VimpelCom Ltd. Announces Launch of Exchange Offer for OJSC VimpelCom Shares and American Depositary Shares

Platform for Value Creation in Global Emerging Markets Telecoms

AMSTERDAM, February 9 - VimpelCom Ltd. today announces the commencement of its exchange offer to
holders of shares and American Depositary Shares ("ADSs") of Open Joint Stock
Company "Vimpel-Communications" ("OJSC VimpelCom") (NYSE:VIP), in which it
will offer depositary shares representing VimpelCom Ltd. shares ("DRs") or a
nominal cash amount in exchange for OJSC VimpelCom securities (the "Exchange
Offer"). Immediately following the successful completion of the Exchange
Offer, VimpelCom Ltd. intends to acquire all of the outstanding shares of
Closed Joint Stock Company "Kyivstar G.S.M." ("Kyivstar") in exchange for
VimpelCom Ltd. DRs (collectively referred to as the "Transaction").

Key benefits of the Transaction for shareholders of OJSC VimpelCom
include:

    - Ownership of Kyivstar, a leading mobile operator in Ukraine;
    - Improved strategic profile with potential for operational improvements
      and efficiencies;
    - Creation of a robust corporate and governance structure which will
      align the interests of all shareholders;
    - Committed policy to pay regular and meaningful dividends; and
    - Strong platform to unlock future growth and shareholder value creation.

Alexander Izosimov, CEO of VimpelCom Ltd., commented:

"Today's announcement is another big step towards launching VimpelCom
Ltd. as a leading value creation platform in global emerging markets
telecoms. With local leadership across Russian, Ukrainian and CIS markets,
VimpelCom Ltd will have the right corporate and governance structure to drive
further growth, profitability, cash flows and total returns for shareholders.
The proposed transaction will unlock the full potential of both OJSC
VimpelCom and Kyivstar and offer further value creation opportunities through
operational improvements, while preserving the drivers of both companies'
past performance and earnings resilience. Initial feedback from investors has
been extremely supportive, and I am confident the Exchange Offer will be a
great success."

On completion of the Transaction, VimpelCom Ltd. will be a leading mobile
operator in Russia, Ukraine and the CIS, with a significant presence in
Southeast Asia, with:

    - Over 87.7 million subscribers as of September 30, 2009
    - Pro forma net operating revenues of USD 12.6 billion for the year ended
      December 31, 2008 and USD 7.4 billion for the nine months ended
      September 30, 2009
    - Pro forma net income for 2008 of USD 1.1 billion and USD 1.1 billion
      for the nine months ended September 30, 2009
    - Pro forma adjusted OIBDA of USD 6.3 billion with OIBDA margin of 49.8%
      for 2008, and of USD 3.8 billion with OIBDA margin of 51.1% for the
      nine months ended September, 2009

Jo Lunder has been designated as Chairman of the Board of VimpelCom Ltd.
Mr. Lunder served as Chief Operating Officer of OJSC VimpelCom between 1999
and 2001 and Chief Executive Officer of OJSC VimpelCom between 2001 and 2003.
He was Chairman of the Board of OJSC VimpelCom between 2003 and 2005. From
1993 to 1999, Mr. Lunder was employed in various capacities by Telenor and
its affiliates.

Alexander Izosimov has been appointed as Chief Executive Officer of
VimpelCom Ltd. He was CEO of OJSC VimpelCom between 2003 and 2009 and has
previously held senior positions at McKinsey & Co. and Mars. Mr. Izosimov is
currently Chairman of the GSM Association.

Exchange Offer and Terms

Telenor ASA ("Telenor") and Altimo Holdings & Investments Ltd.
("Altimo"), the majority owners of OJSC VimpelCom, have agreed, subject to
the conditions described below, to contribute their respective shareholdings
in OJSC VimpelCom and their combined 100% shareholding in Kyivstar to create
VimpelCom Ltd., a leading emerging markets mobile operator with enhanced
market presence and growth, profitability and cash flow generation prospects.
The exchange ratio used in determining the post-contribution equity ownership
by OJSC VimpelCom's and Kyivstar's respective shareholders is 3.4:1.

