed to IFRS financials Gradual process to simplify, rationalize and synchronize the different IT systems to support access to and comparability of the information that comes from the subsidiaries Unified application packages with “best-in-class” functionality for key business areas – Automatization of core customer information management, accounting, oversight, reporting, etc. IT expenditure in 2006 was $[ ] million, of which $[ ] million was allocated to maintenance of IT systems and $[ ]m was allocated to capital expenditure [Can we quantify / discuss expected synergies] 93 Confidential - Not For Distribution - Working Draft, 15 March 2007 Information Technology Strategy Initiative Impact Central Databank Storage and consolidation of analytical information at the Group level Include customer data and financial reports on banking subsidiaries Improve access to up-to-date information Reduce time and costs of preparation of consolidated analytical and mandatory reports IT Infrastructure Co-location and Consolidation in Russia Start by co-locating VTB’s and VTB24’s IT systems to two joint hubs in Moscow and St. Petersburg Followed by migration of regional IT systems to centralized system Finally, set up joint organizational structures to optimize management of IT application design and tracking across the Group’s Russian Banks ICB integration to start as soon as merger is completed Increase efficiency Creation of integrated IT system for the Group’s Russian banks Integrated Group- Centralization of VTB customer information In the future, might create centralized CRM system for wide CRM information relating to all customers of all Group’s banks System Centralized Automated Banking Systems Implementation of a single Automated Banking System in VTB and another in VTB24 For VTB, support core business functions and accounting operations For VTB24, implementation in all its branches of a centralized retail business management system Selection of external IT provider and implementation of the systems will be coordinated between VTB and VTB24 Increase cross sales Improve interaction between VTB business unites Maximize utilization of potential offered by the product specialties of the Group’s European banks VTB: discontinue the use of multiple non-integrated systems – Improve quality of products and services – Reduce operating risks VTB24: replace legacy system – Facilitate rapid growth of VTB24 retail business Implementation of core projects of IT strategy expected to be completed by 2010 94 Confidential - Not For Distribution - Working Draft, 15 March 2007 XIV. Financial Review [Nikolai Tsekhomsky] [All 2006 financials are currently estimates or extrapolations of 9M06 financials. All 2006 numbers need to be updated when available] Confidential - Not For Distribution - Working Draft, 15 March 2007 Comparability of Historical Financial Information The Group has entered into a number of material acquisitions since the beginning of 2004, which impact the comparability of financial information between historical periods (US$ in millions) Stake Acquired Ownership Post Acquisition (a) Purchase Price Total Intangibles Russia 85.8% 85.8% 0 71 ICB Russia 25.0% plus one share 25% plus one share 97 (30) Dec-2005 ICB Russia 50.0% plus two shares 75% plus three shares 480 336 Dec-2005 MNB (now VTB Europe) UK 88.9% 89.1% 249 – Dec-2005 BCEN-Eurobank (now VTB France) France 87.0% 87.0% 151 – Dec-2005 OWH (now VTB Germany) Germany 51.6% 83.5% 42 – Date Target Country Jul-2004 Guta Bank (now VTB24) Mar-2005 Difficulties in comparability of historical financial information includes: Profit and Loss 2006 versus 2005 2005 versus 2004 Full-year contribution from VTB Europe, VTB France and VTB Germany in 2006 versus immaterial contribution in 2005 Full year contribution of the additional 50% plus two share stake in ICB in 2006 versus immaterial contribution in 2005 Full contribution from Guta Bank (now VTB24) in 2005 versus part-year contribution in 2004 (a) Represents ownership of voting securities. Balance Sheet No material comparability issues Includes impact of acquisitions of VTB Europe, VTB France, VTB Germany and 75% plus 3 shares stake in ICB in 2005 versus no impact in 2004 96 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Summary Income Statement For years ended Dec. 31, (US$ in millions) Interest Income Interest Expense Net Interest Income Provision for Loan Impairment Net Interest Income after provisions Gains from securities % Growth 2004 2005 2006 ‘04–’05 ‘05–’06 $1,049 $1,759 $3,743 67.7% 112.8% (920) (2,126) 93.7 131.1 1,617 (475) 574 839 46.2 92.7 (196) (103) (313) (47.4) 203.9 378 736 1304 94.7 77.2 4 332 573 NM 72.6 Net Fee and Commission Income 106 168 372 58.5 121.4 FX Translation Gains 114 281 NM NM Other Non-Interest Income 327 325 218 (0.6) (32.9) Operating Income 929 1,553 2,748 67.2 76.9 Operating Expenses (628) (850) (1,299) 35.4 52.8 Profit Before Tax 301 703 1,449 133.6 106.1 Income Tax Expense (93) (195) Profit from Discontinued Operations Minority Interest Net Profit After Tax (8) 109.2 18.2 0 3 (230) NA – – (3) (12) NA – – $205 $499 $1,219 Gains on disposal of Kamaz shares – – $117 Gains on disposal of IMB shares – – 301 143.6% 144.1% [ Comments to come] [ Comments to come] [ Comments to come] [ Comments to come] [ Comments to come] Notes (Pre Tax) [ Comments to come] 97 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Summary Balance Sheet 2004 (US$ in millions) Gross Customer Loans Allowance for Loan Impairment Net Customer Loans As of Dec. 31, 2005 2006 % Growth ‘04–’05 ‘05–’06 $10,722 (553) $20,533 (608) $30,680 (1,220) 9.9 100.7 91.5% 49.4% 10,169 19,925 29,460 95.9 47.9 Securities Portfolio 3,103 7,291 9,371 135.0 28.5 Cash and Short-term Funds 1,752 3,096 3,973 76.7 28.3 Due from Other Banks 2,023 4,141 6,463 104.7 56.1 Premises and Equipment 321 832 1,024 159.2 23.1 Intangible Assets 102 451 291 206.8 4.8 Other Assets 340 987 1,908 229.9 63.4 $17,810 $36,723 $52,490 106.2% 42.9% $6,024 $12,765 $20,136 111.9% 57.7% Debt Securities Issued 3,948 7,241 11,240 83.4 Due to Other Banks 3,254 6,629 9,313 103.7 40.5 Other Borrowed Funds 1,729 2,937 2,577 69.9 (12.3) – 1,161 1,351 NM 16.4 146 15,101 719 31,452 1,078 45,695 392.5 49.9 108.3 45.3 2,628 4,920 6,314 87.2 28.3 81 $17,810 349 $36,723 481 $52,490 330.9 37.8 106.2% 42.9% $21,092 $41,839 TBD 12,329 19,202 TBD 10,992 18,128 TBD Total Assets Customer Deposits Subordinated Debt Other Liabilities Total Liabilities Shareholders’ Equity Minority Interest Total Liabilities and Equity Risk Weighted Assets (a) Average Interest Earning Assets (b) Average Interest Bearing Liabilities (b) [ Comments to come] [ Comments to come] [ Comments to come] [ Comments to come] 55.2 [ Comments to come] [ Comments to come] (a) Represents the Group’s risk weighted assets calculated in accordance with the Basel Accord and assuming IFRS accounting. Currently each bank subsidiary is regulated by the banking regulator in the respective jurisdiction and based on local accounting standards. (b) Average represents quarterly average for 2005 and 2006 and semi-annual average for 2004. For 2005, average excludes impact of consolidation of acquired subsidiaries in December 2005, as the impact on the income statement was not material. 98 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Key Financial Ratios 2004 2005 2006 Profitability Indicators Net Interest Margin (a) 4.7% 4.4% 3.8% Fee & Commission Income to Operating Income 11.5 11.1 13.5 Non-Interest Income to Operating Income 59.1 51.4 52.5 Cost-to-Income 67.9 56.1 47.3 Return on Average Shareholders’ Equity (a) (b) [–] [–] [–] Return on Average Assets (a) (b) [–] [–] [–] Tier 1 Ratio [–] [–] 11.8% Total Capital Ratio 12.0 14.1 12.0 [ Comments to come] [ Comments to come] [ Comments to come] Capital Adequacy Indicators – BIS [ Comments to come] Asset Quality Overdue Loans as % of Gross Customer Loans 0.8% 0.3% [–] Overdue & Rescheduled Loans as % of Gross Customer Loans 3.4 1.4 [–] Non-Performing Loans as % of Gross Customer Loans [–] [–] [–] 151.5 211.8 [–] Allowances as % of Overdue & Rescheduled Loans [ Comments to come] [ Comments to come] (a) Average represents quarterly average for 2005 and 2006 and semi-annual average for 2004. For 2005, average excludes impact of consolidation of acquired subsidiaries in December 2005, as the impact on the income statement was not material. (b) Net profit after minorities and shareholders’ equity excluding minorities. 99 Confidential - Not For Distribution - Working Draft, 15 March 2007 Net Interest Income Net Interest Income pre Provisions Net Interest Income Net Interest Spread & Margin Provisions Net Interest Spread Net Interest Margin 6% 2,000 93% 1,617 US$ in millions 1,500 4.7% 4.4% 313 4% 46% 1,000 [] 3.8% 4.2% 4.1% 3% 839 574 500 5% 103 1,304 [] 3.2% 2% 196 736 1% 378 0% 0 2004 2005 2004 2006 [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] 2005 2006 100 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Analysis of Change in Net Interest Income Increase in Interest Income due to Changes in Volume Increase in Interest Expense due to Change in Volume US$ in millions 2006 vs 2005 750 604 17 6 48 710 53 30 22 175 53 122 500 250 Increase in Interest Income due to Change in Rate Increase in Interest Expense due to Changes in Rate 445 106 57 213 DUMMY 657 CHART 587 147 66 339 265 0 Customer Loans Securities Due from Other Banks Total Interest Income Customer Deposits Increase in Interest Income due to Changes in Volume Increase in Interest Expense due to Change in Volume US$ in millions 2005 vs 2004 750 604 17 6 48 30 22 710 53 175 53 122 500 250 Debt Securities Issued Net Interest Income Increase in Interest Income due to Change in Rate Increase in Interest Expense due to Changes in Rate 445 106 57 (a) 213 147 66 657 587 Due to Banks (2) Total Interest and Other Expense Borrowed Funds 339 265 0 Customer Loans Securities Due from Other Banks Total Interest Income Customer Deposits Debt Securities Issued Due to Banks (b) Total Interest and Other Expense Borrowed Funds Net Interest Income (a) For debt securities issued, the Increase due to volume was $142 and the decrease due to rate was $85 for 2005 vs 2004. 101 (b) Including subordinated debt. Note: Changes in volume are calculated as the change in volume multiplied by the interest rate in the previous period, while changes in rate is calculated as the change in average rate multiplied by the previous period’s volume. Changes caused by both volume and rate are allocated between volume change and rate change at the ratio each component bears to the relative total change. Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Net Interest Income Components (2006) Interest Income 4,000 336 US$ in millions 3,743 Net Interest Income 2,126 831 504 3,500 3,000 Interest Expense 2,902 637 2,500 658 2,000 1,617 1,500 1,000 500 0 Customer Loans Securities Due from Other Banks Total Interest Income Customer Deposits Debt Securities Due to Banks Issued and Other (a) Borrowed Funds Total Interest Expense Net Interest Income Average Rate [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% Change from 2005 [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% [ - ]% (a) Including subordinated debt. 102 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Provisioning & Asset Quality Asset Quality and Coverage Provisioning Provisions (LHS) Overdue Loans Overdue + Rescheduled Loans Allowance for Impairment Provisions as % of Average Gross Loans (RHS) 4% US$ in millions 300 3% 2.6% 196 200 2% 103 100 1% 0.8% As % of Average Gross Loans(a) 313 8% 152% Coverage 7% As % of Gross Loans 400 6% 0% 2004 2005 [ ]% Coverage 5.2% 5% 4% 3.4% 3.0% 3% 2% 1% 1.4% 0.8% 0.3% [] 0.0% 0 212% Coverage 0% 2006 2004 [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] 2005 2006 (a) Average represents quarterly average for 2005 and 2006 and semi-annual average for 2004. For 2005, average excludes impact of consolidation of acquired subsidiaries in December 2005, as the impact on the income statement was not material. 103 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Non-Interest Income Evolution of Non-Interest Income Fee & Commission Income FX Translation Gains Contribution of Non-Interest Income 1,600 % Breakdown 1,444 85% 1,400 US$ in millions 43% 70% 218 15.1% 60% 281 19.5% 50% 1,200 1,000 Non-Interest Income to Operating Income Fee & Commission Income to Operating Income (a) Securities Gains Other Non-Interest Income 779 59.0% 51.4% 51.4% 40% 800 546 600 573 325 39.7% 30% (8) 327 200 114 106 4 168 2004 2005 0 12.8% 20% 400 332 372 25.8% 12.5% 12.5% 10% 0% 2006 2004 [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] (a) Represents gains less losses arising from financial assets through profit and loss. 2005 2006 104 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Operating Expenses Breakdown of Operating Expenses (2006) Evolution of Operating Expenses Total: US$ 1,299m 1,500 US$ in millions 1,250 Other Expenses Leasing & Rent Expeses Administrative Expenses Non-Banking Activities Expenses 53% Staff Costs 35% 1,000 750 500 250 850 628 233 137 34 107 114 48 94 111 236 Other Expenses 27% 1,299 Staff Cost 41% 93 Pension Expenses 2% 541 DUMMY CHART Leasing & Rent Expenses 6% Administrative Expenses 11% 665 364 Non-Banking Activities Expenses 13% 0 Operating Expenses to Operating Income Operating Expenses to Operating Income (Excluding Provisions) 2004 2005 2006 [x] % [x] % [x] % [x] % [x] % [x] % [Comments to come] [Comments to come] [Comments to come] 105 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Total Asset Growth 60,000 50,000 Other Due From Other Banks Securities Loans and Advances to Customers US$ in millions 40,000 106% 43% 52,490 ’04-’05 ’05-’06 5,972 113% 11% 6,463 105% 56% 9,371 135% 29% 10,000 [Comments to come] [Comments to come] [Comments to come] [Comments to come] 4,141 7,291 20,000 36,723 5,366 30,000 % Growth 17,810 2,515 2,023 3,103 30,680 96% 54% 19,925 10,169 0 2004 2005 2006 106 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Gross Loan Portfolio Concentration Total: US$ 10,722m Total: US$ 20,533m 2004 2005 (a) 2006 16% Finance Total: US$ 30,680m [Comments to come] [Comments to come] [Comments to come] [Comments to come] 23% 19% (b) Trade & Commerce 15% (c) 32% Manufacturing Building Construction 8% 8% 1% 7% 4% Oil, Gas & Energy 11% 6% 7% 5% Government 16% 20% 3% Individuals 17% 15% 4% 5% 17% Other 0% Top 10 Customer Loans as % of Gross Customer Loans 10% 20% 19% 22% 30% 40% 0% 10% 20% 30% 40% 0% 10% 20% 2004 2005 2006 34.6 % 19.7 % 18.0 % 30% 40% (a) Includes loans made for acquisition finance, to insurance and leasing companies, to non-bank investment companies, and financial arms of Russian industrial groups. (b) Includes businesses in the retail, wholesale goods and services industries. (c) Includes all manufacturing industries including without limitation machine building, automotive and ship building. 107 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Gross Loan Portfolio Breakdown Loan Portfolio By Currency (2006) Loan Portfolio By Maturity (2006) < 1 Month 12% Other Euro 4% 3% US$ 48% > 1 Year 44% RUR 45% Total Gross Customer Loans: US$ 30,680m (2006) [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] 1-6 Months 26% 6-12 Months 18% 108 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Securities Portfolio [Discussion required on breakdown of financial assets categories] Financial assets: 10,000 Held to maturity Eurobonds of the Russian Federation 5.2% Available for sale Other Equity Investments 8.7% Pledged under repurchase agreements and loaned financial assets Russian Corporate Eurobonds 9.5% 33% At fair value through P&L 9,419 5 1,279 250% 92% 7 US$ in millions 665 128% 6,000 2,465 Bonds Issued by Foreign Companies and Banks Total: $1,279m 16.9% Russian Corporate Eurobonds 3.6% Other 3.9% Equity Securities 4.0% 7,075 8,000 International Moscow Bank Shares(a) 26.0% 10% stake in ALROSA (b) - 24.4% % Growth ’05-’06 ’06-’07 Other 9.3% 298% 82% 172% (31%) Promissory Notes 5.6% Foreign Government Bonds 13.1% 4.9% stake in EADS – 47.7% Bonds Issued by Foreign Companies and Banks Total: $2,465m 22.2% 1,352 [ Split to come] 4,000 3,103 7 190 340 5,267 5,670 2,000 Total: $5,670m 2,566 [ Comments to come] 0 2004 2005 2006 109 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Total Liabilities Growth 50,000 45,694 45% Other Liabilities 40,000 US$ in milllions Debt Securities Issued Customer Deposits ’04-’05 ’05-’06 137% (4%) 108% 3,928 31,452 9,313 104% [Comments to come] [Comments to come] [Comments to come] [Comments to come] 40% 719 4,098 11,240 83% 55% 6,629 20,000 1,078 Subordinated Debt & Other Borrowed Funds Due to Banks 30,000 % Growth 15,101 146 7,241 1,729 3,245 20,136 10,000 