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Bot U10522 001.00.00.00 3 ACE BOWNE OF TORONTO 01/30/2011 18:12 NO MARKS NEXT PCN: 002.00.00.00 -- Page is valid, no graphics BOT U10522 001.00.00.00 3 IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS THAT ARE QPS (EACH AS DEFINED BELOW) OR (2) NON-U.S. PERSONS OR ADDRESSEES OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus supplement following this page (the “Prospectus Supplement”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus Supplement. In accessing the Prospectus Supplement, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”) AND THE SECURITIES HAVE NOT BEEN, AND WILL NOT, BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS AND WHICH DOES NOT REQUIRE THE ISSUER TO REGISTER UNDER THE INVESTMENT COMPANY ACT. THE FOLLOWING PROSPECTUS SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Prospectus Supplement or make an investment decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) that are qualified purchasers (within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) (“QPs”) or (2) non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the United States who are not acting for the account or benefit of U.S. persons. This Prospectus Supplement is being sent at your request and by accepting the e-mail and accessing this Prospectus Supplement, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs that are QPs or (b) not a U.S. person and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and (2) that you consent to delivery of such Prospectus Supplement by electronic transmission. You are reminded that this Prospectus Supplement has been delivered to you on the basis that you are a person into whose possession this Prospectus Supplement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Prospectus Supplement to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the issuer in such jurisdiction. This communication is only directed at persons who (i) are outside the United Kingdom or (ii) are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (iii) are persons falling within Article 49(2)(a) to (e) of the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication. This Prospectus Supplement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited or The Royal Bank of Scotland plc (the “Lead Managers”) or any person who controls any of them, nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus Supplement distributed to you in electronic format and the hard copy version available to you on request from any of the Lead Managers. ACE BOWNE OF TORONTO 01/31/2011 06:11 NO MARKS NEXT PCN: 003.00.00.00 -- Page/graphics valid 01/31/2011 06:11 BOT U10522 002.00.00.00 4 PROSPECTUS SUPPLEMENT dated January 31, 2011 (to the Prospectus dated January 28, 2011) US$500,000,000 6.493% Loan Participation Notes due 2016 and US$1,000,000,000 7.748% Loan Participation Notes due 2021 each issued by, but with limited recourse to, VIP Finance Ireland Limited, for the sole purpose of funding a corresponding loan to Open Joint Stock Company “Vimpel-Communications” Issue Price: 100.0% This Prospectus Supplement (the Prospectus Supplement) to the Prospectus dated January 28, 2011 (the Prospectus) constitutes a Prospectus Supplement for the purposes of Article 16 of Directive 2003/71/EC (the Prospectus Directive). Terms defined in the Prospectus have the same meanings when used in this Prospectus Supplement. This Prospectus Supplement is supplemental to, and should be read in conjunction with, the Prospectus. The purpose of the Prospectus Supplement is to amend certain statements and defined terms on the cover of the Prospectus and in the sections of the Prospectus titled “Overview,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Company,” “Terms and Conditions of the Notes,” “Form of the A Loan Agreement” and “Subscription and Sale.” This Prospectus Supplement has been approved by the Central Bank of Ireland (the Central Bank), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. The Issuer and VimpelCom accept responsibility for the information contained in this Prospectus Supplement. To the best of the knowledge and belief of VimpelCom and the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that there is any inconsistency between any statement in this Prospectus Supplement and any other statement in the Prospectus, the statements in this Prospectus Supplement will prevail. The Notes and the Loan have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any securities laws of any other jurisdiction. The Notes will be offered and sold outside the United States to non-U.S. persons in offshore transactions as defined in and in reliance on Regulation S under the Securities Act and in the United States to persons that are both qualified institutional buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) and qualified purchasers (“QPs”) (within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”)) in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act. The Issuer has not been and will not be registered under the Investment Company Act. Prospective purchasers of the Notes are hereby notified that the Issuer of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on the transfer of the Notes, see the section of the Prospectus titled “Form of Notes and Transfer Restrictions.” The date of this Prospectus Supplement is January 31, 2011. ACE BOWNE OF TORONTO 01/30/2011 14:19 NO MARKS NEXT PCN: 004.00.00.00 -- Page is valid, no graphics BOT U10522 003.00.00.00 1 VimpelCom, having made all reasonable inquiries, confirms that (i) the Prospectus and this Prospectus Supplement contain all information with respect to VimpelCom, its subsidiaries, the Loan Agreements and the Notes that is material to the Offer; (ii) such information is true and accurate in every material respect and is not misleading in any material respect; (iii) the opinions, assumptions and intentions expressed in the Prospectus and this Prospectus Supplement on the part of VimpelCom are honestly held or made, have been reached after considering all relevant circumstances, are based on reasonable assumptions and are not misleading in any material respect; (iv) the Prospectus, as amended by this Prospectus Supplement, does not contain any untrue statement of a material fact nor does it omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (v) all proper inquiries have been made to ascertain and verify the foregoing.
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