EXECUTION COPY Final Terms dated 19 February 2013 PSB FINANCE S.A. (the Issuer ) société anonyme with registered office at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg, RCS Luxembourg B 118.687 Issue of U.S.$200,000,000 10.20% Series 7 Loan Participation Notes due 2019 (the Further Notes ) to be consolidated and form a single series with the U.S.$ 400,000,000 10.20% Series 7 Loan Participation Notes due 2019 issued on 6 November 2012 (the Original Notes and together with the Further Notes, the Notes ) under a U.S.$3,000,000,000 Programme for the Issuance of Loan Participation Notes by the Issuer for the sole purpose of financing a loans to OPEN JOINT-STOCK COMPANY PROMSVYAZBANK (the Borrower ) PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 23 October 2012 and the Supplementary Base Prospectus dated 14 February 2013 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2010/73/EU) (the Prospectus Directive ). This document constitutes the Final Terms of the Further Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus, as so supplemented. Full information on the Issuer and the Borrower and the offer of the Further Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Supplementary Base Prospectus. The Base Prospectus and the Supplementary Base Prospectus is available for viewing at the registered office of the Issuer and www.centralbank.ie and copies may be obtained from Winchester House, 1 Great Winchester Street, London, EC2N 2DB, United Kingdom. 1 Issuer: PSB FINANCE S.A. 2 Borrower: OPEN JOINT STOCK COMPANY PROMSVYAZBANK 3 Series Number: 7 4 Specified Currency: U.S. dollars 5 Aggregate Principal Amount of Further Notes U.S. $200,000,000 admitted to Trading: 6 Issue Price: 105.919 per cent. of the Aggregate Principal Amount of the Further Notes plus accrued interest in the amount of U.S.$5,950,000 (the Accrued Interest ) from (and including 6 November 2012 to (but excluding) the Issue Date of the Further Notes. 7 (i) Specified Denominations: U.S. $200,000 plus higher integral multiples of U.S. $ 1,000
(ii) Calculation Amount: U.S.$ 1,000 8 (i) Issue Date: 21 February 2013 (ii) Interest Commencement Date: 6 November 2012 9 Maturity Date: 6 November 2019 10 Interest Basis: 10.20 per cent. Fixed Rate 11 Redemption/Payment Basis: Redemption at par 12 (i) Status of the Further Notes: Senior (ii) Status of the Loan: Subordinated (iii) Date of Board approval for issuance of 18 February 2013 for the Issuer Further Notes obtained 6 February 2013 (Management Board) and 13 February 2013 (Board of Directors) for the Borrower 13 Method of distribution: Syndicated 14 Financial Centres (Condition 7): Luxembourg, New York, London PROVISIONS RELATING TO INTEREST PAYABLE UNDER THE FURTHER NOTES 15 Fixed Rate Note Provisions: Applicable (i) Rate of Interest: 10.20 per cent. per annum payable semiannually in arrear (ii) Interest Payment Date(s): 6 November and 6 May in each year, up to and including the Maturity Date commencing on 6 May 2013 (iii) Fixed Coupon Amount: U.S. $51 per Calculation Amount (iv) Day Count Fraction (Condition 5): 30/360 (v) Determination Date(s) (Condition 5): Not Applicable 16 Floating Rate Note Provisions: Not Applicable PROVISIONS RELATING TO REDEMPTION 17 Final Redemption Amount of each Note: Par 18 Early Redemption Amount(s) of each Note Par payable if the Loan should become repayable under the Loan Agreement prior to the Maturity Date: GENERAL PROVISIONS APPLICABLE TO THE NOTES 19 Put Option: Not Applicable 20 Form of the Notes: Registered Notes DISTRIBUTION 21 (i) If syndicated, names of Managers: HSBC Bank plc, J.P. Morgan Securities plc and Open Joint-Stock Company Promsvyazbank