112% 58% 3,948 12,767 6,024 0 2004 2005 2006 110 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Customer Deposits Concentration Total: US$ 6,024m Total: US$ 12,765m 2004 2005 Individuals 16% Finance Oil, Gas & Energy Other Top 10 Customer Deposits as % of Total Customer Deposits 10% 5% 5% 13% 2004 [x] % 30% 40% 50% 0% [Comments to come] [Comments to come] [Comments to come] 3% 10% 20% 8% 5% 13% [Comments to come] 16% 6% 8% 0% 18% 16% 3% 41% 17% 12% Trade & Commerce Government 2006 41% 35% Manufacturing Total: US$ 20,136m 10% 10% 20% 30% 2005 [x] % 40% 50% 0% 10% 20% 30% 40% 50% 2006 [x] % 111 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Customer Deposits By Client (2006) Current Account (38%) By Maturity (2006) Term Deposit (62%) >1 Year 9.5% Corporate 26% Corporate 21% Individuals 7% 6–12 Months 11.3% <1 Month 52.0% Individuals 21% State 5% State 20% 1–6 Months 27.2% Total Customer Deposits: US$ 20,136m (FY2006) [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] 112 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Debt Securities & Subordinated Debt Growth Breakdown (2006) Total: US$ 12,591m Debt Securities Issued Subordinated Debt 14,000 49.9% 12,000 1,351 10,000 US$ in millions Subordinated Debt Debentures 13.8% 1.9% 12,591 112.8% 8,000 Deposit Certificates 3.4% 8,402 1,161 6,000 Promissory Notes 20.7% DUMMY CHART 11,240 3,948 4,000 7,241 2,000 3,948 Bonds 60.2% 0 2004 2005 2006 [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] [Comments to come] 113 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Segmental Analysis – By Geography Total Assets (2006) Shareholders’ Equity (a) (2006) - US$ 52,482m - - US$ 6,314m 19.0% 23.9% 1.7% 2.2% 73.9% Russia CIS Europe Total Revenue (2006) - US$ [ ]m 1.4% 7.2% 79.3% Russia CIS Europe Net Profit (2006) - US$ 1,219m 1.4% 7.2% DUMMY CHART 91.4% Russia (a) Excluding minorities. CIS Europe 91.4% Russia CIS Europe 114 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Overview of the Group’s Equity 7,000 6,000 Minorities Retained Earnings Revaluation Reserve Unrealized Gains & FX Translation Difference Share Capital & Share Premium [Comments to come] [Comments to come] [Comments to come] 349 5,000 94% US$ in millions [Comments to come] 20% 5269 660 72 175 4,000 3,000 2709 2006 Shareholders ’ Equity: US$6,314m 81 199 242 4013 2,000 1,000 2187 0 2004 2005 2006 115 Confidential - Not For Distribution - Working Draft, 15 March 2007 [2006 Figures are estimates] Overview of Regulatory Capital Position CBR Capital (VTB Standalone, RAS) US$ in millions 2,958 2,839 3,000 CBR Capital Adequacy Ratio 16% 15.6% 15.1% [Comments to come] [Comments to come] [Comments to come] [Comments to come] 12.4% 2,500 2,022 12% 2,000 1,500 CBR Requirement (10%) 8% 1,000 4% 500 0 0% 2004 2005 2006 2004 BIS Capital (Tier I and Tier II) 8,000 Tier I Tier II Less Deductions 16% US$ in millions 971 14.1% 12.0% 5,898 1,597 2006 BIS Capital Adequacy Ratio 6,597 6,000 2005 12% 2.3% 12.0% 8% 4,000 2,540 2,000 4,927 5,000 2005 2006 12.0% 11.8% 12.0% 2004 2005 2006 BIS & Covenants (8%) 4% 0% 0 2004 116 Confidential - Not For Distribution - Working Draft, 15 March 2007 Financial Outlook Russian banking market continues to exhibit strong conditions – Strength of Russian macro-economic environment underpins positive outlook for banking sector as a whole VTB Group’s significant scale and leading market position support the expectation that it will grow faster than the market through 2010 2007 is expected to be a year of substantial investment for the Group due to: – Aggressive expansion of distribution network in Russia – Strategy to grow retail banking market share – Ongoing efforts to integrate and enhance operating efficiencies [Need to have detailed discussion on what we feel we should infer / indicate] 117 Confidential - Not For Distribution - Working Draft, 15 March 2007 XV. Wrap-Up and Conclusion [Andrey Kostin] Confidential - Not For Distribution - Working Draft, 15 March 2007 Key Investment Highlights Market Opportunity Strong Competitive Advantages Unique Investment Opportunity Favourable Russian macroeconomic environment – Average real GDP growth of 6.2% p.a. since 2001 Attractive Russian banking sector – Growing by [38]% per year… – … but still under penetrated… – … with particular high growth opportunities in retail segment and Russian regions Second largest bank in Russia Superior growth and profit potential Leading franchise and established customer base Experienced management team with extensive experience Recognised and trusted brand One of only two liquid Russian banking stocks First Russian bank with a GDR listing 119 Confidential - Not For Distribution - Working Draft, 15 March 2007 Q&A Confidential - Not For Distribution - Working Draft, 15 March 2007 [VTB to review biographies] Appendix A – Supervisory Council Confidential - Not For Distribution - Working Draft, 15 March 2007 Supervisory Council (1/3) Alexei L. Kudrin Chairman Dmitry B. Aratsky Anton V. Drozdov [To update with INEDs once confirmed] Alexei L. Kudrin (born 1960) has served as the Chairman of the Supervisory Council of VTB since July 2002. Mr. Kudrin has been the Minister of Finance of Russia since 2004. From 1997 to January 1999 and from June 1999 to May 2000, he served as First Deputy Minister of Finance of Russia. From January to June 1999, he was the First Deputy Chairman of the Management Board of RAO UES of Russia. From 1996 to 1997, Mr. Kudrin was the Deputy Head of the Russian Federation President Administration and Chief of the General Accounting Office of the Russian Federation. Mr. Kudrin