142,500,000 American Depositary Shares Each Representing One Common Share
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Use these links to rapidly review the document TABLE OF CONTENTS Index to Unaudited Condensed Consolidated Financial Statements Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-196223 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. (Subject to Completion, dated September 12, 2016) Preliminary Prospectus Supplement (To Prospectus dated April 20, 2016) 142,500,000 American Depositary Shares Each Representing One Common Share VimpelCom Ltd. Telenor East Holding II AS, which we refer to as "Telenor" or the "selling shareholder," is offering 142,500,000 American Depositary Shares ("ADSs"), each representing one of our common shares, nominal value $0.001 each ("common shares"). We will not receive any proceeds from the sale of the ADSs by the selling shareholder. See "Selling Shareholder." Our ADSs are traded on the Nasdaq Global Select Market ("Nasdaq") under the symbol "VIP." The last sales price of our ADSs as reported on Nasdaq on September 9, 2016 was $3.90 per ADS. Investing in the ADSs involves significant risks. See "Risk Factors" beginning on page S-21 of this prospectus supplement. Underwriting Proceeds to Price to Discounts and Selling Public Commissions Shareholder Per ADS $ $ $ Total $ $ $ The selling shareholder has granted the underwriters an option for a period of 30 days to purchase up to an additional 21,375,000 ADSs at the CFa2229640z424b3.htm[09/12/2016 10:57:27 AM] public offering price, less underwriting discounts and commissions. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs to purchasers on , 2016. Joint Global Coordinators and Joint Lead Bookrunners MORGAN STANLEY J.P. MORGAN Joint Bookrunners CITIGROUP CREDIT SUISSE , 2016 Page Prospectus Supplement Summary S-1 The Offering S-16 Risk Factors S-21 Cautionary Note Regarding Forward-Looking Statements S-25 Use of Proceeds S-28 Management's Discussion and Analysis of Financial Condition and Results of Operations S-29 Selling Shareholder S-114 Material U.S. Federal Income Tax Consequences S-115 Material Bermuda Tax Considerations S-120 Certain Material Dutch Tax Considerations S-121 Underwriting S-125 Legal Matters S-133 Experts S-133 Where You Can Find More Information; Incorporation by Reference S-133 Index to Unaudited Condensed Consolidated Financial Statements F-1 Prospectus About This Prospectus 1 Our Company 2 Risk Factors 2 Cautionary Note Regarding Forward-Looking Statements 2 Capitalization and Indebtedness 5 Use of Proceeds 5 Selling Shareholders 5 Description of Share Capital 5 Description of American Depositary Shares 13 Plan of Distribution 13 Legal Matters 15 Experts 15 Expenses 16 Where You Can Find Additional Information 16 CFa2229640z424b3.htm[09/12/2016 10:57:27 AM] Table of Contents TABLE OF CONTENTS Page Prospectus Supplement Summary S-1 The Offering S-16 Risk Factors S-21 Cautionary Note Regarding Forward-Looking Statements S-25 Use of Proceeds S-28 Management's Discussion and Analysis of Financial Condition and Results of Operations S-29 Selling Shareholder S-114 Material U.S. Federal Income Tax Consequences S-115 Material Bermuda Tax Considerations S-120 Certain Material Dutch Tax Considerations S-121 Underwriting S-125 Legal Matters S-133 Experts S-133 Where You Can Find More Information; Incorporation by Reference S-133 Index to Unaudited Condensed Consolidated Financial Statements F-1 Prospectus About This Prospectus 1 Our Company 2 Risk Factors 2 Cautionary Note Regarding Forward-Looking Statements 2 Capitalization and Indebtedness 5 Use of Proceeds 5 Selling Shareholders 5 Description of Share Capital 5 Description of American Depositary Shares 13 Plan of Distribution 13 Legal Matters 15 Experts 15 Expenses 16 Where You Can Find Additional Information 16 Incorporation of Certain Information by Reference 16 Service of Process and Enforcement of Liabilities 17 S-i CFa2229640z424b3.htm[09/12/2016 10:57:27 AM] Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part, this prospectus supplement, and the second part, the accompanying prospectus, are each part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the "SEC," using a "shelf" registration process. Under this shelf registration process, the selling shareholder may sell ADSs in one or more offerings. In this prospectus supplement, we provide you with specific information about the terms of this offering and updates with respect to information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The accompanying prospectus, including the documents incorporated by reference, provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. We, the selling shareholder and the underwriters have not authorized any other person to provide you with different or additional information other than that contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. We, the selling shareholder and the underwriters take no responsibility for, and can make no assurance as to the reliability of, any other information that others may give you. We, the selling shareholder and the underwriters are not offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. PRESENTATION OF FINANCIAL AND OTHER DATA References in this prospectus supplement to "VimpelCom" and the "VimpelCom Group," as well as references to "our company," "the company," "our group," "the 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. The audited consolidated financial statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 incorporated by reference in the prospectus supplement and the unaudited consolidated financial statements as of June 30, 2016 and for the six months ended June 30, 2016 and 2015 included in this prospectus supplement have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and presented in U.S. dollars. The company adopted IFRS as of January 1, 2009. In this prospectus supplement, references to (i) "U.S. dollars," "US$" or "USD" are to the lawful currency of the United States of America, (ii) "Russian rubles," "rubles" or "RUB" are to the lawful currency of the Russian Federation, (iii) "Algerian dinar" or "DZD" are to the lawful currency of Algeria, (iv) "Pakistani rupees" or "PKR" are to the lawful currency of Pakistan, (iv) "Bangladeshi taka" or "BDT" are to the lawful currency of Bangladesh, (v) "Ukrainian hryvnia," "hryvnia" or "UAH" are to the lawful currency of Ukraine, (vi) "Kazakh tenge" or "KZT" are to the lawful currency of the Republic of Kazakhstan, (vii) "Uzbek som" or "UZS" are to the lawful currency of Uzbekistan, (viii) "Kyrgyz som" are to the lawful currency of Kyrgyzstan, (ix) "Armenian dram" are to the lawful currency of the Republic of Armenia, (x) "Tajik somoni" are to the lawful currency of Tajikistan, (xi) "Georgian lari" are to the lawful S-ii CFa2229640z424b3.htm[09/12/2016 10:57:27 AM] Table of Contents currency of Georgia, (xii) "Lao kip" are to the lawful currency of Laos and (xiii) "€," "EUR" or "Euro" are to the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time. In addition, references to "EU" are to the European Union, references to "LIBOR" are to the London Interbank Offered Rate, references to "EURIBOR" are to the Euro Interbank Offered Rate, references to "MosPRIME" are to the Moscow Prime Offered Rate, references to "KIBOR" are to the Karachi Interbank Offered Rate and references to "Bangladeshi T-Bill" are to Bangladeshi Treasury Bills. This prospectus supplement contains translations of certain non-U.S. currency amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the relevant non-U.S. currency amounts actually represent such U.S. dollar amounts or could be converted, were converted or will be converted into U.S.