Exchange Rate Information

Russian rouble and the U.S. dollar

The table below sets forth, for the periods and dates indicated, the high and the low exchange rates for Russian roubles expressed in U.S. dollars, the exchange rate at the end of such period and the average of such exchange rates on the last day of each month during such period, as published by the Central Bank of the Russian Federation ( referred to in this prospectus as the CBR ). This information is provided solely for your information, and we do not represent that Russian roubles could be converted into U.S. dollars at these rates or at any other rate. These rates may also differ from the actual rates used in the preparation of the financial statements included herein and incorporated by reference into this prospectus.

Source: CBR

On October 2, 2009, the date immediately prior to the announcement of the Offers, the exchange rate between the U.S. dollar and Russian rouble expressed in U.S. dollars was US$1.00 = RUB 30.06. On February 5, 2010, the most recent practicable date prior to the date of this prospectus, the exchange rate was US$1.00 = RUB 30.01, which is the exchange rate used to convert roubles into U.S. dollars in this prospectus, unless otherwise indicated. All U.S. dollar – rouble exchange rates in this prospectus refer to the exchange rates published by the CBR.

Ukrainian hryvnia and the U.S. dollar

The table below sets forth, for the periods and dates indicated, the high and the low exchange rates for Ukrainian hryvnia expressed in U.S. dollars, the exchange rate at the end of such period and the average of such exchange rates on the last day of each month during such period, as published by the National Bank of Ukraine

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( referred to in this prospectus as the NBU ). This information is provided solely for your information, and we do not represent that Ukrainian hryvnia could be converted into U.S. dollars at these rates or at any other rate. These rates may also differ from the actual rates used in the preparation of the financial statements included herein and incorporated by reference into this prospectus.

Source: NBU

On October 2, 2009, the date immediately prior to the announcement of the Offers, the exchange rate between the U.S. dollar and Ukrainian hryvnia expressed in U.S. dollars was US$1.00 = UAH 8.01. On February 5, 2010, the most recent practicable date prior to the date of this prospectus, the exchange rate was US$1.00 = UAH 8.00, which is the exchange rate used to convert hryvnia into U.S. dollars in this prospectus, unless otherwise indicated. All U.S. dollar – hryvnia exchange rates in this prospectus refer to the exchange rates published by the NBU.

Industry and Market Data

Unless otherwise indicated, market data and other statistical information contained in this prospectus are based upon information from independent industry publications and management’s knowledge of and experience in the industry and markets in which we operate. Market data based upon reports prepared by Advanced Communications and Media ( referred to in this prospectus as AC&M ) was obtained from their website and is used pursuant to AC&M’s data usage policy, which permits the use of such data without specific consent. While we believe this data and information to be reasonable, market data and other statistical information are subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data and information. In addition, variables, including consumer consumption, discretionary spending patterns and consumer preferences, can and do change. As a result, you should be aware that market, ranking and other similar data and information set forth in this prospectus, and estimates and beliefs based on such data and information, may not be reliable.

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English Language

The language of this prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

Rounding

We have made rounding adjustments to reach some of the figures included in this prospectus. As a result, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.

Days, Business Days and Trading Days

Any reference in this prospectus to “day” or “days” is to calendar days. Any reference in this prospectus to “business day” or “business days” means any day of the year that is not a Saturday, Sunday or a day on which banking institutions in New York, New York, or Moscow, Russia, are authorized or required by law to close. Any reference in this prospectus to “trading day” or “trading days” is to a day on which trading is permitted on the New York Stock Exchange.

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QUESTIONS & ANSWERS ABOUT THE OFFERS

The following are some questions that you may have regarding the Offers and brief answers to those questions. These questions and answers are not meant to be a substitute for the information contained in the remainder of this prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained in this prospectus, including, without limitation, the additional documents incorporated by reference into this prospectus. Accordingly, we urge you to read carefully this entire prospectus and any documents incorporated by reference into this prospectus to understand the Offers fully before you make a decision as to whether to tender your OJSC VimpelCom shares or OJSC VimpelCom ADSs.

Following the successful completion of the Offers, and assuming all existing OJSC VimpelCom shareholders participate fully in the Offers and elect to receive only DRs, Alfa Group and Telenor will own approximately 38.5% and 38.8%, respectively, of VimpelCom Ltd.’s outstanding share capital and approximately 43.9% and 35.4%, respectively, of VimpelCom Ltd.’s outstanding voting shares.

in each case, if and to the extent, pursuant to the local laws and regulations applicable to such holders, such holders are permitted to participate in the relevant Offers. The Offers are being conducted simultaneously and have substantially the same terms, and completion of the Offers is subject to substantially the same conditions.