has served as Chairman of the Supervisory Council of CJSC АК ALROSA, Chairman of the Board of Directors of SC Deposit Insurance Agency and a member of the Supervisory Council of JSC Sberbank. Mr. Kudrin graduated from Leningrad State University (now St. Petersburg State University) in 1983 with a Ph.D. in economics. Dmitry B. Aratsky (born 1964) has served as a member of the Supervisory Council of VTB since December 2004. Mr. Aratsky has been the Deputy Head of the Federal Property Agency since 2004. From 2000 to 2004, he was the First Deputy Prime Minister of the Federal Property Agency. From 1997 to 2000, Mr. Aratsky was the Chairman of the Committee of Resources and Land Use of the Nizhny Novgorod Region. Mr. Aratsky has served as a member of the Supervisory Councils of OJSC Mortgage Housing Crediting Agency, OJSC Rosselkhozbank and JSC Russian Bank Development. Mr. Aratsky graduated from the Gorky State University (now the Nizhny Novgorod State University) in 1986 and the Volgo-Viatsky State Service Academy in 1997 with a Ph.D. in technical sciences and a doctorate in economics. Anton V. Drozdov (born 1964) has served as a member of the Supervisory Council of VTB since 2002. Since 2004, Mr. Drozdov has been the Head of the Economic and Financial Department of the Government of the Russian Federation. From 2003 to 2004, he was the Deputy Head of the Economic and Financial Department of the Government of the Russian Federation. From 1999 to 2003, he was Head of Departments in the Administration of the Government of Russia. From 1994 to 1999, he was Deputy Chief of the Main Department of Federal Treasury of the Ministry of Finance of Russia. Mr. Drozdov graduated from Moscow Finance Academy in 1986 with a specialisation in economics. 122 Confidential - Not For Distribution - Working Draft, 15 March 2007 Supervisory Council (2/3) Arcady V. Dvorkovich Andrei L. Kostin Alexey L. Savatyugin Arcady V. Dvorkovich (born 1972) has served as a member of the Supervisory Council of VTB since 2002. Since 2004, Mr. Dvorkovich has been the Head of the Expert Office of the President of the Russian Federation. From 2000 to 2004, he was the Adviser to the Minister and Deputy Minister of the Ministry Economic Development and Trade of the Russian Federation. From 1994 to 2000, he held the positions of Adviser, Senior Expert, General Director and Senior Scientist of CJSC Economic Expert Group. Mr. Dvorkovich has served as a member of the Supervisory Councils of OJSC Mortgage Housing Crediting Agency, JSC Sberbank and SC Deposit Insurance Agency and a member of the Board of OJSC Joint Stock Company for Oil Transporting Joint Stock Company Transneft. Mr. Dvorkovich graduated from Moscow State University in 1994. Andrei L. Kostin (born 1956) has served as a member of the Supervisory Council of VTB since 2002. Mr. Kostin has been the Chairman of the Management Board and Chief Executive Officer of VTB since 2002. From 1996 to 2002, Mr. Kostin was the President of Vnesheconombank (formerly Vnesheconombank of the USSR). From 1995 to 1996, he served as First Deputy Chairman of the Board of Commercial Bank National Reserve Bank. Mr. Kostin is the Chairman of the Supervisory Councils of ICB and VTB24, Chairman of the Board of Directors of RCBCyprus and a member of the Advisory Committee of VTB Europe. Mr. Kostin has served as Chairman of the Board of OJSC Sovkomflot, a member of the Board of OJSC NK ROSNEFT, President of the All-Russia Public Organisation Federation of Sports Gymnastics of Russia and a bureau member of the Panel of the Russian Engineering Union. Mr. Kostin graduated from Moscow State University in 1979 with a Ph.D. in economics. Alexey L. Savatyugin (born 1970) has served as a member of the Supervisory Council of VTB since 2006. Mr. Savatyugin has been a Director of Finance Policy Department in the Ministry of Finance of the Russian Federation since 2004. From 1992 to 2004, he held the positions of faculty assistant and senior teacher at St. Petersburg State University. Mr. Savatyugin has served as Chairman of the Board of OJSC Rosgosstrakh and member of the Supervisory Councils of OJSC Mortgage Housing Crediting Agency, OJSC Rosselkhozbank, JSC Sberbank and SC Deposit Insurance Agency. Mr. Savatyugin graduated from St. Petersburg State University in 1992. 123 Confidential - Not For Distribution - Working Draft, 15 March 2007 Supervisory Council (3/3) Andrei V. Sharonov Sergei A. Storchak Alexei V. Ulyukaev Andrei V. Sharonov (born 1964) has been the Deputy Minister of Economic Development and Trade of Russia since 1999. From 1997 to 1999, Mr. Sharonov was the Deputy Minister of the Economy of Russia. From 1996 to 1997, Mr. Sharonov was the Head of the Department for the Ministry of the Economy of Russia. From 1992 to 1996, Mr. Sharonov was Chairman of the Russian Federation Youth Committee. Mr. Sharonov has served as a member of the Boards of Directors of Oil Transporting Joint Stock Company Transneft, OJSC RZD and OJSC Aeroflot – Russian Airlines. Mr. Sharonov graduated from the Ufa Aviation Institute in 1986 and the Russian State Service Academy under the Sergei A. Storchak (born Federation 1954) has served a member Supervisory Council of VTB since December 2004. President of the Russian in 1996as with a Ph.D. of in the sociology. Mr. Storchak has been the Director of the Department for the Ministry of Finance of the Russian Federation since 2004. From 1998 to 2004, he was a Deputy Chairman of Vnesheconombank. From August 1994 to April 1998, Mr. Storchak held the positions of Deputy Head of the Department