VimpelCom

The VimpelCom group consists of telecommunications operators providing voice and data services through a range of wireless, fixed and broadband technologies. It is headquartered in Amsterdam, the Netherlands and incorporated in Bermuda. Until 15 April 2011 it had operations in Russia, Ukraine, Kazakhstan, Uzbekistan, Tajikistan, Georgia, Armenia, Kyrgyzstan, Vietnam, Cambodia and Laos, covering territory with a total population of about 360 million. Its operating companies provided services under three brands: the “Beeline”, “Kyivstar” and “djuice” brands. VimpelCom American Depositary Shares are listed on the New York Stock Exchange under the symbol “VIP”, which began trading on the New York Stock Exchange on 22 April 2010. VimpelCom, through its subsidiaries, had 93.6 million subscribers as at 31 March 2011. Telenor Group held 39.6% of the economic interests and 36.0% of the voting rights in VimpelCom Ltd, until the combination of VimpelCom and Wind Telecom was finalised on 15 April 2011.

Combination of VimpelCom and Wind Telecom

On 4 October 2010, VimpelCom Ltd announced an agreement to combine its holdings with Wind Telecom S.p.A. (Wind Telecom, formerly Weather Investments S.p.A.). The transaction was completed on 15 April 2011. The transaction created one of the world’s largest groups of integrated telecommunications services operators, with pro forma net operating revenues of USD 21.3 billion and pro forma EBITDA of USD 9.4 billion for the year ended 31 December 2009. VimpelCom Ltd owns, through Wind Telecom, 51.7% of Orascom Telecom Holding S.A.E. and 100% of Wind Telecomunicazioni S.p.A. (Wind Italy). VimpelCom Ltd acquired Wind Telecom for consideration consisting of: (i) 325,639,827 VimpelCom Ltd common shares; (ii) 305,000,000 VimpelCom Ltd convertible preferred shares; and (iii) USD 1,495 billion in cash.

As at the date of this Base Prospectus, Telenor, indirectly through its wholly owned subsidiary Telenor East Holdings II AS, owns a 31.67% economic interest and 25.01% voting interest in VimpelCom Ltd, and Altimo Holdings & Investments Limited, indirectly through its wholly owned subsidiary Altimo Cooperatief U.A. (collectively, Altimo), owns a 31.35% economic interest and 30.99% voting interest in VimpelCom Ltd. Wind Telecom owns a 20.00% economic interest and 30.59% voting interest in VimpelCom Ltd. 16.34% of VimpelCom Ltd’s economic interest and 12.90% of voting interest is free float. VimpelCom Ltd also holds 0.65% economic interest and 0.51% voting interest as treasury shares. Telenor is involved in legal proceedings against Altimo and VimpelCom.

As a result of the combination of VimpelCom Ltd and Wind Telecom, additional assets are included in the portfolio. As at 31 March 2011, Wind Telecom provides mobile telecommunications services to approximately 92 million subscribers. It operates under multiple brands: in Italy (marketed under the “WIND” brand); Algeria (marketed under the “Djezzy” brand); Pakistan (marketed under the “Mobilink” brand); Egypt (marketed under the “Mobinil” brand); Bangladesh (marketed under the “banglalink” brand); Canada (marketed under the “WIND Mobile” brand); Zimbabwe (marketed under the “Telecel” brand); North Korea (marketed under the “koryolink” brand); Central Africa Republic (marketed under the “Telecel” brand); and Burundi and Namibia (marketed under the “leo” brand).

The VimpelCom Group now operates in 19 countries, covering a population of 845 million people, with approximately 190 million mobile subscribers. Based on 2009 pro forma revenues, the existing operations in Russia and Italy will each contribute approximately 35% of consolidated revenues.

VimpelCom in Russia

VimpelCom in Russia was established in 1992. Telenor’s indirect subsidiary (held through Telenor Mobile Holdings AS), Telenor East Invest AS, became a shareholder in VimpelCom in Russia in 1998.

VimpelCom in Russia operates under the “Beeline” brand, and offers mobile, Internet, fixed-line voice and data products and services to consumer and corporate subscribers. As at 31 March 2011, the mobile penetration and number of subscriptions measured in number of SIM cards were 152% and 221 million, respectively, out of a population of approximately 142 million. VimpelCom in Russia had 53.0 million mobile subscriptions as at 31 March 2011, representing an overall subscription market share of 24.0%. VimpelCom’s competitors in Russia are MTS Russia (MTS), MegaFon and Tele2. As at 31 March 2011, MTS had 71.5 million subscriptions in Russia, representing a subscription market share of 32.4%, while MegaFon had approximately 56.5 million subscriptions, representing a market share of approximately 25.6%. At the same time, Tele2 had 19.0 million mobile subscriptions, representing a market share of approximately 8.6%. In 2010, Megafon overtook VimpelCom as the second largest mobile operator in terms of revenue market share, and has maintained this position. MTS remains the largest mobile operator in Russia.

VimpelCom in Italy

VimpelCom in Italy operates under the “Wind Italy” brand, and offers mobile, Internet, fixed line voice and data products and services to consumer and corporate subscribers. As at 31 March 2011, the mobile penetration in Italy was 152% and the number of mobile subscriptions, measured in number of SIM cards, was 91.3 million out of a population of approximately 60 million. As at 31 March 2011, the Wind Italy group’s mobile business had approximately 20.3 million subscriptions, representing a subscription market share of 22.3%. Wind Italy is in the process of spinning off several assets in accordance with “The Spin-off Plan” to Weather II. Wind Italy’s main mobile competitors are Telecom Italia Mobile (TIM), Vodafone and Hutchinson, operating under the brand “3”. As at 31 March 2011, TIM had 31.1 million mobile subscriptions, Vodafone had 30.8 million and “3” had 9.1 million, representing 34.1%, 33.7% and 10% subscription market shares, respectively.

For further information about VimpelCom, please visithttp://www.vimpelcom.com.