In the Exchange Offer, VimpelCom Ltd. is offering:

    - to all holders of OJSC VimpelCom ADSs: one VimpelCom Ltd.
      common DR (representing one VimpelCom Ltd. common share) in exchange
      for each OJSC VimpelCom ADS;
    - to all holders of OJSC VimpelCom common shares: twenty
      VimpelCom Ltd. common DRs in exchange for each OJSC VimpelCom common
      share; and
    - to all holders of OJSC VimpelCom preferred shares: twenty
      VimpelCom Ltd. preferred DRs (each representing one VimpelCom Ltd.
      preferred share) in exchange for each OJSC VimpelCom preferred share.

Alternatively, holders of OJSC VimpelCom shares and ADSs may elect to
receive a cash payment of 0.01 Russian roubles for each common share or
preferred share and 0.0005 Russian roubles for each ADS. This nominal cash
consideration is being offered to comply with Russian regulations and is not
intended to constitute fair market value. Accordingly, VimpelCom Ltd. urges
holders of OJSC VimpelCom shares and ADSs not to elect to receive cash
consideration.

The Exchange Offer comprises a U.S. Offer and a Russian Offer. The U.S.
Offer is open to all U.S. holders of OJSC VimpelCom shares and all holders of
OJSC VimpelCom ADSs, wherever located. The Russian Offer is open to all
holders of OJSC VimpelCom shares, wherever located. However, only
shareholders who are "qualified investors" under Russian law may receive DRs
in exchange for their shares tendered into the Russian Offer.

Successful completion of the Exchange Offer is contingent on, among other
things, more than 95% of OJSC VimpelCom's outstanding shares being tendered
in the Exchange Offer, all legal and regulatory proceedings involving Altimo
and Telenor being terminated or withdrawn and the receipt of required
regulatory and other approvals, including approvals by the anti-monopoly
authorities in Russia and Ukraine. The Russian Governmental Commission on
Foreign Investments announced its approval of the proposed transaction under
the Russian Foreign Investment Law on February 3, 2010.

It is expected that, following completion of the Exchange Offer, OJSC
VimpelCom will be delisted from the NYSE and will no longer be traded on the
Russian Trading System.

In connection with the U.S. Offer, VimpelCom Ltd. has filed a
registration statement on Form F-4 with the United States Securities and
Exchange Commission (the "SEC") that contains a prospectus and related U.S.
Offer acceptance materials. VimpelCom Ltd. will mail the prospectus, together
with the related U.S. Offer acceptance materials, to U.S. holders of OJSC
VimpelCom shares and to all holders of OJSC VimpelCom ADSs, wherever located.
Holders of these securities are urged to read the prospectus and related U.S.
Offer acceptance materials carefully because they contain important
information. Copies of the prospectus and related U.S. Offer acceptance
materials may be obtained from Innisfree M&A Incorporated, the information
agent for the U.S. Offer, at the following telephone numbers: +1-877-800-5190
(for shareholders holders and ADS holders) and +1-212-750-5833 (for banks or
brokers). Copies of the registration statement and exhibits also may be
obtained free of charge from the SEC's website at www.sec.gov, and from
VimpelCom Ltd.'s website at www.vimpelcomlimited.com.

In connection with the Russian Offer, VimpelCom Ltd. has filed a
voluntary tender offer document with the Russian Federal Service for the
Financial Markets. OJSC VimpelCom will deliver the Russian voluntary tender
offer document, together with the recommendations of its board of directors
and related Russian Offer acceptance materials, to holders of OJSC VimpelCom
shares. Copies of the Russian voluntary tender offer document and other
documents related to the Russian offer may be obtained from ZAO "National
Registration Company" ("NRK"), the agent for the Russian offer, at the
following telephone numbers: +7(495)-440-6324/25/45 ext.205, or from OJSC
VimpelCom at the following telephone number : +7(495)-974-5888.

Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated
are acting as dealer managers for the U.S. Offer.

