Result of AGM

8 June 2011

Results of JSC VTB Bank General Shareholders Meeting

JSC VTB Bank announces the results of its Annual General Shareholders Meeting held in Moscow on 3 June, 2011.

The shareholders approved JSC VTB Bank Annual Report for 2010 and JSC VTB Bank Financial Statements including Profit and Loss Statement (JSC VTB Bank Profit and Loss Account) for 2010.

The Meeting decided to allocate JSC VTB Bank profit for the year 2010 in the following way:

- Net profit to be allocated, total RUB 43,342,823,787.17;

- Allocation to the Reserve Fund RUB 680,609,122.21;

- Dividend payment allocations RUB 6,067,113,975.66;

- Retained net profit RUB 36,595,100,689.30.

The shareholders decided to announce 2010 dividend payment worth RUB 0.00058 per one outstanding ordinary registered share of JSC VTB Bank of nominal value of RUB 0.01, with the following dividend payment procedure set:

·; in money terms, the dividends are to be paid out through crediting to shareholders' bank accounts, and also through cash payment at JSC VTB Bank Branch in St.Petersburg at 30 Ul.Bolshaya Morskaya, St.Petersburg;

·; the amount of dividends accrued per one JSC VTB Bank shareholder shall be defined with accuracy to one kopeck. When calculating, the rounding of figures shall be subject to mathematical rules; and

·; the dividends shall be paid out within sixty (60) days after the relative decision is made by JSC VTB Bank Annual General Shareholders Meeting.

The shareholders decided to pay the following remuneration to JSC VTB Bank Supervisory Council members who are not state employees:

- for their work in JSC VTB Bank Supervisory Council - RUB 2,322,352 each;

- for chairmanship in JSC VTB Bank Supervisory Council committees - RUB 464,470 each;

- for membership in JSC VTB Bank Supervisory Council committees - RUB 232,235 each.

Also, the shareholders decided to compensate the expenses related to performing of their function by JSC VTB Bank Supervisory Council members who are not state employees, namely: accommodation, travel expenses including VIP lounge services, other duties and fees for using air and/or railway communications.

The Meeting approved that JSC VTB Bank Supervisory Council should consist of eleven members and elected as members of JSC VTB Bank Supervisory Council:

1. David Bonderman

2. Matthias Warnig (as an independent member)

3. Grigory Y. Glazkov (as an independent member)

4. Sergey K. Dubinin

5. Andrey L. Kostin

6. Nikolay M. Kropachev (as an independent member)

7. Ivan V. Oskolkov

8. Alexey L. Savatyugin

9. Pavel M. Teplukhin

10. Alexey V. Ulyukaev

11. Mukhadin A. Eskindarov.

The shareholders approved that JSC VTB Bank Statutory Audit Commission should consist of six members and elected as members of JSC VTB Bank Statutory Audit Commission:

1. Tatyana Al. Bogomolova

2. Marina Al. Kostina

3. Vladimir V. Lukov

4. Zakhar B. Sabantsev

5. Natalya An. Satina

6. Dmitry V. Skripichnikov.

The Meeting approved CJSC "Ernst & Young Vneshaudit" as JSC VTB Bank Auditor to exercise a mandatory audit of JSC VTB Bank for the year 2011.

The shareholders approved the new edition of JSC VTB Bank Charter and authorized Andrey L. Kostin, JSC VTB Bank President and Chairman of the Management Board to sign the new edition of JSC VTB Bank Charter and the application for the approval of the new edition of JSC VTB Bank Charter to be submitted to the Bank of Russia.

The Meeting also approved the new edition of the Regulation on JSC VTB Bank Supervisory Council.

It was resolved by the shareholders to approve JSC VTB Bank membership in the Russian Union of Industrialists and Entrepreneurs.

The Meeting also approved the limits for interested party transactions to be entered into by JSC VTB Bank during its standard commercial business in compliance with the list defined by JSC VTB Bank Supervisory Council.