Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM OMB No. 1124-0006; Expires April 30,2017 Exhibit A to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended U.S. Department of Justice Washington, DC 20530 INSTRUCTIONS. Furnish this exhibit for EACHforeignprincipal listed in an initial statement and for EACH additional foreign principal acquired subsequently. The filing of this document requires the payment of a filing fee as set forth in Rule (d)(1), 28 C.F.R. § 5.5(d)(1). Compliance is accomplished by filing an electronic Exhibit A form at http://wwvy.fara.gov. Privacy Act Statement. The filing of this document is required by the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 etseq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this information is subject to the penalty and enforcement provisions established in Section 8 of the Act. Every registration statement, short form registration statement, supplemental statement, exhibit, amendment, copy of mformational materials or other document or information filed with the Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: http://w ww.fara.gov. One copy of every such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act The Attorney General also transmits a semi-annual report to Congress on the administration of the Act which lists the names of all agents registered under the Act and the foreign principals they represent. This report is available to the public in print and online at: http://www.fara.gov. Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .49 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to Chief, Registration Unit, Counterespionage Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 2. Registration No 1. Name and Address of Registrant Emanuel A. "Mike" Manatos Principal Address of Foreign Principal 12 Presnenskaya Embankment 123100 Moscow 3. Name of Foreign Principal VTB Group 5. Indicate whether your foreign principal is one of the following: 1 • • Government of a foreign country Foreign political party 8! Foreignor domestic brgamzation: If either, check one of the following: • • Partnership • Committee O Corporation • Association • ^ Voluntary group m ^ r (specify) Holding Company Individual-State nationality . 6. If the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant b) Name and title of official with whom registrant deals 7. If the foreign principal is a foreign political party, state: a) Principal address b) Name and title of official with wh om registrant deals c) Principal aim 1 "Government of a foreign country," as defined in Section 1(e) of the Act, includes any person or group of persons exercising sovereign de facto or de jure political jurisdiction over any country, other than the United States, or over any part of such country, and includes any subdivision of any such group and any group or agency to which such sovereign de facto or de jure authority or functions are directly or indirectly delegated. Such tenn shall include any faction or body of insurgents within a country assuming to exercise governmental authority whether such faction or body of insurgents Has or has not been recognized by the United States. FORM NSD-3 Revised (13/14 Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM 8.. If the foreign principal is not a foreign government or a foreign political party: a) State the nature of the business or activity of this foreign principal. VTB Group is a global provider of financial services, comprised of over 20 credit Institutions and financial companies operating across all key areas of the financial markets. b) Is mis foreign principal: Supervised by a foreign government, foreign political party, or other foreign principal Owned by a foreign government, foreign political party, or other foreign principal Yes 0 No • Yes No • Directed by a foreign government, foreign political party, or other foreign principal Yes • No Controlled by a foreign government, foreign political party, or other foreign principal Yes • No Financed by a foreign government, foreign political party, or other foreign principal Yes • No Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes No • m s 9, Explain fully all items answered "Yes" in Item 8(b). (If additional space is needed, afull insert page must be used) The majority shareholder of the VTB Bank is the Russian Government, which owns 60.9 percent of the voting shares. VTB received a $2.6 billion bailout from the Russian Government in 2014/2015. 10. If the foreign principal is ah organization and is not owned or controlled by a foreign government, foreign political party or other foreign principal, state who owns and controls it. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit A to the registration statement and that he/she is familiar with the contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date of Exhibit A Name and Title Emanuel A. "Mike" Manatos Senior Vice President, Manatos & Manatos Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM OMB No. 1124-0004; Expires April 30,2017 u.s. Department of Justice Washington, DC 20530 Exhibit B to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS. A registrant must furnish as an Exhibit B copies of each written agreement and the terms and conditions of each oral agreement with his foreign principal, including all modifications of such agreements, or, where no contract exists, a full statement of all the circumstances by reason of which the registrant is acting as an agent of a foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at