Exchange Offer Timetable

The Exchange Offer has been launched today, February 9, 2010. The U.S.
Offer will close at 5:00 pm New York City time on April 15, 2010 and the
Russian Offer will close at 11:59 pm Moscow time on April 20, 2010, unless
extended.

Holders of OJSC VimpelCom shares and ADSs who wish to participate in the
U.S. Offer must deliver their U.S. Offer acceptance materials to the U.S.
exchange agent prior to the expiration of the U.S. Offer in accordance with
the instructions contained therein. Holders of OJSC VimpelCom shares who wish
to participate in the Russian Offer must deliver their Russian Offer
acceptance materials to the Russian exchange agent prior to the expiration of
the Russian Offer in accordance with the instructions contained therein.

Transaction Rationale

The combination of OJSC VimpelCom and Kyivstar into one consolidated
company will create a stronger business with enhanced market presence and
growth prospects, leading to substantial value creation potential for OJSC
VimpelCom shareholders and benefits for all of our shareholders, subscribers
and employees. In particular, the Transaction will:

    - Create a leading emerging markets mobile operator with over 87.7
      million subscribers as of September 30, 2009, USD 12.6 billion pro
      forma combined net operating revenues for the 2008 fiscal year and
      USD 7.4 billion combined pro forma net operating revenues for the nine
      months ended September 30, 2009;
    - Improve OJSC VimpelCom's and Kyivstar's positions in their existing
      markets, enabling them to take advantage of attractive opportunities
      for in-market consolidation and raising the overall profile of the
      combined group among its peers and competitors;
    - Strengthen OJSC VimpelCom's and Kyivstar's strategic profiles;
    - Enable OJSC VimpelCom and Kyivstar to be managed on a unified basis,
      with the potential for operational improvements and efficiencies; and
    - Align the interests of all shareholders of OJSC VimpelCom and Kyivstar
      by resolving outstanding disputes between shareholders and creating a
      basis for a robust corporate and governance structure.

VimpelCom Ltd.'s immediate focus will be to optimise its financial,
operational and marketing efficiencies in its core markets. In the medium
term, VimpelCom Ltd.'s strategy will be to explore opportunities for further
expansion in emerging markets, including Asia and Africa, with the goal of
creating value for shareholders. VimpelCom Ltd.'s dividend policy will be to
distribute annually at least 50% of free cash flow from Kyivstar and 50% of
free cash flow from OJSC VimpelCom's Russian operations.

Corporate and Governance Structure

VimpelCom Ltd.'s majority shareholders are Altimo and Telenor, which will
hold 43.9% and 35.4% of the voting rights and 38.5% and 38.8% of the economic
rights, respectively (assuming 100% acceptance of the Exchange Offer),
following successful completion of the Transaction. Minority shareholders in
VimpelCom Ltd. will represent 20.7% of the voting rights and 22.7% of the
economic rights (assuming 100% acceptance of the Exchange Offer) following
successful completion of the Transaction.

VimpelCom Ltd. is incorporated in Bermuda, headquartered in the
Netherlands, and its common DRs are intended to be listed on the NYSE. Altimo
and Telenor have agreed a clear and robust corporate governance structure and
have entered into a shareholders agreement governed by New York law that is
designed to avoid deadlock situations. Any future shareholder disputes will
be resolved by arbitration proceedings in London under UNCITRAL arbitration
rules.

VimpelCom Ltd.'s governance structure is also designed to align the
interests of all shareholders. The Chairman and CEO of VimpelCom Ltd. will be
unaffiliated with Telenor and Altimo. The Board of Directors will be
comprised of three unaffiliated members, three members designated by Telenor
and three members designated by Altimo, without any veto rights for any
party. The affirmative vote of a majority of the independent, unaffiliated
shareholders will be required for certain actions.

Summary Financial Data

OJSC VimpelCom reported net operating revenues of USD 10.1 billion for
the year ended December 31, 2008 and USD 6.4 billion for the nine months
ended September 30, 2009.

Net income for the year ended December 31, 2008 was USD 587.3 million and
for the first nine months of 2009 was USD 836.3 million. Adjusted OIBDA
margin for 2008 was 48.0% and for the first nine months of 2009 was 49.8%.