and Chief of the Branch for the Ministry of Finance of Russia. From 1988 to 1994, Mr. Storchak was the Second Secretary in Ministry of Foreign of Affairs of the USSR and later, the Russian Federation, for Permanent Representation of the USSR to the United Nations and other international organisations. Mr. Storchak graduated from the Moscow State Institute of International Relations, USSR Ministry of Foreign Relations (now the Moscow State Institute of International Relations, Ministry of Foreign Affairs of Russia) in 1981 with a Ph.D. in Alexei V. Ulyukaev (born 1956) has served as a member of the Supervisory Council of VTB since 2002. economics. Since 2004, Mr. Ulyukaev has served as the First Deputy Chairman of the Bank of Russia. From 2000 to 2004, Mr. Ulyukaev was the First Deputy Minister of Finance of Russia. From 1999 to 2000, he was the Deputy Director of the Foundation Institute for Problems of an Economy in Transition. From 1998 to 1999 he was Deputy Director of the Institute for Problems of an Economy in Transition. From 1996 to 1998, he was a Deputy in the Moscow City Duma. Mr. Ulyukaev is a member of the Advisory Committee of VTB Europe and a member of the Supervisory Council of VTB France. He has served as a member of the Supervisory Council of JSC Russian Bank for Development and Deputy Chairman of the Supervisory Council of JSC Sberbank. Mr. Ulyukaev graduated from Moscow State University with a doctorate in economics. 124 Confidential - Not For Distribution - Working Draft, 15 March 2007 [VTB to review biographies] Appendix B – VTB Management Board Confidential - Not For Distribution - Working Draft, 15 March 2007 Management Board (1/3) Andrei L. Kostin Chairman Vadim O. Levin First Deputy Chairman Chairman of the Management Board of VTB since June 2002. See “Supervisory Council”. Vadim O. Levin (born 1963) has been the First Deputy Chairman and member of the Management Board of VTB since August 2002. From 1997 to 2002, he was the Deputy Chairman of Vnesheconombank. From 1994 to 1997, he was Head of Department, Deputy Manager and Manager of the St. Petersburg branch of the joint-stock bank Imperial. Mr. Levin is currently the Chairman of the Supervisory Council of VTB Armenia, member of the Supervisory Councils of Evrofinance, VTB24, ICB and VTB Georgia and a member of the Board of Directors of RCB-Cyprus. Mr. Levin graduated from the Leningrad Financial Economic Institute in 1985 with a Ph.D. in economics. Alexei I. Akinshin Deputy Chairman Gennadi V. Soldatenkov Deputy Chairman Alexei I. Akinshin (born 1959) has been the Deputy Chairman of the VTB Management Board since December 2004 and a member of the Management Board of VTB since July 2003. From 2002 to 2003, he was a Senior Vice-President of VTB. From 1996 to 2002, he held several positions at Vnesheconombank, including Advisor of the Bank’s Administrative Department, Head of the Resources Department, Head of the Foreign Currency and Financial Transactions Department and Head of the Directorate of the Foreign Currency and Financial Transactions. From 1994 to 1996, he was Deputy Chairman of the Management Board and Head of the Credit and Economic Department of Russian-German Trade Bank. Mr. Akinshin is a member of the Supervisory Council of ICB and a member of the Boards of Directors of CJSC MICEX, CJSC FB MICEX and SelfRegulated Organisation National Securities Market Association. Mr. Akinshin graduated from the Moscow Financial Institute in 1982. Gennadi V. Soldatenkov (born 1952) has been a Deputy Chairman and member of the Management Board of VTB since January 2001 and currently serves as President-Chairman with oversight of the Regional Business and the IT Projects Coordination Department for the VTB Group. From 1991 to 2001, he held several positions at the Moscow Regional Office of Sberbank of the Russian Federation, including Chairman, Deputy Chairman of the Board and Vice-President. Mr. Soldatenkov is currently Deputy Chairman of the Supervisory Council of VTB Germany. Mr. Soldatenkov has been a member of the Stock Exchange Board, NonCommercial Partnership Moscow Stock Exchange. Mr. Soldatenkov graduated from the Moscow Financial Institute in 1975 and the Moscow Higher Party School in 1989. 126 Confidential - Not For Distribution - Working Draft, 15 March 2007 Management Board (2/3) Igor N. Zavyalov Deputy Chairman Yulia G. Chupina Vasiliy V. Kirpichev Igor N. Zavyalov (born 1960) has been a Deputy Chairman and member of the Management Board of VTB since July 2002 and currently serves as Deputy Chairman and Head of the Corporate Business. From 1999 to 2002, Mr. Zavyalov was the Deputy Chairman of Vneshekonombank. From 1998 to 1999, he was the Deputy Chairman of the Management Board of the National Reserve Bank. In 1998, he was Head of the Department for the Development of Business with the Engineering Sector for OJSC Joint-Stock Bank Inkombank. Mr. Zavyalov is a member of the Supervisory Council of VTB24 and Chairman of the Supervisory Councils of VTB France, VTB Austria, VTB Ukraine, Mriya, Euroleasing Gesellschaft mit Beschrenkter Haftung, OJSC VTB Broker Bank and Chairman of the Boards of Directors of OJSC VTB-Leasing and OOO (LLC) Insurance Company VTB-ROSNO Insurance Company. Mr. Zavyalov has served as a member of the Board of Directors of OJSC KAMAZ. Mr. Zavyalov graduated from Ordzhonikidze Moscow Aviation Institute in 1986. Yulia G. Chupina (born 1970) has been a member of the Management Board of VTB since September 2005. She joined VTB in 2004 and currently serves as Vice-President, Head of Corporate Development and