htto://www.fary.griy. Privacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 etseq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide the information is subject to the penalty and enforcement provisions established in Section 8 of the Act. Every registration statement, short form registration statement, supplemental statement, exhibit, amendment, copy of informational materials or other document or information filed with the Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: hltp;//wwwJara,gQV. One copy of every such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act. The Attorney General also transmits a semi-annual report to Congress on the administration of the Act which lists the names of all agents registered under the Act and the foreign principals they represent. This report is available to the public in print and online at: linp://www.fara.gov. Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .33 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to Chief, Registration Unit, Counterespionage Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office ofManagement and Budget, Washington, DC 20503. 1. Name of Registrant Emanuel A. "Mike" Manatos 2. Registration No. 3. Name of Foreign Principal VTB Group Check Appropriate Box: 4. M The agreement between the registrant and the above-named foreign principal is a formal written contract. I f this box is checked, attach a copy of the contract to this exhibit. 5. • There is no formal written contract between the registrant and the foreign principal. The agreement with the above-named foreign principal.has resulted from an exchange of correspondence. I f this box is checked, attach a copy of all pertinent correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence. 6. • The agreement or understanding between the registrant and the foreign principal is the result of neither a formal written contract nor an exchange of correspondence between the parties. I f this box is checked, give a complete description below of the terms and conditions of the oral agreement or understanding, its duration, the fees and expenses, i f any, to be received. 7> Describe fully the nature and method of performance of the above indicated agreement or understanding. Provision of government strategies counsel and advice and lobbying directed toward the United States Congress and Administration on behalf of VTB Group regarding the imposition of sanctions by the US government on Russian-affiliated banks. FORMNSD-4 Revised 03/14 Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM 8. Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal. Provision of government strategies counsel and advice; lobbying Congressional and/or Executive Branch actions that affect the imposition of US sanctions on Russian-affiliated banks, 9. Will the activities on behalf of the above foreign principal include political activities as defined in Section l(o) of the Act and in the footnote below? Yes g No • If yes, describe all such political activities indicating, among other things, the relations, interests or policies to be influenced together with the meanstobe employed to achieve this purpose. Arranging meetings between VTB Group officials and US policymakers; drafting language for use in correspondence; monitoring statements and policy related to the imposition of sanctions. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit B to the registration statement and that he/she is familiar with the contenjs-tirterepf an< contents are in their entirety true and accurate to the best of his/her knowledge and belief. ^"^~) / Date of Exhibit B Name and Title Emanuel A. "Mike' Manatos Senior Vice President, Manatos & Mana' Footnote: "Political activity," as defined in Section l(o) of the Act, means any activity which the person engagufg in believes will, or thatfeeperson intends td,Tri any way influence any agency or official of the Government of the United States or any section of the public within the United Statesjvith reference to fornjuUitihg, adopting, or changing the domestic or foreign policies of the United States or with reference to the political or public interests, policies, or relations ofa government of a foreign country or a foreign political party. Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11 /2016 06:17:00 PM Andrew Manatos President Mike Manatos Senior Vice President Manatos &* Manatos Manatos & Manatos 1100 New Hampshire Avenue, NW Washington, DC 20037 May 1,2016 Privileged and. Confidential VTB Capital Inc 452 Fifth Avenue, 23rd Floor New York, NY 10018 Dear Sirs: Introduction. The Firm is pleased that you have asked us to serve as your counsel. This letter governs the terms of your engagement of us in those matters that you may from time to time ask us to undertake and that we agree to accept (each, a "Matter"). You and we may jointly supplement mis letter from time to time in writing. In connection with any particular Matter, you agree that we may ask you to confirm in writing a description of the Matter and the scope of our engagement relating to that Matter. If the terms of engagement and the other matters set forth in this letter are acceptable to you, please sign two copies of this letter in the space provided below, retain one copy and return the other copy to the undersigned at 1100 New Hampshire Ave. N. W. Washington, D.C. 20037. An electronic version of the signed letter may be sent to mike.manatos@manatos.com. Client: Scope of Representation. The client in each Matter will be VTB Group ("you" or the "Client"). VTB Capital, Inc. as a part of VTB Group wiUbethe direct