Kyivstar reported revenues of UAH 12.7 billion for the year ended
December 31, 2008 and UAH 8.6 billion for the nine months ended September 30,
2009. Kyivstar's profit for 2008 was UAH 5.1 billion and for the first nine
months of 2009 was UAH 2.8 billion. Adjusted OIBDA margin for 2008 was 59.2%
and for the first nine months of 2009 was 55.5%.

On a pro forma basis, VimpelCom Ltd. would have reported net operating
revenues of USD 12.6 billion for the year ended December 31, 2008 and USD 7.4
billion for the nine months ended September 30, 2009. Pro forma net income
for 2008 would have been USD 1.1 billion and for the nine months ended
September 30, 2009 would have been USD 1.1 billion. Pro forma adjusted OIBDA
margin for 2008 would have been 49.8% and for the first nine months of 2009
would have been 51.1%.

Analyst Call

Alexander Izosimov, CEO of VimpelCom Ltd., will be hosting a conference
call for analysts and fund managers on Tuesday, February 9 at 14:00 London;
15:00 CET; 17:00 Moscow; and 09:00 EST. The dial-in details are provided
below:

    International:    +44(0)20-7806-1956
    UK toll free:     0800-028-1277
    Russia toll free: 810-800-2546-1012
    US toll free:     +1-888-935-4577

    Participants should dial-in 5-10 minutes prior to the call.

The conference call including Q&A will last approximately 1 hour.

Participants will also be able to view the presentation which accompanies
the call by accessing the following link:
www.thomson-webcast.net/uk/dispatching/?event_id=05060c70e9d47f632
9d1dd41a283d250&portal_id=a869d5c2e790f409f7c268c62bba979a

(Due to the length of this URL, it may be necessary to copy and paste the
hyperlink into your Internet browser's URL address field. Remove the space if
one exists.)

About OJSC VimpelCom

OJSC VimpelCom is a telecoms operator providing voice and data services
through a range of mobile, fixed and broadband technologies. It operates in
Russia, Ukraine, Armenia, Georgia, Kazakhstan, Uzbekistan, Tajikistan,
Vietnam and Cambodia, covering territory with a total population of
approximately 340 million, and has agreed to enter Laos through the
acquisition of MIC Laos announced in September 2009. As of September 30,
2009, OJSC VimpelCom's total number of active mobile subscribers in Russia,
the other countries of the CIS and Georgia was approximately 65.4 million,
primarily under the "Beeline" brand name. With OJSC VimpelCom's February 2008
acquisition of Golden Telecom, a leading provider of fixed-line telecoms and
Internet services in Russia, OJSC VimpelCom transformed itself into a leading
integrated telecoms provider in Russia and the CIS. As of September 30, 2009,
OJSC VimpelCom had approximately 1.9 million fixed and mobile broadband
subscribers.

About Kyivstar

Kyivstar is the leading mobile operator in Ukraine by total number of
subscribers, with a 40.2% subscriber market share and approximately 22.3
million subscribers as of September 30, 2009. Kyivstar benefits from having a
strong cash flow generation and low leverage and a leading brand awareness,
service, network coverage and quality in Ukraine. It is a leader in key
sub-segments of the Ukrainian market, including the mass and youth segments,
and is focused on extending its broadband services, positioning itself as the
leading provider of multimedia services in its market. Telenor currently owns
56.5% of Kyivstar's share capital through its wholly owned subsidiary Telenor
Mobile Communications AS and Altimo currently owns 43.5% of Kyivstar's share
capital indirectly through its wholly owned subsidiary Storm LLC.