Financial Assets Department. From 1998 to 2003, she worked at McKinsey & Company Inc. FSU as a consultant and project manager. Ms. Chupina is a member of the Supervisory Councils of VTB24, ICB, VTB Austria, VTB Ukraine, Mriya and OOO (LLC) Insurance Company VTB-ROSNO, a member of the Advisory Committee of VTB Europe and a Deputy Chairperson of the Supervisory Council of VTB France. Ms. Chupina graduated from Moscow State Linguistic University in 1993 and from ESADE, Spain, and Leonard Stern Business School, New York University, United States in 1997 with a joint MBA degree in finance and international management. Vasiliy V. Kirpichev (born 1970) has been a member of the Management Board of VTB since November 2005. From 1998 to 2005, he worked in various positions at Vnesheconombank, including Deputy Chairman. Mr. Kirpichev is a member of the Supervisory Council of OJSC Bank VTB Broker and a member of the Advisory Committee of VTB Europe. He has served as a member of the Board of Self-Regulatory Organisation National Stock Association and a member of the Board of Directors of ZАО ROSEXIMBANK. Mr. Kirpichev graduated from St. Petersburg University of Economics and Finance in 1995. 127 Confidential - Not For Distribution - Working Draft, 15 March 2007 Management Board (3/3) Konstantin G. Kozhevnikov Erkin R. Norov Vasily N. Titov Konstantin G. Kozhevnikov (born 1967) has been a member of the Management Board of VTB since July 2005. Mr. Kozhevnikov has worked at VTB since 2004 and currently serves as Senior Vice-President, Head of Non-Financial Assets Department. From 2001 to 2004 he was a Vice-President and Deputy Chairman of the Board of JSB Public Initiatives Support (SOBINBANK). From 1999 to 2001, he was President of the non-commercial partnership Upkeep of Energy Resources. From 1998 to 1999, he was Vice-President of the Economic Policy Foundation. From 1997 to 1998, he was an administration consultant and Head of the Office of the Deputy Head of the Administration of the President of the Russian Federation. Mr. Kozhevnikov is a member of the Board of Directors of EWUB and ZAO Almaz-Press and Chairman of the Boards of Directors of ZAO Almaz Press and ZAO VTB-Invest. Mr. Kozhevnikov has served as President of the All-Russian Public Organisation Golf Association of Russia and a member of the Board of Directors of OAO Aircraft Engine. Mr. Kozhevnikov graduated from the State Central Institute of Physical Training in 1990 and the Russian Academy for Erkin R. Norov Service (born 1954) a member the Management of VTB since July 2002 and currently Governmental underhas thebeen President of theofRussian FederationBoard in 2000 with a Ph.D. in economics. serves as Senior Vice-President, Head of Loan Transactions and Risks Control Department. From 1999 to 2002, he was the Director for Development and Planning Board of Vnesheconombank. In 1999, Mr. Norov was the Head of the Department for Calculation of Tax Basis and Tax Income Planning of the Ministry of the Russian Federation on Taxes and Assessments. From 1992 to 1999, he held several positions at JSC AvtoVAZ, including Chairman of the Management Board on the Development of Maintenance, Director on Marketing and Trade, General Director of the Economics and Finance Department, Vice-President – General Director of Finance, Economics, Marketing, Trade and Motor-Car Maintenance Department, and Vice-President – Director of the representative office in Moscow. Mr. Norov graduated from Moscow State University in 1976 and from the Academy of People’s Economy under the Government of the Russian Federation in 2001 with a Ph.D. in economics. Vasily N. Titov (born 1960) has been a member of the Management Board of VTB since October 2004 and currently serves as Senior Vice-President, Head of PR and Marketing Department. From 1998 to 2002, Mr. Titov was the Deputy Head of Administrative Department and PR Director – Head of Information and External Affairs Department of Vnesheconombank. From 1996 to 1998, he was Deputy General Director of АООТ Russian Automobile Alliance. Mr. Titov is a member of the Supervisory Councils of VTB France and Mriya and a member of the Board of Directors of CJSC Almaz-Press. Mr. Titov is a member of the Boards of Directors of OOO Interfax-AKI, ZAO Interfax-China, OAO Avtovaz and OAO Russian Automobile Alliance. Mr. Titov graduated from Leningrad State University in 1983 and from the Finance Academy under the Government of the Russian Federation in 2002. 128 Confidential - Not For Distribution - Working Draft, 15 March 2007 [VTB to review biographies] Appendix C – Banking Group Management Committee Confidential - Not For Distribution - Working Draft, 15 March 2007 Banking Group Management Committee (1/3) Andrei L. Kostin Chairman See “Supervisory Council”. See “Management Board”. See “Management Board”. E.M. Grevtsev (born 1949) has been executive director of VTB Europe’s Singapore branch since 2001 and is currently Director of VTB Bank Europe Nominees pte Limited (Singapore). From 1994 to 1997, Mr. Grevtsev worked as Vice-President and General Representative in London for Commercial Bank Most-Bank. From 1990 to 1994, he was the Deputy Chairman and Joint General Manager of Moscow Narodny Bank. From 1983 to 1990, he held several positions at the Bank of Foreign Trade of the USSR, including Head of the Crediting of Foreign Economic Relations, Head of the Socialist Countries Crediting and Accounting Department, assistant to the Chairman of the Board, Vice-Director of the Economy-Planning Department, member of the Board and Head of the Personnel Department. From 