If you are a holder of OJSC VimpelCom shares and would like to participate in the U.S. Offer, you must be a U.S. holder, which means you are resident in the United States (including its territories and possessions).

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If you elect to participate in the Russian Offer, you will not be afforded the rights and protections that are provided under the U.S. federal securities laws as they relate to tender offers , other than the anti-fraud provisions of the U.S. federal securities laws .

You are cautioned to provide sufficient time to complete a valid tender prior to the expiration of the U.S. Offer or Russian Offer acceptance periods.

You should be aware that the U.S. Offer acceptance period will end three business days prior to the Russian Offer acceptance period in order to allow the OJSC VimpelCom common shares represented by OJSC VimpelCom ADSs that were tendered into the U.S. Offer to be tendered into the Russian Offer. We are taking this extra step in order for us to be eligible to commence the squeeze-out procedures prescribed by Russian law as soon as the Offers are completed, as further described under “ The Offers – The U.S. Offer and The Russian Offer – The Russian Offer .” If the conditions to the completion of the Offers are not

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satisfied or, to the extent legally permitted, waived prior to the expiration of the Russian Offer acceptance period, the Offers will not be completed and your OJSC VimpelCom shares or OJSC VimpelCom ADSs will be returned to you. However, during the period between the expiration of the U.S. Offer and our announcement of the successful completion or termination of the Offers, your right to withdraw your tendered OJSC VimpelCom shares or OJSC VimpelCom ADS will be suspended pending our determination of whether the Offers can be completed.

Additionally, if you tender your OJSC VimpelCom shares or OJSC VimpelCom ADSs in the U.S. Offer and elect to receive cash consideration rather than DRs, you will not receive Russian roubles. Instead, you will receive the U.S. dollar equivalent, if any, of the cash consideration paid in Russian roubles at the prevailing exchange rate, after deduction of fees, conversion expenses and any applicable taxes. Except with respect to withdrawal rights, the expiration dates of the Offers and the currency used to pay the consideration, the terms and conditions of the two offers are substantially the same.

Finally, if you tender your OJSC VimpelCom shares or OJSC VimpelCom ADSs into the U.S. Offer and elect to receive DRs, you may receive your DRs before holders tendering into the Russian Offer due to the technical complexities involved in settling foreign securities in Russia.

In addition, under the applicable Russian voluntary tender offer rules, we are required to offer a cash alternative to the DRs. Therefore, in the U.S. Offer we are also offering, as an alternative to the DRs, 0.01 Russian roubles in cash (equal to approximately US$0.0003) for each OJSC VimpelCom common share or OJSC VimpelCom preferred share and 0.0005 Russian roubles in cash (equal to approximately US$0.000017) for each OJSC VimpelCom ADS. The cash consideration we are offering is not intended to represent fair market value for the OJSC VimpelCom shares or OJSC VimpelCom ADSs, the closing market prices for which were RUB12,745 (approximately US$426.54) on the Russian Trading System on February 1, 2010 and US$17.49 on the NYSE on February 4, 2010. We do not recommend that you elect to receive cash consideration in the Offers, as further discussed under “ The Offers – Terms and Conditions of the Offers ” in this prospectus. Under no circumstances will interest be paid on the cash to be received.

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If either of these conditions is not satisfied prior to the expiration of the Russian Offer, we are not obligated to complete the Offers and any OJSC VimpelCom shares or OJSC VimpelCom ADSs tendered by you will be returned, in each case, as further discussed under “ The Offers – Terms and Conditions of the Offers – Conditions to Completing the U.S. Offer ” in this prospectus.

If the Offers are successfully completed, we intend to commence compulsory squeeze-out proceedings in accordance with Russian law to acquire any remaining OJSC VimpelCom shares and OJSC VimpelCom ADSs, as further discussed under “ The Offers – Effects of the Offers and the Russian Squeeze-out Proceedings .”

You should be aware that the book-entry transfer facilities Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, will establish their own earlier cut-off times and dates for receipt of instructions to ensure that those instructions will be timely received by The Depository Trust Company ( referred to in this prospectus as DTC ).

If any condition described in this prospectus under “ The Offers – Terms and Conditions of the Offers ” is not satisfied or, to the extent legally permitted, waived, we may, on one or more occasions, extend the U.S. Offer acceptance period until all conditions described in “ The Offers – Terms and Conditions of the Offers ” have been satisfied or, to the extent legally permitted, waived.

