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Press Release

Morgan Lewis Advises VTB Bank on Eurobond Tender Offer

January 30, 2014

LONDON, January 30, 2014: VTB Bank (VTB), a Russian bank, today closed a cash tender offer for some of its outstanding $750 million 6.315% Loan Participation Notes due February 2018, its $2 billion 6.875% Loan Participation Notes due May 2018 and its $1 billion 6.551% Loan Participation Notes due October 2020.

The tender offer was launched on January 20, 2014 for up to an aggregate principal amount of $500 million of Notes across the three series. The offer expired on January 24, 2014, at which time approximately $643 million of Notes across the three series had been tendered. Approximately $291 million of the Notes tendered were accepted for purchase.

The tender offer was structured as an offer to purchase made by VTB Capital plc, a subsidiary of VTB, followed by a sale of the purchased Notes by VTB Capital plc to VTB. The purchase prices paid for the Notes were determined by a modified Dutch auction procedure. The dealer managers of the tender offer were Citigroup and VTB Capital.

Morgan Lewis served as English legal adviser to VTB on the tender offer. The Morgan Lewis team was led by Business and Finance partners, Carter Brod and Bruce Johnston, who were assisted  by associates, Elizabeth Dennison and Thomas Webb.