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2009

Creatingmore...

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4 LETTER TO SHAREHOLDERS

8 KEY FINANCIAL HIGHLIGHTS

11 BACKGROUND AND HISTORY

14 FOCUS ON INVESTOR RETURNS

17 LEVERAGING STRENGTHS IN RUSSIA

AND THE CIS

19 UKRAINE A PLATFORM FOR SERVICES

INTEGRATION AND MARKET SUCCESS

22 SUCCESS BEYOND OUR CORE MARKETS

24 THE LEGACY OF VIMPELCOM FOUNDERS

PIONEERING SPIRIT

26 BOARD OF DIRECTORS

28 SENIOR MANAGEMENT

30 CORPORATE INFORMATION

31 OJSC VIMPELCOM AND KYIVSTAR

UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

4

8

11

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24 :

26

28 -

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31

CONTENTS

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VimpelCom Ltd. . 2009

innovativesolutions

Creating more

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32

I n April 2010, a new entity, VimpelCom Limited, completeda tender offer to exchange ownership of OJSC VimpelCom andUkraines Kyivstar for shares in V impelCom Limited, lis ted on theNew York Stock Exchange under the ticker symbol VIP previouslyheld by OJSC VimpelCom. With VimpelCom Ltd.s headquarters nowin Amsterdam, Netherlands, this transaction paves the way forthe transformation of two market leading companies into a globaltelecommunications player.

Today, we are the leading mobile operator in Russia, Ukra ine and

major countries of the Commonwealth of Independent States (CIS),with a solid footprint in South-East Asia as well. We have a combinedsubscriber base of nearly 90 million active mobile subscribers

and a strong fi nancial profile, including net operating revenues

of about US$10.1 billion and operating income of approximately

US$2.8 billion, on a combined 2009 pro forma basis.In the near-term, VimpelCom will focus on optimizing and

further strengthening its st rategic position, pursuing operationalimprovements and ef ficiencies in our core markets, and developingour recently launched or newly-acquired operations. Over the

medium and longer term, we will leverage our financial strength

and combined expertise to explore expansion opportunities in

other markets where we see significant value creation potential.Among others, we believe that the core benefits of this

transformational merger were as follows:

Creation of a leading emerging markets mobile operator withimproved positioning in existing markets and attractiveopportunities for in-market consolidation;

Enhancement of VimpelComs strategic profile;

Alignment of the interests of all shareholders; and

Establishment of a basis for a strong corporate structure.By building on this enhanced platform, our overall goal is to focus

on efficiency and to maximize total sha reholder returns through:

a commitment to a dividend payment of 50% of the annual freecash flows from Russian and Ukrain ian operations;

a business strategy of operating companies to maximize returnon capital employed; and

a disciplined approach to potential expansion opportunities.

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Jo Lunder,Chairman of the Board, VimpelCom Ltd.

, , .

Alexander V. Izosimov,President and Chief Executive Officer, VimpelCom Ltd.

, , .

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54

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W elcome to the new VimpelCom!This new entity, VimpelCom Limited, represents a new and

dynamic chapter in the histories of two highly successful

companies: OJSC VimpelCom and Kyivstar.

Today, we are one. But we are more we are a new platform

for shareholder value creation with an at tractive strategic profileand a strong financ ial position not simply a combination of two

market leaders that are highly complementary.

VimpelCom plans to deliver substantial shareholder value

by seizing both immediate opportunities and those that will

develop over time. As we move forward, our focus will be on

preserving the most valued features of OJSC VimpelCom and

Kyivstar, leveraging these strengths across the business, and

cementing our position as a stronger Company with greater

opportunities for sustainable growth and aiming to achieve

superior returns through operational excellence. We have

established clear short-term strategic objectives, which includesuccessfully integrating the ex isting businesses and achieving

operational synergies.

In the longer term, we are focused on pursuing value creation

by exploring geographical expansion into new emerging markets

through either controlling stakes in local operations, or substa ntial

stakes with a clear view to control. We will also continue to focus

on developing geographic clusters in those markets where we can

best apply our tested operational experience. At the core of our

strategic goals is a philosophy of responsible growth. We are going

to play fast, and smart, growing our top-line while maintaining

profitability.Today is definitely a new and dynamic chapter in our history

and one that will be marked by significant growth opportunities as

LETTER TO SHAREHOLDERS

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the global economy turns round. Our core markets provide us with

the opportunity to continue expanding our business. We expect

growth from mobile voice usage and data services, as well as f rom

our B2B and wholesale fixed-line businesses, as local economies

improve. We are also optimis tic about the fast growing broadband

market and the opportunity to capture incremental demand inthis area going forward.

The Companys broader CIS business now encompasses the

leading market position and best-in-class operating expertise in

Ukraine. The CIS countries and Georgia will also continue to be

sources of growth as these telecom markets development repeats

the Russian story in the mobile voice, data and fixed broadband

arenas.