counterparty with Manatos & Manatos under this engagement. Manatos & Manatos and, as applicable, certain affiliated partnerships (see below "Affiliated Manatos Partnerships'V will provide advice to you in connection with, and the scope of our engagement and duties to you shall relate solely to, each Matter (the "Representation" with respect to such Matter); provided that Manatos & Manatos shall remain primarily responsible for their services rendered to the Client and provided further that none of such Affiliated Manatos Partnerships shall have any right or claim whatsoever under this agreement. The initial Matter is the provision of government strategies counsel and advice and lobbying directed toward the United States Congress and Administration on behalf of VTB Group regarding the imposition of sanctions by the US government on Russian-affiliated banks. With respect to any Matter, you may limit or expand the scope of our Representation from time to time, but any expansion must be agreed to in writing by us. Unless otherwise agreed to by us in writing, our Representation will not involve insurance coverage issues; the Firm will not provide advice concerning notification of insurance carriers, and Will not be responsible for notifying such carriers orforfollow-up communications with the carriers regarding the status of the matter. Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM iiitrniiiiiii Manatos &• Manatos May 1,2016 Page 2 Term of Engagement: Retention, etc. of Documents. Either the Client or Manatos & Manatos may upon thirty days written noticeterminateany Representation in any Matterforany reason, subject on our part to applicable rules of professional conduct. If we terminate a Representation before it is concluded, we will take such steps as are reasonably practicable to protect the Client's interests in the Matter. Following such termination, if we have retained any otherwise nonpublic information that the Client has supplied to us in connection with such Matter, we will keep such information confidential in accordance with applicable rules of professional conduct. If, upon termination, the Client wishes to have any documents relating to a Matter and then in our possession delivered to the Client, you should so advise us. As used in this letter, "documents" means documents in any format, including hard copy documents and electronic documents (including emails). We reserve the right to retain copies of any documents delivered to the Client. All of Manatos & Manatos* work product in connection with the Representation is owned by Manatos & Manatos. Manatos & Manatos may use and permit others to use such work product in whole or in part in other projects to the extent that such use is consistent with Manatos & Manatos' confidentiality obligations to the Client. Such work product may also be used by the Client, except to the extent that Manatos & Manatos expressly states otherwise with respect to particular documents, such as signed opinion letters. Upon the Client's request at theterminationof the Representation, Manatos & Manatos will provide to the Client Manatos & Manatos'filerelating to the Representation, including any documents or other property that the Client provided to Manatos & Manatos in connection with the Representation, to the extent permitted by applicable law and ethical rules, the Client agrees that suchfilewill not include Manatos & Manatos' administrative records, time and expense reports, personnel and staffing materials, credit and accounting records, internal Manatos & Manatos work product (such as drafts, notes, and internal memoranda and e-mails), and legal and factual research. Manatos & Manatos may make and retain a copy of thefileprovided to the Client. If Manatos & Manatos is required to respond to a subpoena or other formal request from a third party or a governmental agencyforrecords or other information relating to the Representation, or to testify by deposition or otherwise concerning the Representation (a "Request"), Manatos & Manatos willfirst,to the extent permitted by applicable law, consult with the Client as to whether it is the Client's wish that Manatos & Manatos comply with the Request or resist it, to the extent that there is a basis for doing so. The Client will reimburse Manatos & Manatos for its time and expense incurred in responding to any such Request, including time and expense incurred in reviewing documents, appearing at depositions or hearings, and otherwise addressing issues raised by the Request, and search and photocopy costs. Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM •mm Manatos & Manatos May 1,2016 Page 3 We reserve the right to transfer documents to the personnel responsible for adniinistering our records retention program, for initial retention in accordance with our records retention procedures. For various reasons, including the minimization of unnecessary storage expenses, we also reserve the right to destroy or otherwise dispose of any documents retained by us, including documents transferred as described in the preceding sentence and documents otherwise retained by us. We may exercise the rights described in the preceding two sentences from time to time, whether or not in connection with the termination of any Representation, but our exercise of such rights will be subject to applicable rules of professional conduct and to any applicable written agreement between us and the Client. Except as otherwise described above, we have no obligation to retain or otherwise preserve any documents relating to any