PART B OTHER INFORMATION 1 LISTING (i) Listing: Irish Stock Exchange (ii) Admission to trading: Application has been made for the Further Notes to be admitted to trading on the regulated market of the Irish Stock Exchange with effect from the Issue Date (iii) Estimate of total expenses related to EUR 3,000 admission to trading: 2 RATINGS Ratings: The Further Notes are expected to be rated B+ by Fitch and Ba3 by Moody s Fitch Ratings Limited is established in the European Union and is registered under Regulation (EU) No 1060/2009, as amended (the CRA Regulation ) and included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Moody s Eastern Europe LLC is not established in the European Union and has not applied for registration under Regulation (EU) No 1060/2009, as amended (the CRA Regulation ) but the rating issued by it is expected to be endorsed by Moody s Investor Services Ltd. which is established in the European Union and is registered under the CRA Regulation. As such, Moody s Investor Services Ltd. is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has
submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. 3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER Save as discussed in Subscription and Sale in the Base Prospectus, so far as the Issuer and the Borrower are aware, no person involved in the offer of the Further Notes has an interest material to the offer. 4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: The Issuer intends to use the proceeds of the Further Notes in any amount equal to U.S.$200,000,000 for the purpose of financing a loan to the Borrower. The balance of proceeds after deduction of fees, expenses and commission associated with the issuance of the Further Notes and on-going and previously incurred expenses in relation to the Programme will be paid into the Account to make payments to Noteholders. The Borrower will use the proceeds of the loan for general corporate purposes. (ii) Estimated net proceeds: Approximately U.S.$210,338,000 (iii) Estimated total expenses: Approximately U.S.$1,500,000 5 Fixed Rate Notes only YIELD Indication of yield: 9.00 per cent. per annum calculated on a semi-annual basis The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. 6 OPERATIONAL INFORMATION Reg S Notes: Temporary ISIN Code: XS0893208792 Temporary Common Code: 089320879 ISIN Code: XS0851672435 Common Code: 085167243 Rule 144A Notes: ISIN Code: US69360UAC62 Common Code: 085184016
CUSIP Code 69360U AC6 Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking société anonyme and DTC and the relevant identification number(s): Delivery: Not Applicable Regulation S Notes: Delivery versus payment Names and addresses of additional Paying Agent(s) Not Applicable (if any): 7 THE FURTHER LOAN Terms of the Further Loan (i) Drawdown: 21 February 2013 (ii) Closing Date: 21 February 2013 (iii) Repayment Date: 6 November 2019 (iv) Specified Currency: U.S. dollars (v) Calculation Agent: Not Applicable (vi) Put Event: Not Applicable (vii) Loan Arrangement Fee: Not Applicable (viii) Governing Law: The Further Loan including any non contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Interest The Further Loan is a Fixed Rate Loan. Interest shall be calculated, and the following terms used in the Subordinated Loan Agreement shall have the meanings, as set out below: Fixed Rate Loan Provisions Applicable (a) Interest Commencement Date: 21 February 2013 (b) Rate of Interest: 10.20 per cent. per annum payable semi-annually in arrear provided however that, with respect to the principal amount of the Further Loan, (i) the Interest Rate during the period from (and including) the Closing Date to (but excluding) the Interest Payment Date falling on 6 May 2013, shall be 2.85 per cent. per annum and (ii) the Interest Rate during the period from (and including) the Interest Payment
Date falling on 6 May 2013 to (but excluding) the next following Interest Payment Date, shall be 2.85 per cent. per annum (c) Interest Payment Date(s): 6 November and 6 May in each year up to and including the Repayment Date, commencing on 6 May 2013 (d) Fixed Amount(s): Not Applicable (e) Interest Period Date: Not Applicable (f) Day Count Fraction (Clause 1.1 (Definitions) of the Subordinated Loan Agreement): 30/360 (g) Determination Date(s) (Clause 1.1 (Definitions) of the Subordinated Loan Agreement): Not Applicable