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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) OR (2) NON-U.S. PERSONS OR ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page (the “Prospectus”) and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, 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 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 UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES 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 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 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) 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 is being sent at your request and by accepting the e-mail and accessing this Prospectus, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs 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 United States and (2) that you consent to delivery of such Prospectus by electronic transmission. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus 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 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 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, Citigroup Global Markets Limited, ING Bank N.V., London Branch 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 distributed to you in electronic format and the hard copy version available to you on request from any of the Lead Managers. VimpelCom Holdings B.V. (a private limited liability company incorporated under Dutch law) US$600,000,000 5.20% Notes due 2019 and US$1,000,000,000 5.95% Notes due 2023 and RUB12,000,000,000 9.00% Notes due 2018 irrevocably and unconditionally guaranteed by Open Joint Stock Company “Vimpel-Communications” (an Open Joint Stock Company incorporated in the Russian Federation) Issue Price: 100.0% VimpelCom Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Issuer”), is offering an aggregate principal amount of US$600,000,000 5.20% Notes due 2019 (the “2019 Notes”), US$1,000,000,000 5.95% Notes due 2023 (the “2023 Notes” and, together with the 2019 Notes, the “USD Notes”) and RUB12,000,000,000 9.00% Notes due 2018 (the “RUB Notes” and, together with the USD Notes, the “Notes”). Open Joint Stock Company “Vimpel-Communications” (the “Guarantor”or“OJSC VimpelCom”), the Issuer’s direct 100.0% (minus one share) owned subsidiary, has irrevocably and unconditionally guaranteed the due and punctual payment of all amounts at any time becoming due and payable in respect of each of the USD Notes and the RUB Notes under the guarantees (the “Guarantees”) contained in the trust deeds relating to the Notes (the “Trust Deeds”). The Issuer has the option to terminate the Guarantees in certain circumstances, as described in “Terms and Conditions of the Notes.” The Issuer will pay interest on the 2019 Notes at an annual rate equal to 5.20%, on the 2023 Notes at an annual rate equal to 5.95% and on the RUB Notes at an annual rate equal to 9.00%. Interest on the Notes is payable semi-annually in arrear on February 13 and August 13 in each year, commencing on August 13, 2013. Payments on the Notes (including payments by a Guarantor under each Guarantee or otherwise under each Trust Deed) will be made without deduction for or on account of taxes of the Netherlands or the Russian Federation, unless such withholding or deduction is required by law. In such event, the Issuer or (as the case may be) the Guarantor will, subject to certain exceptions and limitations, pay additional amounts to the holder of any Note to the extent described under “Terms and Conditions of the Notes— Condition 8 (Taxation).” The 2019 Notes will be redeemed on February 13, 2019, the 2023 Notes will be redeemed on February 13, 2023 and the RUB Notes will be redeemed on February 13, 2018. The Issuer may redeem all of the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, in the event of certain taxation changes. See “Terms and Conditions of the Notes—Redemption and Purchase—Condition 6(b) (Redemption by the Issuer for tax reasons).” The Notes will rank equally in right of payment with the Issuer’s other existing and future unsecured and unsubordinated indebtedness. Each Guarantee will rank equally in right of payment to all existing and future senior unsecured and unsubordinated indebtedness of the Guarantor. This prospectus has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. The Central Bank only approves this prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the “Irish Stock Exchange”) for the Notes to be admitted to the official list (the “Official List”) and trading on its regulated market. No certainty can be given that the application will be granted. Furthermore, admission of the Notes to the Official List and trading on its regulated market is not an indication of the merits of the Issuer, the Guarantor or the Notes. This Prospectus constitutes a “prospectus” for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”) which implement the Prospectus Directive in Ireland. References in this prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the regulated market of the Irish Stock Exchange. There can be no assurance that a trading market in the Notes will develop or be maintained.