Matter. The Client may engage us to provide services in connection with one or more Representations. After completion of a Representation, changes may occur in applicable laws or regulations or applicable transaction documentation mat could have an impact on the Client's future rights and liabilities. Unless the Client actually engages us after the completion of a Representation to provide additional advice on issues arising from such Representation and we accept such engagement in writing, we will have no continuing obligation to advise the Client with respect to future legal developments. Fees and Expenses. Manatos & Manatos' monthly fee under this engagement is $17,500 beginning on the date this letter is ratified. The fee for the month of May 2016 will be prorated based on the date of commencement and shall cover from the date that the first payment is received through the end of the month. We will send you a courtesy invoice inviting payment two months in advance for each month's fee. It is expressly understood that Manatos & Manatos can only provide services to the Client when and to the extent that advance payment for the services has been received by Manatos & Manatos. Security Retainer. This will acknowledge receipt of your check for $35,000 as a security retainer ("Security Retainer") for fees and expenses to be incurred in connection with our engagement hereunder, this retainer is to be applied to payment for two months of services to be provided by Manatos & Manatos to the Client The Security Retainer will be deposited in a client trust account, and we will charge our fees and expenses against the Security Retainer and credit those charges on our bills. Any unused portion of the Security Retainer will be refunded without interest at the conclusion of our engagement. We expect that at the end of each month an additional $17,500 will be provided by the Client and added to the Security Retainer. If for any reason we do not receive an additional $17,500 advance payment from the Client by the end of any month, then the engagement will terminate at the end of the following month, and the Client will be under no obligation to make any further paymenttous. Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Manatos cvManatos May 1,2016 Page 4 Manatos & Manatos and VTB Group will confer in me month of July of2016 to discuss appropriate adjustments to the monthly fee. Payments should be wired to: Beneficiary: Manatos & Manatos Beneficiary Bank: WashingtonFirst Bank We will include on our bills, in addition to the $17,500 monthly fiat ratefee,charges for perforrning services such as document reproduction, messenger and overnight courier service, client approved travel, long-distance telephone, facsimile and telecopy, large document processing as well as the amounts for reimbursement of the fees and expenses of third party contractors (such as outside experts, consultants, other non-legal professionals and local cocounsel) engaged by us (upon your prior agreement) for the purposes of the services rendered hereunder that were settled by us. Conflicts. We have numerous clients, and many of those clients rely upon us for general representation. Although We hope that it never happens, it is possible that an adverse relationship (including litigation) may develop in the future between you and one or more of our other current or future clients (collectively, the "Other Clients"). We shall notify you of any such conflict of interest within 5 (five) business daysfromthe date on which we became aware of that conflict, to the extent that we are permitted to do so by applicable professional responsibility rules. If we are not representing you in that matter, and the matter in Which you and an Identified Client or an Other Client have adverse interests is not related to our representation of you in a Matter as described in this agreement, you agree that we may represent such an Identified Client or Other Client, you waive any conflicts of interest arising from such representation, and you agree you will not seek to disqualify or otherwise seek to prevent us from representing such Identified Client or Other Client provided always that you shall be entitled to suspend a Representation on any Matter until the conflict of interest is resolved or to terminate this agreement in accordance with the procedure set forth above, in each case by a notice in writing to Manatos & Manatos. You acknowledge that you have had an opportunity to consult with other counsel (in-house or otherwise) prior to agreeing to this waiver, and have made your own decision about whether to do so. Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Manatos & Manatos May 1,2016 Page 5 You agree that a Representation of the Client in a Matter does not give rise to an attorney-client relationship between us and any subsidiary or affiliate of the Client unless we have agreed otherwise in writing. You also agree that, during the course of our representation of the Client, we will not be given any confidential information regarding any subsidiary or affiliate of the Client Accordingly, our representation of the Client in a Matter will not giveriseto any conflicts of interest if our representations of any Other Clients are adverse to any subsidiary or affiliate of the Client. Consent Regarding Privileged Manatos & Manatos Communications. When issues arise concerning Manatos & Manatos* professional duties andrights,including under applicable professional conduct rules, Manatos & Manatos may seek confidential counsel from lawyers With responsibility