Important Additional Information

In connection with the U.S. Offer by VimpelCom Ltd. to acquire all
outstanding shares of OJSC VimpelCom (including those represented by ADSs),
VimpelCom Ltd. has filed with the SEC a registration statement on Form F-4,
which includes a prospectus and related U.S. Offer acceptance materials to
register shares of VimpelCom Ltd. (including those represented by DRs) to be
issued in exchange for OJSC VimpelCom shares held by U.S. persons and OJSC
VimpelCom ADSs held by all holders, wherever located. In addition, VimpelCom
Ltd. will file a Statement on Schedule TO with the SEC in respect of the U.S.
Offer. Holders of OJSC VimpelCom securities are urged to carefully read the
registration statement (including the prospectus), the Statement on Schedule
TO, and any other documents relating to the U.S. Offer filed with the SEC, as
well as any amendments and supplements to those documents, because they
contain important information. Free copies of the registration statement,
including the prospectus and related U.S. Offer acceptance materials, the
Statement on Schedule TO, and other relevant documents filed with the SEC in
respect of the U.S. Offer, can be obtained at the SEC's website at
www.sec.gov. The prospectus and related U.S. Offer acceptance materials are
being mailed to holders of OJSC VimpelCom securities eligible to participate
in the U.S. Offer. Additional copies may be obtained for free from Innisfree
M&A Incorporated, the information agent for the U.S. Offer, at the following
telephone numbers: +1-877-800-5190 (for shareholders and ADS holders) and
+1-212-750-5833 (for banks or brokers).

This announcement is not an offering document and does not constitute an
offer to sell or the solicitation of an offer to buy securities or a
solicitation of any vote or approval, nor shall there be any sale or exchange
of securities in any jurisdiction in which such offer, solicitation or sale
or exchange would be unlawful prior to the registration or qualification
under the laws of such jurisdiction. The solicitation of offers to exchange
OJSC VimpelCom securities for VimpelCom Ltd. DRs in the United States will
only be made pursuant to the prospectus and related U.S. Offer acceptance
materials that are being mailed to U.S. holders of OJSC VimpelCom shares and
all holders of OJSC VimpelCom ADSs, wherever located. An investor may only
exchange OJSC VimpelCom shares for VimpelCom Ltd. DRs in the Russian Offer if
such investor is a "qualified investor" under the applicable Russian rules
and regulations. This announcement is not for publication, release or
distribution in or into or from any jurisdiction where it would otherwise be
prohibited.

This press release does not constitute advertisement of securities,
including securities of foreign issuers, in the Russian Federation within the
meaning of Federal Law No. 39-FZ "On the Securities Market" dated April 22,
1996, as amended (the "Securities Law"), Federal Law No. 46-FZ "On the
Protection of Rights and Lawful Interests of Investors on the Securities
Market" dated March 5, 1999, as amended, and Federal Law No. 38-FZ "On
Advertising" dated March 13, 2006, as amended, or a public offer to purchase,
sell, exchange or transfer to or for the benefit of any person resident,
incorporated, established or having their usual residence in the Russian
Federation, or to any person located within the territory of the Russian
Federation, that does not fall under a legal definition of a "qualified
investor" within the meaning of Article 51.2 of the Securities Law, or an
invitation to or for the benefit of any such person, to make offers to
purchase, sell, exchange or transfer any such securities. The securities of
VimpelCom Ltd. have not been and will not be admitted for placement, public
placement or public circulation in the Russian Federation within the meaning
of Article 51.1 of the Securities Law.

Cautionary statement regarding forward-looking statements

This announcement contains "forward-looking statements." Forward-looking
statements provide VimpelCom Ltd.'s current expectations or forecasts of
future events. Forward-looking statements include statements about VimpelCom
Ltd.'s expectations, beliefs, plans, objectives, intentions, assumptions and
other statements that are not historical facts. Any statement in this
announcement that expresses or implies VimpelCom Ltd.'s intentions, beliefs,
expectations or predictions (and the assumptions underlying them) is a
forward-looking statement. Words or phrases such as "anticipate," "believe,"
"continue," "estimate," "expect," "intend," "may," "ongoing," "plan,"
"potential," "predict," "project," "will" or similar words or phrases, or the
negatives of those words or phrases, may identify forward-looking statements,
but the absence of these words does not necessarily mean that a statement is
not forward-looking. Forward-looking statements are subject to known and
unknown risks and uncertainties and are based on potentially inaccurate
assumptions that could cause actual results to differ materially from those
expected or implied by the forward-looking statements. Such risks and
uncertainties include, but are not limited to:

    - risks related to the timing or ultimate completion of the Transaction;
    - the possibility that expected benefits may not materialise as expected;
    - that, prior to the completion of the Transaction, OJSC VimpelCom's
      business or Kyivstar's business may not perform as expected;
    - that the parties are unable to successfully implement integration
      strategies or otherwise realise any synergies that might arise from the
      Transaction;
    - future operating or financial results;
    - expectations regarding the future growth of the telecoms industry;
    - forecasts regarding future macroeconomic performance or results;
    - future payments of dividends and the availability of cash for the
      payment of dividends;
    - future acquisitions, business strategy and expected capital spending;
    - assumptions regarding interest rates and inflation;
    - changes in governmental rules and regulations or actions taken by
      regulatory authorities;
    - unanticipated changes in laws and regulations;
    - potential liability from future litigation; and
    - other risks and uncertainties that are beyond the parties' control.

If such risks or uncertainties materialise or such assumptions prove
incorrect, actual results could differ materially from those expressed or
implied by such forward-looking statements and assumptions. The
forward-looking statements contained in this announcement are made as of the
date hereof, and VimpelCom Ltd. expressly disclaims any obligation to update
or correct any forward-looking statements made herein due to the occurrence
of events after the issuance of this announcement.

Contacts

Questions on the U.S. Offer and requests for assistance may be directed
to Innisfree M&A Incorporated, or its London based representative Lake Isle
M&A Incorporated, the information agent in connection with the U.S. Offer:

    Innisfree M&A Incorporated         Lake Isle M&A Incorporated
    Arthur Crozier (New York)          Michael Payne (London)
    501 Madison Avenue                 39 King Street
    New York, NY 10022                 London EC2V 8DQ
    Tel: +1-212-750-5837               Tel: +44(0)20-7710-9964

Questions on the Russian Offer and requests for assistance may be
directed to NRK, the Russian exchange agent in connection with the Russian
Offer:

    National Registration Company
    Svetlana Galkina
    Client Relationship Manager
    Address: 6 Versaeva Street, Moscow, 121357
    Tel:    +7-495-440-6324/25/45 ext.205
    Mobile: +7-903-223-0764
    Fax:    +7-495-440-6355

    Questions on VimpelCom Ltd. may be directed to Citigate Dewe Rogerson:

    Citigate Dewe Rogerson
    David Westover, Director
    Andrew Hey, Director
    3 London Wall Buildings
    London Wall
    London EC2M 5SY, United Kingdom
    Tel: +44(0)20-7638-9571

Questions on OJSC VimpelCom may be directed to OJSC VimpelCom's Investor
Relations team:

    OJSC VimpelCom Investor Relations Team
    Email: Investor_Relations@VimpelCom.com
    4 Krasnoproletarskaya Street
    Moscow 127006, Russia
    Tel: +7-495-974-5888
    Fax: +7-909-991-7903

    Questions on Kyivstar may be directed to:

    Telenor Group
    Dag Melgaard, Group Communications
    E-mail: dag.melgaard@telenor.com
    Tel: +47-901-92-000

    Dag Eide, Investor Relations
    E-mail: dag.eide@telenor.com
    Tel: +47-458-05-050

For the U.S. Offer: Arthur Crozier, Innisfree M&A Incorporated, +1-212-750-5837 or Michael Payne, Lake Isle M&A Incorporated, +44(0)20-7710-9964; For the Russian Offer: Svetlana Galkina, National Registration Company, Tel: +7(495)440-6324/25/45 ext.205, Mobile: +7-903-223-0764; For questions on VimpelCom Ltd.: David Westover or Andrew Hey, Citigate Dewe Rogerson, +44(0)20-7638-9571; For questions on OJSC VimpelCom: OJSC VimpelCom's Investor Relations team, Tel: +7(495)974-5888, Fax: +7(909)991-7903, Email: Investor_Relations at VimpelCom.com; For questions on Kyivstar, Dag Melgaard, Group Communications, Telenor Group, dag.melgaard at telenor.com, (+47)901-92-000, or Dag Eide, Investor Relations, Telenor Group, dag.eide at telenor.com, (+47)458-05-050