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During any extension, any OJSC VimpelCom shares and OJSC VimpelCom ADSs validly tendered and not properly withdrawn will remain subject to the U.S. Offer, subject to the right of each holder to withdraw, prior to the end of the U.S. Offer acceptance period, as extended, OJSC VimpelCom shares or OJSC VimpelCom ADSs previously tendered.

By signing the share acceptance form, you will represent to and agree with us that, among other things: (i) you accept the U.S. Offer, (ii) subject to your withdrawal rights, your acceptance is irrevocable, (iii) unless you withdraw your shares, you are irrevocably appointing the U.S. exchange agent as your attorney-in-fact, (iv) you or your agent hold title to the OJSC VimpelCom shares being tendered in the U.S. Offer, (v) you have full power, authority and capacity under applicable law to accept the U.S. Offer, (vi) you are a U.S. holder, (vii) we will acquire good and unencumbered title to the tendered OJSC VimpelCom shares, and (viii) you will ratify each and every act which may be done or performed by us, as permitted under the terms of the U.S. Offer.

See “ The Offers – Procedures for Tendering – Procedures for Tendering OJSC VimpelCom Shares ” for more information about the procedures for tendering your OJSC VimpelCom shares.

Alternatively, you may deposit your OJSC VimpelCom shares with the OJSC VimpelCom ADS depositary and receive OJSC VimpelCom ADSs, in which case you may participate in the U.S. Offer as an OJSC VimpelCom ADS holder by following the procedures for tendering OJSC VimpelCom ADSs described under “ The Offers – Procedures for Tendering – Procedures for Tendering OJSC VimpelCom ADSs. ”

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If you hold your OJSC VimpelCom ADSs in book-entry form in a brokerage or custodian account through an agent or other financial intermediary, you will need to instruct your agent or other intermediary to: (i) tender OJSC VimpelCom ADSs on your behalf before the expiration date by causing DTC to transmit an agent’s message via DTC’s confirmation system to the U.S. exchange agent stating that DTC has received an express acknowledgment from a participant in DTC that such participant has received and agrees to be bound by the terms and conditions of the U.S. Offer and the ADS letter of transmittal; and (ii) make a book-entry transfer of the applicable OJSC VimpelCom ADSs to the account established by the U.S. exchange agent at DTC for the purpose of receiving these transfers.

By signing the ADS letter of transmittal or instructing your agent or other intermediary to tender your OJSC VimpelCom ADSs, you, or your agent or other intermediary on your behalf, will represent to and agree with us that, among other things: (i) you accept the U.S. Offer, (ii) subject to your withdrawal rights, your acceptance is irrevocable, (iii) unless you withdraw your OJSC VimpelCom ADSs, you are irrevocably appointing the U.S. exchange agent as your attorney-in-fact, (iv) you or your agent or other intermediary hold title to the OJSC VimpelCom ADSs being tendered in the U.S. Offer, (v) you have full power, authority and the legal ability under applicable law to accept the U.S. Offer, (vi) we will acquire good and unencumbered title to the tendered OJSC VimpelCom ADSs, and (vii) you will ratify each and every act which may be done or performed by us, as permitted under the terms of the U.S. Offer.

We are not providing guaranteed delivery procedures; therefore, you may not accept the U.S. Offer by delivering a notice of guaranteed delivery. The only method for accepting the U.S. Offer is pursuant to the procedure described above.

See “ The Offers – Procedures for Tendering – Procedures for Tendering OJSC VimpelCom ADSs ” for more information about the procedures for tendering your OJSC VimpelCom ADSs.

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If you elect to receive cash consideration in lieu of DRs, we will pay an amount equal to the number of OJSC VimpelCom shares or OJSC VimpelCom ADSs you tendered multiplied by 0.01 Russian roubles or 0.0005 Russian roubles, respectively, in cash without interest (and less any amounts required to be deducted and withheld under any applicable law), promptly following our announcement of the successful completion of the Offers. Your cash consideration will be converted into U.S. dollars on the date that the custodian for the U.S. exchange agent confirms receipt of the Russian roubles at the then prevailing spot market rate for the exchange of Russian roubles into U.S. dollars and the proceeds, if any, net of fees and expenses incurred and any applicable taxes, will be distributed to you. Under no circumstances will interest be paid on the cash to be received. It is possible that the currency conversion and related transaction expenses could exceed the cash we will pay, so it is possible that you will not receive any distribution if you elect to receive cash consideration.

See “ The Offers – Withdrawal Rights ” for more information about the procedures for withdrawing your previously tendered OJSC VimpelCom shares or OJSC VimpelCom ADSs.

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Under no circumstances will interest be paid on the exchange of OJSC VimpelCom shares or OJSC VimpelCom ADSs, regardless of any delay in making the exchange or any extension of the Offers.

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