The Sole Shareholder of Subsidiary JSC Bank VTB (Kazakhstan) has made the following decision 25.02.2014

3 March 2014

1. In accordance with subparagraph 5 of paragraph 1, Article 36 of the Law of the Republic of Kazakhstan dated May 13, 2003 No. 415-II «On Joint Stock Companies» and subparagraph 9.2.9 of paragraph 9.2 of the Bank’s Charter:

1.1. To confirm quantitative composition of the Board of Directors of the Bank consisting of 6 (six) persons.

1.2. To prolong term of office of the following members of the Board of Directors of the Bank from February 26, 2014 to February 25, 2015 inclusively:

- Yakunin Mikhail Leonidovich (representative of the sole shareholder);

- Smakov Vsevolod Valeryevich (representative of the sole shareholder);

- Korzhov Maksim Andreyevich (representative of the sole shareholder);

- Sizova Slava Ivanovna (independent director);

- Kydyrbayev Dossym Khamitovich (independent director).

1.3. In view of expiry of term of office of the member of the Board of Directors of the Bank Piun Igor Ivanovich, to stop his office from February 25, 2014.

1.4. To elect Stepanov Sergey Vladimirovich as acting member of the Board of Directors of the Bank from February 26, 2014 with subsequent coordination with the Committee for control and supervision of financial market and financial organizations of the National Bank of the Republic of Kazakhstan (hereinafter referred to as - authorized body) within the term established by legislation of the Republic of Kazakhstan. After coordination with authorized body, to consider him as the member of the Board of Directors of the Bank.

1.5. To define the term of office of acting member of the Board of Directors of the Bank Stepanov Sergey Vladimirovich (after coordination with authorized body – the member of the Board of Directors of the Bank) from February 26, 2014 to February 25, 2015 inclusively.

2. In accordance with subparagraph 1 of paragraph 1, Article 36 of the Law of the Republic of Kazakhstan dated May 13, 2003 No. 415-II «On Joint Stock Companies» to approve the Charter of Subsidiary Joint Stock Company VTB Bank (Kazakhstan) in a new edition (Appendix No.3 to the present Decision of the Sole Shareholder).

If you have any questions related to the information mentioned above, you can contact Corporate Secretary of Subsidiary JSC VTB Bank (Kazakhstan) - A.V. Shatayev, by telephone: +7 727 330-41-34.