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OFFERING MEMORANDUM NOT FOR GENERAL CIRCULATION IN THE UNITED STATES VimpelCom Holdings B.V. US$600,000,000 3.950% Senior Notes due 2021 US$900,000,000 4.950% Senior Notes due 2024 VimpelCom Holdings B.V., a private company with limited liability incorporated under Dutch law (the “Issuer”), is offering (the “Offering”) an aggregate principal amount of US$600,000,000 3.950% Senior Notes due 2021 (the “A Notes”) and an aggregate principal amount of US$900,000,000 4.950% Senior Notes due 2024 (the “B Notes” and, together with the A Notes, the “Notes”). Interest will accrue at the rate of 3.950% per annum on the A Notes and at the rate of 4.950% per annum on the B Notes, and the Issuer will pay interest on the Notes semi-annually in arrear on June 16 and December 16 of each year, commencing on December 16, 2017. The maturity date of the A Notes is June 16, 2021, and the maturity date of the B Notes is June 16, 2024. The Issuer is a direct, wholly owned subsidiary of VimpelCom Amsterdam B.V., a private company with limited liability incorporated under Dutch law, which is in turn a direct, wholly owned subsidiary of VEON Ltd. (formerly VimpelCom Ltd.), an exempted company limited by shares registered in Bermuda. Prior to March 16, 2021, with respect to the A Notes, and March 16, 2024, with respect to the B Notes, the Issuer may, at its option, at any time, redeem some or all of the applicable Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium. At any time on or after March 16, 2021, with respect to the A Notes, and March 16, 2024, with respect to the B Notes, the Issuer may, at its option, redeem some or all of the applicable Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the applicable Notes. The Notes will be general senior obligations of the Issuer, will rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, if any, and will rank pari passu in right of payment to all of the Issuer’s existing and future indebtedness that is not so subordinated. This offering memorandum (the “Offering Memorandum”) includes information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer restrictions. This Offering Memorandum constitutes a Prospectus for the purpose of the Luxembourg law dated July 10, 2005, on Prospectus for Securities, as amended. Currently, there is no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading on the Euro MTF Market. The Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market within the meaning of the provisions of Directive 2004/39/EC on markets in financial instruments. There is no assurance that the Notes will be, and once listed will continue to be, listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market. Furthermore, admission of the Notes to the Official List is not an indication of the merits of the Issuer or the Notes. The net proceeds from the offering of the Notes are intended to be used (i) to finance the purchase of the: (x) U.S.$1,000,000,000 9.125% Loan Participation Notes due 2018 (ISINs: US918242AB40/ XS0361041808; CUSIP: 918242 AB4), (y) U.S.$1,000,000,000 7.748% Notes due 2021 (ISINs: US918242AD06/ XS0587031096; CUSIP: 918242 AD0), in each case issued by VIP Finance Ireland Limited and (z) U.S.$1,500,000,000 7.5043% Notes due 2022 (ISINs: US92718WAB54/ XS0643183220; CUSIP: 92718W AB5), issued by the Issuer (together, the “Existing Notes”), tendered and accepted for purchase in accordance with the terms and conditions of a tender offer launched by the Issuer on or about May 30, 2017 pursuant to a tender offer memorandum of the same date (the “Tender Offer”) that is expected to be settled on or about June 29, 2017 or prior to that date in the case of early tenders and (ii) for general corporate purposes. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 15. The Notes have not been, and will not be, registered under the U.S. federal securities laws or the securities laws of any other jurisdiction. The Notes are being offered and sold only to “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) in accordance with Rule 144A under the U.S. Securities Act, and to certain non-U.S. persons in offshore transactions in accordance with Regulation S under the U.S. Securities Act. See “Notice to Investors” for additional information about eligible offerees and transfer restrictions. Price for the A Notes: 100.00% plus accrued interest, if any, from the date of issue of the A Notes Price for the B Notes: 100.00% plus accrued interest, if any, from the date of issue of the B Notes The Issuer expects that the Notes will be delivered in book-entry form through The Depository Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream”), on or about June 16, 2017 (the “Issue Date”). See “Book-Entry, Delivery and Form.” Global Coordinator Barclays Joint Lead Managers Barclays HSBC ING J.P. Morgan + The date of this Offering Memorandum is June 15, 2017. IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM The Issuer has prepared this Offering Memorandum based on information the Issuer has or has obtained from sources it believes to be reliable. Summaries of documents contained in this Offering Memorandum may not be complete. The Issuer will make copies of certain documents available to you upon request. None of the Issuer, or Barclays Bank PLC, HSBC Bank plc, ING Bank N.V., London Branch, or J.P. Morgan Securities plc (collectively, the “Joint Lead Managers”), the Trustee (as defined below) or the Agents (as defined below), represents that the information herein is complete. The information in this Offering Memorandum is current only as of the date on the cover, and the business or financial condition of the Issuer or other information in this Offering Memorandum may change after that date. For any time after the cover date of this Offering Memorandum, the Issuer does not represent that its affairs are the same as described or that the information in this Offering Memorandum is correct and it does not imply those things by delivering this Offering Memorandum or selling Notes to you. This Offering Memorandum may only be used for the purposes for which it has been published. You should consult your own legal, tax and business advisors regarding an investment in the Notes. Information in this Offering Memorandum is not legal, tax or business advice. You should base your decision to invest in the Notes solely on information contained in or incorporated by reference in this Offering Memorandum. Neither the Issuer nor any of the Joint Lead Managers has authorized anyone to provide you with any different information. The Issuer has not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in or incorporated by reference in this Offering Memorandum. You must not rely on unauthorized information or representations. This Offering Memorandum does not offer to sell or ask for offers to buy any Notes in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the Notes. The Issuer is offering the Notes in reliance on an exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public offering. If you purchase the Notes, you will be deemed to have made certain acknowledgments, representations and warranties as detailed under “Notice to Investors.” You may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither the Issuer nor any of the Joint Lead Managers is making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. The Issuer does not make any representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither the Issuer nor any of the Joint Lead Managers shall have any responsibility therefor.

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