Vimpelcom Ltd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 OR ⌧ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2012 OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 OR Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 1-34694 VIMPELCOM LTD. (Exact name of registrant as specified in its charter) Bermuda (Jurisdiction of incorporation or organization) Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands (Address of principal executive offices) Jeffrey D. McGhie Group General Counsel & Chief Corporate Affairs Officer Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands Tel: +31 20 797 7200 Fax: +31 20 797 7201 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares, or ADSs, each representing one common share New York Stock Exchange Common shares, US$ 0.001 nominal value New York Stock Exchange* * Listed, not for trading or quotation purposes, but only in connection with the registration of ADSs pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,628,199,135 common shares, US$ 0.001 nominal value. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ⌧ Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board ⌧ Other Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 ⌧ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧ TABLE OF CONTENTS ITEM 1. Identity of Directors, Senior Management and Advisors 5 ITEM 2. Offer Statistics and Expected Timetable 5 ITEM 3. Key Information 5 ITEM 4. Information on the Company 29 ITEM 4A. Unresolved Staff Comments 96 ITEM 5. Operating and Financial Review and Prospects 96 ITEM 6. Directors, Senior Management and Employees 130 ITEM 7. Major Shareholders and Related Party Transactions 138 ITEM 8. Financial Information 143 ITEM 9. The Offer and Listing 144 ITEM 10. Additional Information 145 ITEM 11. Quantitative and Qualitative Disclosures About Market Risk 156 ITEM 12. Description of Securities other than Equity Securities 157 ITEM 13. Defaults, Dividend Arrearages and Delinquencies 159 ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 159 ITEM 15. Controls and Procedures 159 ITEM 16A. Audit Committee Financial Expert 160 ITEM 16B. Code of Ethics 160 ITEM 16C. Principal Accountant Fees and Services 160 ITEM 16D. Exemptions from the Listing Standards for Audit Committees 161 ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 161 ITEM 16F. Change in Registrant’s Certifying Accountant 161 ITEM 16G. Corporate Governance 161 ITEM 17. Financial Statements 163 ITEM 18. Financial Statements 163 ITEM 19. Exhibits 164 * Omitted because the item is not required. ** We have responded to Item 18 in lieu of this item. i EXPLANATORY NOTE References in this Annual Report on Form 20-F to “VimpelCom” and the “VimpelCom Group,” as well as references to “our company,” “the company,” “our group,” “we,” “us,” “our” and similar pronouns, are references to VimpelCom Ltd., an exempted company limited by shares registered in Bermuda, and its consolidated subsidiaries. All section references appearing in this Annual Report on Form 20-F are to sections of this Annual Report on Form 20-F, unless otherwise indicated. On April 15, 2011, we completed our acquisition of 100% of Wind Telecom S.p.A., or “Wind Telecom” (or together with its consolidated subsidiaries, the “Wind Telecom Group”) and its interests in Orascom Telecom Holding S.A.E, or “OTH,” and WIND Telecomunicazioni S.p.A., or “WIND Italy.” The Wind Telecom Group is an international provider of mobile and fixed-line telecommunications and Internet services with operations in Europe, North America, Africa and Asia. We refer to the acquisition of Wind Telecom in this Annual Report on Form 20-F as the “Wind Telecom Transaction.” As we did not consolidate Wind Telecom into our financial statements until the effective acquisition date, the historical financial and operating data of VimpelCom set forth in this Annual Report on Form 20-F do not reflect Wind Telecom’s results prior to April 15, 2011, unless otherwise indicated. In October 2009, Telenor ASA, the parent company of the Telenor Group, and Altimo Holdings & Investments Ltd., or “Altimo Holdings” (or together with its consolidated subsidiaries, “Altimo”), a member of the Alfa Group Consortium, or the “Alfa Group,” announced that they agreed to combine their ownership of OJSC “Vimpel-Communications,” or “OJSC VimpelCom,” and Private Joint Stock Company “Kyivstar,” or “Kyivstar,” under a new company called VimpelCom Ltd. We refer to the combination in this Annual Report on Form 20-F as the “VimpelCom Ltd. Transaction.” The VimpelCom Ltd. Transaction involved a series of transactions, including exchange offers by VimpelCom Ltd. to holders of OJSC VimpelCom shares, including shares represented by ADSs. On April 21, 2010, all conditions of the exchange offers were satisfied, and VimpelCom Ltd. acquired approximately 98.0% of OJSC VimpelCom’s outstanding shares, including shares represented by ADSs. Immediately following completion of the exchange offers, subsidiaries of Telenor and Altimo caused their direct and indirect interests in Kyivstar to be transferred to VimpelCom Holdings B.V., or “VimpelCom Holdings.” On May 14, 2010, OJSC VimpelCom’s ADSs were delisted from the NYSE, and on June 2, 2010, OJSC VimpelCom’s shares were excluded from the list of traded securities at the Open Joint Stock Company Russian Trading System Stock Exchange. On August 6, 2010, VimpelCom Ltd. completed the acquisition of all of OJSC VimpelCom’s shares, including those represented by ADSs, from OJSC VimpelCom’s remaining minority shareholders by way of a squeeze-out process under Russian law commenced on May 25, 2010. This Annual Report on Form 20-F includes audited consolidated financial statements as of and for the years ended December 31, 2012, 2011 and 2010 prepared in accordance with International Financial Reporting Standards, or “IFRS,” as issued by the International Accounting Standards Board, or “IASB,” and presented in U.S. dollars. The company adopted IFRS as of January 1, 2009. As a result of the VimpelCom Ltd. Transaction, VimpelCom Ltd. is as of April 21, 2010, the accounting successor to OJSC VimpelCom, and accordingly, accounting data and disclosure relating to the period prior to April 21, 2010 in VimpelCom Ltd.’s IFRS financial statements represent accounting data and disclosure of OJSC VimpelCom except for equity, which was restated to reflect the capital structure of VimpelCom Ltd. The historical operating data for periods prior to April 21, 2010, the date on which the VimpelCom Ltd. Transaction was completed, represents the historical operating data of OJSC VimpelCom. See also “Item 5— Operating and Financial Review and Prospects—Factors Affecting Comparability of Prior Periods.” In this Annual Report on Form 20-F, references to “€ ,” “EUR,” or “Euro” are to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty of Rome which established the European Community, as amended, references to “Russian rubles” or “rubles” or “RUB” are to the lawful currency of the Russian Federation, references to “US$ “ or “$” or “USD” or “U.S. dollars” are to the lawful currency of the United States of America, references to dinars and “DZD” are to the lawful currency of Algeria and references to “IQD” are to the lawful currency of Iraq.

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