1980 to 1983, he was the Commissioner of the Bank of Foreign Trade for the USSR at the USSR Trade Mission in Indonesia and representative of Moscow Narodny Bank’s Singapore branch. From 1970 to 1979, he was an economist and then a manager of the Planning and Economics Department of the Bank of Foreign Trade of the USSR. Mr. Grevtsev is currently a member of the Board of Directors of VTB Europe. Mr. Grevtsev graduated from Moscow Financial Institute in 1970 with a Ph.D. in economics. See “Management Board”. Alexei I. Akinshin Yulia G. Chupina E.M. Grevtsev Vasiliy V. Kirpichev 130 Confidential - Not For Distribution - Working Draft, 15 March 2007 Banking Group Management Committee (2/3) Nikolay Kuznetsov Nikolay Kuznetsov (born 1964) has been a Senior Vice-President and Head of Subsidiary Bank Liaison of the Corporate Development and Financial Asset Department of VTB since June 2006. From 2005 to 2006, Mr. Kuznetsov acted as Executive Director of JSC Ilyushin Finance Co. From 2003 to 2005, he worked at JSC Power Machines – Turbine Bucket Plant, Leningrad Metallic Plant, Elektrosila, Energomashexport as Deputy General Director on Economics and Finance. From 1999 to 2003, he served as a Deputy General Director for Finance and Planning of ОАО Aeroflot – Russian Airlines. From 1996 to 1999, he was Head of Treasury, Executive Vice-President, member of the Management Board and acting Chairman of ОАО BANK MENATEP. He is currently a member of the Supervisory Councils of VTB Armenia, VTB Georgia, VTB Germany, RKB-Zurich and CJSC VTBCapital. Mr. Kuznetsov graduated from Moscow Management Institute in 1986 and Pierre Mandes University (France) Grenoble Academy in 1994 with a Ph.D. in economics. See “Management Board”. Erkin R. Norov Andrei Puchkov Andrei Puchkov (born 1977) joined VTB in 2002 and currently serves as Senior Vice-President, Head of the Legal Department. From 1999 to 2002, Mr. Puchkov was a member of the Moscow BAR. He currently serves as a member of the Board of Directors of RCP-Cyprus, Chairman of the Supervisory Council of CJSC VTB-Capital, a member of the Supervisory Councils of VTB Ukraine, Mriya, VTB France, VTB24 and ICB and member of the Advisory Committee of VTB Europe. Mr. Puchkov graduated from Moscow State University in 1998. See “Management Board”. Igor N. Zavyalov 131 Confidential - Not For Distribution - Working Draft, 15 March 2007 Banking Group Management Committee (3/3) I.G. Suvorov Nikolai Tsekhomsky Mikhail Zadornov I.G. Suvorov (born 1948) has been Chairman and Chief Executive of VTB Europe’s Board of Directors since 1997 and is currently Director of VTB Europe Strategic Investments Ltd. and Director of the VTB Europe Strategic Investments (Russia) Ltd. From 1991 to 1997, he served as Director and General Director of Moscow Narodny Bank’s Singapore branch. From 1987 to 1991, he was the Deputy Head of the Soviet Banking Institutions Abroad Department and the Deputy Head of the Correspondents’ Relationships Department of the Bank of Foreign Trade of the USSR. From 1980 to 1987, he was Deputy Head of the Soviet Banking Institutions Abroad Department of Moscow Narodny Bank’s Singapore branch. From 1972 to 1980, he was an economist, senior economist, senior consultant, major expert, the Deputy Head of the Department on Control of Soviet Foreign Banks for the State Bank of the USSR. Mr. Suvorov currently serves as Chairman of the Board of Directors of VTB Europe. Mr. Suvorov graduated from the Moscow Financial Institute in 1972. Nikolai Tsekhomsky (born 1974) has been Senior Vice-President and Head of the Finance Department (CFO) of VTB since October 2005. From 2002 to 2005, Mr. Tsekhomsky worked as Vice-President and CFO for OAO Mobile Telesystems. From 1999 to 2002, Mr. Tsekhomsky served as the Head of the Finance Department at Renaissance Capital. Mr. Tsekhomsky is currently a member of the Supervisory Councils of VTB24, ICB, Mriya, VTB Europe and VTB Austria. Mr. Tsekhomsky graduated from Saint-Petersburg State Academy for Engineering and Economics in 1996 and received a Ph.D. in 1999. Mikhail Zadornov (born 1963) has been the President and Management Chairman of VTB24 since July 2005. From 1999 to 2005, Mr. Zadornov served as a Member of the State Duma, serving on the commission on reviewing federal budget spending on national defense and Russian state security and the committee for budget and taxes. From 1997 to 1999, he was Minister of Finance of the Russian Federation and served in several government roles, including member of the Russian Security Council, Deputy Manager from Russia in the International Monetary Fund, First Deputy Chairman of the Russian Government, Special Representative of the Russian President for relations with international financial organisations and advisor to the President of Sberbank of the Russian Federation. From 1993 to 1997, he was a member of the State Duma and served as Chairman of the committee on budget, taxes, banks and finances. From 1990 to 1993, he was a member of the State Economy Reform Committee of the RSFSR Council of Ministers. From 1989 to 1990, he was a Junior Scientist and Scientist at the Institute of Economics and Expert of Planning/Budget Commission of the USSR Supreme Soviet and Scientist of Economy Institute of the USSR Academy of Science. From 1986 to 1988, he was a post-graduate student of the Economy Institute at the USSR Academy of Science. Mr. Zadornov currently serves as a member of the Supervisory Council of VTB24. Mr. Zadornov is a graduate of the Moscow Institute of National Economy and has a Ph.D. in economics. 132