VimpelCom announces closing of secondary offering of 142,500,000 ADSs by selling shareholder Telenor East Holding II AS

21 Sep 2016

VimpelCom announces closing of secondary offering of 142,500,000 ADSs by selling shareholder Telenor East Holding II AS Amsterdam (21 September 2016) - VimpelCom Ltd. (NASDAQ: VIP) -- VimpelCom Ltd. ( VimpelCom or Company ), a leading global provider of telecommunications and digital services headquartered in Amsterdam and serving over 200 million customers, today announced the closing of the previously announced underwritten offering by selling shareholder Telenor East Holding II AS ( Telenor ) of 142,500,000 American Depositary Shares ( ADSs ). In connection with the offering, Telenor has granted the underwriters a 30-day option to purchase up to 21,375,000 additional ADSs at the public offering price of $3.50 per ADS, less underwriting discounts and commissions. In addition, in a transaction outside the United States to non-US persons pursuant to Regulation S under the U.S. Securities Act, Telenor today has issued a USD 1,000,000,000 0.25% bond due 2019 that will be exchangeable under certain conditions for up to a total of 204,081,633 ADSs (subject to adjustment) at an exchange price representing a premium of 40% to the public offering price of the ADSs.

The Company did not receive any proceeds from the offering, and Telenors sale of the ADSs will not result in dilution of the Company's issued and outstanding shares.

Morgan Stanley and J.P. Morgan acted as joint global coordinators and joint bookrunners and Citigroup and Credit Suisse acted as joint bookrunners for the offering.

The offering was made pursuant to the Company's shelf registration statement on Form F-3 initially filed with the Securities and Exchange Commission (the SEC ) on 23 May 2014, as amended and most recently declared effective on 20 April 2016 (the Registration Statement ). The ADSs were offered only by means of a prospectus and an accompanying prospectus supplement forming a part of the effective Registration Statement. Prospective investors should read the prospectus included in the Registration Statement, the final prospectus supplement and other documents that the Company has filed with the SEC for more complete information about the Company and the offering. The Registration Statement, the final prospectus supplement and the documents incorporated by reference therein are available on the SEC's website at: www.sec.gov.

Copies of the final prospectus supplement and the accompanying prospectus may be obtained from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (866) 803-9204, email: prospectus-eq_fi@jpmchase.com; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (800) 831-9146; or Credit Suisse Securities (USA), LLC, Attn: Prospectus Department, One Madison Avenue, New York, NY 10010, Phone: (800) 221-1037, Email: newyork.prospectus@credit-suisse.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About VimpelCom

VimpelCom (NASDAQ: VIP) is an international communications and technology company, headquartered in Amsterdam, and driven by a vision to unlock new opportunities for customers as they navigate the digital world. Present in some of the world's most dynamic markets, VimpelCom provides more than 200 million customers with voice, fixed broadband, data and digital services. VimpelCom's heritage as a pioneer in technology is the driving force behind a major transformation focused on bringing the digital world to each and every customer. VimpelCom offers services to customers in 14 markets including Russia, Italy, Algeria, Pakistan, Uzbekistan, Kazakhstan, Ukraine, Bangladesh, Kyrgyzstan, Tajikistan, Armenia, Georgia, Laos, and Zimbabwe. VimpelCom, whose licenses cover 10% of the worlds population, operates under the Beeline , WIND , Djezzy , Mobilink , Kyivstar , banglalink and Telecel brands. Follow us on Twitter @VimpelCom, visit blog.vimpelcom.com or visit our website www.vimpelcom.com.

For readers in the European Economic Area:

In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The term Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.

For readers in the United Kingdom:

This communication is being directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ( Investment professionals ) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ( High net worth companies, unincorporated associations etc. ) of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as relevant persons). The ADSs are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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