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PROSPECTUS US$600,000,000 (comprising US$350,000,000 in this Concurrent Offer and up to US$250,000,000 in an Exchange Offer) 8.25% Loan Participation Notes due 2016 issued by, but without recourse to, UBS (Luxembourg) S.A., for the sole purpose of funding a US$600,000,000 loan to Open Joint Stock Company “Vimpel Communications” Issue Price: 100.0% We are a leading provider of wireless telecommunications services, with operations in Russia, Ukraine and Central Asia. UBS (Luxembourg) S.A., a commercial bank incorporated with limited liability under the laws of the Grand Duchy of Luxembourg (the “Bank”), is offering an aggregate principal amount of US$600,000,000 (of which US$350,000,000 will be issued in this offering (the “Concurrent Offer”) and up to US$250,000,000 will be issued in the Exchange Offer (as defined herein)) in the form of 8.25% loan participation notes due 2016 (the “New Notes”) for the sole purpose of funding a ten-year loan (the “New Loan”) to our company under the terms of a loan agreement, dated May 12, 2006 (the “New Loan Agreement”). The Exchange Offer is being made pursuant to a separate prospectus. The Bank will charge by way of security to The Bank of New York, as trustee (the “New Notes Trustee”), its rights to principal, premium (if any), interest and additional amounts (if any) under the New Loan Agreement (other than certain reserved rights) as well as certain sums held in an account of the Bank, and will transfer certain of its administrative rights under the New Loan Agreement to the New Notes Trustee upon the closing of the Concurrent Offer for the benefit of the holders of the New Notes (the “Noteholders”). The New Loan will rank equal in right of payment with our other outstanding unsecured and unsubordinated indebtedness. The Bank will only be obligated to make payments of principal, premium (if any), interest and additional amounts (if any) to Noteholders to the extent that our company makes payments to the Bank’s account of all principal, premium (if any), interest and additional amounts (if any) under the terms of the New Loan Agreement. The Bank will have no other financial obligation under the New Notes. The New Notes will bear interest at an annual rate. Payments on the New Notes will be made free and clear of, and without withholding or deduction for, any taxes imposed by the Grand Duchy of Luxembourg or the Russian Federation, to the extent described in this prospectus. Noteholders will be deemed to have accepted and agreed that they will be relying solely on the credit and financial standing of the Borrower in respect of the obligations of the Borrower under the New Loan Agreement. Other than as described in this prospectus and in a trust deed to be entered into between the Bank and the New Notes Trustee on or about May 22, 2006 (the “New Notes Trust Deed”), the Noteholders have no proprietary or other direct interest in the Bank’s rights under or in respect of the New Loan Agreement or the New Loan. Subject to the terms of the New Notes Trust Deed, no Noteholder will have any right to enforce any of the provisions in the New Loan Agreement or have direct recourse to our company except through action by the New Notes Trustee. Application has been made to the Commission de surveillance du secteur financier of Luxembourg (the “CSSF”) in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valueurs mobiliéres) for approval of this Prospectus. Application will be made to the Luxembourg Stock Exchange for the New Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. There can be no assurance that a trading market in the New Notes will develop or be maintained.The New Notes issued and sold in reliance on Rule 144A are expected to be eligible for trading on The PORTAL® Market, a subsidiary of The Nasdaq Stock Market, Inc. We cannot assure you that a trading market for the New Notes will develop. AN INVESTMENT IN THE NEW NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 21 OF THIS PROSPECTUS. The New Notes and the New 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 New Notes will be offered and sold outside the United States in reliance on Regulation S under the Securities Act and in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act. For a description of certain restrictions on transfer of the New Notes, see “Form of New Notes and Transfer Restrictions.” The New Notes will be ready for delivery in book-entry form only through the facilities of Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and The Depository Trust Company (“DTC”) on or about May 22, 2006. Lead Manager UBS Investment Bank The date of this prospectus is May 12, 2006. VimpelCom GSM License Areas Urals Population: 18.3 mln. Moscow Population: 17.0 mln. Northwest Population: 14.0 mln. Central Population: Ukraine 21.0 mln. Population: 48.5 mln. Launched: Nov. 2005 UkraineU k r a in Volga e RussiaRussia Population: 25.3 mln. North Caucasus Population: KazakhstanKazakhstan 22.9 mln. UzbekistanU z Far East b e Population: 11.4 mln. Kazakhstan k Siberia Population: 15.0 mln. is Population: 15.3 mln. Launched: Sept. 2004 ta n Uzbekistan Population: 26.0 mln. Tajikistan In commercial operation Launched: Jan. 2006 Tajikistan Population: 6.8 mln. Launched: Dec. 2005 Other licensed regions Unlicensed territories IMPORTANT INFORMATION ABOUT THE CONCURRENT OFFER For information about Open Joint Stock Company “Vimpel-Communications” (“VimpelCom”), this offering and the terms and conditions of the New Notes, you should rely only on the information contained in this prospectus. We, the Bank, the New Notes Trustee and UBS Limited (the “Lead Manager”) have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial condition, results of operations and the information set forth in this prospectus may have changed since that date. VimpelCom accepts responsibility for the information contained in this prospectus, except for the Bank Information (as defined below). To the best of the knowledge and belief of VimpelCom (which has taken all reasonable care to ensure that such is the case), the information contained in this prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Bank accepts responsibility for the information contained in this prospectus only with respect to itself (the “Bank Information”). To the best of the knowledge and belief of the Bank (which has taken all reasonable care to ensure that such is the case), the Bank Information continued in this prospectus is in accordance with the facts and does not omit anything likely to affect the import of such Bank Information. Other than the Bank Information (as defined above) for which no representation and warranty is made by VimpelCom, VimpelCom, having made all reasonable inquiries, confirms that (i) this prospectus contains all information with respect to VimpelCom, its subsidiaries, the New Loan Agreement, the New Notes and the Exchange Offer that is material to the Concurrent 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 this prospectus 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) this prospectus does not contain any untrue statement of a material fact nor does it omit to state a material fact necessary to make the statements herein, 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. Accordingly, other than as provided above and in the paragraph below, VimpelCom accepts responsibility for the information contained in this prospectus. Notwithstanding the preceding paragraph, VimpelCom obtained the market data used in this prospectus from internal surveys, industry sources, government sources and publicly available information. Although VimpelCom believes that its sources are reliable, information and data from industry and government sources has not been independently verified by VimpelCom and the Lead Manager, the Bank or the New Notes Trustee or any of their respective affiliates or agents. VimpelCom accepts responsibility for the accurate reproduction of such information and data, but none of VimpelCom, the Lead Manager, the Bank or the New Notes Trustee nor any of their respective affiliates or agents makes any further representation or warranty relating thereto. Each Noteholder participating in the Concurrent Offer will be deemed to have made certain acknowledgments, representations and agreements as set forth under the section of this prospectus entitled “Form of New Notes and Transfer Restrictions.” The New Notes have not been registered under the Securities Act or any state securities laws or the laws of any other jurisdiction, are subject to restrictions on transferability and resales, and unless so registered, may not be transferred or resold except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

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