IMPORTANT NOTICE 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 disclaimer 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. You acknowledge that this electronic transmission and the delivery of the Prospectus is confidential and intended for you only and you agree that you will not forward, reproduce or publish this electronic transmission or the Prospectus to any other person. NOTHING IN THE PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES (AS DEFINED IN THE PROSPECTUS) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS PROSPECTUS IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS OUTSIDE THE EUROPEAN ECONOMIC AREA (THE “EEA”), OR THOSE WHO, IF LOCATED IN MEMBER STATES OF THE EEA, ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (“QUALIFIED INVESTORS”). AS REGARDS PERSONS LOCATED IN THE UNITED KINGDOM, THIS PROSPECTUS IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO ARE INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED UPON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES IS AVAILABLE ONLY TO (I) IN THE UNITED KINGDOM, RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THE 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 UNAUTHORISED. 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 the Prospectus or make an investment decision with respect to the Securities (as defined in the Prospectus), you must have represented to us that (i) you are or are acting on behalf of (a) a “qualified institutional buyer” (as defined in Rule 144A) or (b) outside the United States, (ii) if you are in the United Kingdom, you are a relevant person, and/or a relevant person who is acting on behalf of relevant persons in the United Kingdom and/or Qualified Investors to the extent you are acting on behalf of persons or entities in the United Kingdom and/or the EEA; (iii) if you are in any Member State of the EEA other than the United Kingdom, you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors or relevant persons, to the extent that you are acting on behalf of persons or entities in the EEA and/or the United Kingdom; (iv) you are an institutional investor that is eligible to receive this document and (v) you consent to delivery by electronic transmission. The GDRs (as defined below) are not eligible for “placement”, “public circulation”, “offering” or “advertising” (each as defined in Russian law) in the Russian Federation except as permitted by Russian law. The Prospectus and information provided herein is not an advertisement, an offer, or an invitation to make offers, sell, exchange or otherwise transfer the GDRs in the Russian Federation or to or for the benefit of any Russian person or entity. This Prospectus is not intended to be, and must not be, distributed or circulated in the Russian Federation unless and to the extent otherwise permitted or required under Russian law. The Prospectus may only be provided to persons in the United Kingdom in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply to OJSC MegaFon. You are reminded that you are accessing the Prospectus on the basis that you are a person by whom the 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 authorised to, deliver the Prospectus, electronically or otherwise, 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 any of the Joint Global Coordinators or Joint Bookrunners (both as named in the Prospectus), or any affiliate of any such person, is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such person or such affiliate on behalf of OJSC MegaFon in such jurisdiction. Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale to persons other than specified qualified institutional buyers to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. 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, neither OJSC MegaFon nor any of the Joint Global Coordinators or Joint Bookrunners, or any person who controls any of them, nor any director, officer, employee or agent of it 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 OJSC MegaFon or the Joint Global Coordinators or Joint Bookrunners. PRELIMINARY PROSPECTUS DATED 14 NOVEMBER 2012 SUBJECT TO COMPLETION an open joint stock company organised under the laws of the Russian Federation Offering of [Š] ordinary shares in the form of Offer Shares and Global Depositary Receipts Offer Price U.S.$[Š] per Global Depositary Receipt / Offer Share This is an offering (the “Offering”) by Sonera Holding B.V. (“Sonera”) and MegaFon Investments (Cyprus) Limited (“MICL”, and together with Sonera, the “Selling Shareholders”), a subsidiary of Open Joint Stock Company MegaFon (“OJSC MegaFon” or the “Company”), of [Š] ordinary shares with a nominal value of 0.1 rubles each in the share capital of OJSC MegaFon, consisting of [Š] ordinary shares in the form of ordinary shares (the “Offer Shares”) and [Š] ordinary shares in the form of global depositary receipts representing ordinary shares (the “GDRs”, and together with the Offer Shares, the “Securities”). One GDR represents an interest in one ordinary share. The Selling Shareholders will grant to the Joint Global Coordinators (as defined under “Plan of Distribution”) on behalf of the Joint Bookrunners (as defined under “Plan of Distribution”) an option (the “Over-allotment Option”) to purchase up to [Š] additional ordinary shares in the form of ordinary shares and GDRs at the Offer Price for the purposes of meeting over-allotments in connection with the Offering, if any. This document (the “Prospectus”) has been approved by the United Kingdom Financial Services Authority (the “FSA”) in accordance with the prospectus rules (the “Prospectus Rules”) of the FSA made under Section 73A of the Financial Services and Markets Act 2000, as amended (the “FSMA”), solely in relation to an admission to trading on a regulated market of the GDRs. This document constitutes a prospectus relating to OJSC MegaFon prepared in accordance with the Prospectus Rules. Application has been made (1) to the FSA, in its capacity as competent authority (the U.K. Listing Authority, or “UKLA”) under the FSMA, for a listing of up to [Š] GDRs consisting of (i) [Š] GDRs to be issued on or about [Š] 2012 (the “Closing Date”), (ii) up to [Š] additional GDRs to be issued in connection with the Over-allotment Option, and (iii) up to [Š] additional GDRs to be issued from time to time against the deposit of ordinary shares (to the extent permitted by law) with a custodian acting on behalf of The Bank of New York Mellon (Luxembourg) S.A.