or expertise in the areas in question, and in some instances from outside counsel as well. In such circumstances, some courts have concluded that a conflict of interest arises between a lawfirmand its client, and have refused to recognize the law firm's communications as privileged. Manatos & Manatos believes that it is in the mutual interest of Manatos & Manatos and its clients that Manatos & Manatos receive expert and confidential legal advice regarding its professional duties andrightsin such circumstances. Accordingly, the Client consentstosuch consultation, waives any claim of conflict of interest that could result from such consultation, and agrees that the Representation will not be a basis for a waiver of any privilege that Manatos & Manatos would otherwise have for such confidential consultation. Privacy. Data Protection, and Confidentiality. Subject to standard policies and to applicable ethical confidentiality obligations, and unless otherwise directed by the Client, Manatos & Manatos may use a variety of electronic communication systems in communicating internally, with the Client and with others during the Representation, including cellular or satellite telephone calls, e-mails, facsimile transmissions, video conferencing and other forms of evolving electronic communications. All Manatos & Manatos staff agree to maintain the confidentiality of information relating to Manatos & Manatos' clients. Publicity. Manatos & Manatos may not disclose any information relatingtothis letter, any Matter or Representation without prior written consent of the Client unless such disclosure is mandatorily required (and to the extent required) by law or competent court order. Unless the Client consents to the inclusion of additional information, Manatos & Manatos' disclosure will be limitedtothe Client ' s name, the name of the other party or parties, and a short description of the matter that contains only publicly-available information. Manatos & Manatos will make such disclosures only in Manatos & Manatos' marketing materials, on its website, and in reports to information and ranking agencies such as Thomson Reuters and Chambers. Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM niiimiin Manatos &• Manatos May 1,2016 Page 6 Affiliated Manatos & Manatos Partnerships. References herein to Manatos & Manatos, insofar as the provision of the herein described services is concerned, do not include any office or partnership within the group of affiliated Manatos & Manatos partnerships that does not render services under this engagement to client. Governing Law and Choice of Forum. This letter shall be governed by, and construed in accordance with, the laws of Washington, D.C. Any claim arising under or relating to this Engagement Letter that is not subjecttoarbitration shall only be brought in the state or federal courts in such State, and the Client and Manatos & Manatos each agree to submit to the jurisdiction of such courts. Arbitration of Disputes. Except to the extent otherwise provided by law, any dispute or claim arising out of or in any way relating to an engagement governed by this letter or our relationship with the Client (including, without limitation, any claim of malpractice, breach of contract or relating to fees or charges for the Representation) shall be finally resolved by arbitration. The arbitration shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution ("CPR") Rules for Non-Administered Arbitration (Effective November 1,2007), except as they may be modified herein or by mutual agreement of the parties. The arbitration shall take place in Washington, D.C. or such other location as agreed to by the parties. Notwithstanding the foregoing, the parties consent to the jurisdiction of the federal or state courts having jurisdiction in the location where the arbitration is conducted as to judicial proceedings relating to any aspect of the arbitration, including motionstoconfirm, vacate, modify or correct an arbitration award. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The arbitration shall be conducted by one arbitrator, who shall be selected by agreement of the parties or, failing such agreement within 30 days after the initiation of the arbitration, by the CPR. The parties shall be responsible for paying the costs of the arbitration in accordance with CPR rules. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties and their counsel, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply if disclosure is required by law or injudicial or administrative proceedings, or to the extent that disclosure is necessary to enforce the rights arising out of the award, provided that the parties agree to use best efforts to keep such disclosure confidential and agree, subject to court approval, to submit such disclosure to a court only under seal. Claims may not be brought in the arbitration proceeding by or on behalf of a purported class of claimants Who are not parties to this engagement letter. Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM Manatos & Manatos May 1,2016 Page7 This agreement to arbitrate shall constitute an irrevocable ^ f «*party's about whether to do so. Severability . If any provision of this letter is held to be, unenforceable o ^ reason, S a i n i n g provisions of this letter will continue in full force and effect. We appreciate the opportunity to work with you. Very truly yours, Mike Manatoi AGREED AND ACCEPTED: VTB Group Paul Swigart CEO, VTB Capital Inc. £Q0, VTB CQpJd JL»c Received by NSD/FARA Registration Unit 05/11/2016 06:17:00 PM for any