Our strategy is clear enhanced return on capital. To achieve

this we plan to:

Insulate operating companies from potentially competing

shareholder objectives; Focus operating companies on execution of business plans

with overall strategic direction provided by management team

of VimpelCom;

Enhance scale, taking advantage of selected value-accretive

growth opportunities and operational efficiencies, both within

and outside the c urrent geographical footprint area;

Maintain strategic flexibility to re-prioritise objectives in

response to rapidly changing industry and macroeconomic

conditions; and

Generate sustainable cash flows in Russia, Ukraine and other

CIS countries and develop our operations in South-East Asia.We will differentiate ourselves among EMEA telecom players

by delivering the highest level of sustainable profitability and by

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being the only integrated EMEA operator providing a full spectrum

of telecom services.

We have maintained our listing on the New York Stock Exchange

under the ticker VIP, continuing a long and unique history. We

continue to focus on maintaining our sound balance sheet and

strong cash flows in support of our dividend policy, proposingto distribute at least 50% of free cash flow from Ukrainian and

Russian operations. Finally, we are committed to the highest level

of communications with the investment community through

leading levels of transparency and corporate governance.

In closing, we are very pleased to have t he opportunity to lead

VimpelCom at this important time in its history. We believe that

the outlook for the Company is bright and feel confident that we

will successfully take it to the next level.

We thank you for your support throughout this exciting

transformation and look forward to delivering on our commitment

to grow our business and deliver enhanced shareholder value inthe coming years.

Sincerely,

Jo Lunder, Alexander Izosimov,

Chairman of the Board President and Chief Executive Officer

, ,

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* Net income attr ibutable to VimpelCom, Kyivstar and VimpelCom Ltd. respectively.

VimpelCom

Kyivstar

Vimpelom Ltd.

KEY FINANCIAL HIGHLIGHTS

Net Income*, US $, mln , .

546

811

1,317467

1,122524

1,463

697968

2006 2007 2008 2009 2009 Pro-forma

Revenue, US $, mln, .

1,711

4,868

10,071

1,489

8,703

10,117

7,171

2,163

2,444

2006 2007 2008 2009 2009 Pro-forma

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768

1,397

2,792

577

2,5782,536

2,206

962

1,106

Operating income, US $, mln , .

2006 2007 2008 2009 2009 Pro-forma

Mobile Subscribers (mln) ()

21,5

45,5

86,622,0

64,661,0

51,7

23,6

23,5

2006 2007 2008 2009 2009 Pro-forma

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benefits to customers

Creating more

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V impelCom Ltd. combines the rich histories of two marketleading telecommunications companies into a new, strengthened

and transformed global player.

VimpelCom grew from a small start-up mobile operator in

Moscow, founded 18 years ago by a Russian scientist, Dmitry

B. Zimin and an American entrepreneur, Augie K. Fabela II, intothe leading integrated telecommunications operator it is today,

providing voice and data ser vices through a range of mobile, fixed

and broadband technologies across Russia, Ukrai ne, the rest of the

CIS countries of operation and South-East Asia.

Kyivstar was founded in 1994 and developed as a closed joined

stock company. It became the undisputed leader in Ukrainian

mobile communications, being number one on any operational and

financial criteria. Kyivstars excellent achievements has made it

a prominent operator in the telecom business of emerging markets.

VimpelCom was the first Russian company to list shares on the

New York Stock Exchange in 1996, which was a ground breakingevent that defined our future development as a transparent

Company with strong corporate governance.

Through the acquisition of Golden Telecom in February 2008,

VimpelCom became one of the leading companies in providing

fixed-line services in Russia a nd the CIS as well. And the Company

continued to expand its foothold in the fast-growing residential

broadband market in Russia, with its f ixed and mobile broadband

subscriber base reaching almost 2.3 million at 2009 year end.

The total number of active mobile subscribers of VimpelCom

Ltd. at the end of 2009 was about 90 million across the Companys

markets in Kazakhstan, Ukraine, Uzbekistan, Tajikistan, Georgia,

Armenia, Vietnam and Cambodia, including its core markets of

Russia and Ukraine.

The Beeline Brand is one of the most recognized names

in Russia and the CIS. The Beeline trademark has topped the

BACKGROUND AND HISTORY

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,

Brandz.

Millward Brown Optimor

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rankings of the most valuable Russian brands each year since

2005 and was included into Top 10 Global Telecom Brands list by

BrandZ. Beeline is also in the prestigious Top 100 Most Valuable

Global Brands ranking with an estimated value of $8.16 billion

according to Millward Brown Opt imor research.

Commitment to Corporate GovernanceVimpelCom has been always well-recognized by independent

analysts, agencies, and professional organizations as a leading

company in terms of transparency and corporate governance.

These areas are essential to our core values going forward as well,

and VimpelCom is continuing our established tradition of meeting

the highest standards of corporate governance.

The corporate and governance structure we have created aligns

the interest of all shareholders. The board structure is balanced

and includes three unaffil iated board members, three designated

by each of our strategic shareholders, Telenor and Altimo. Nosingle shareholder has any veto rights and our unaff iliated board

members hold any potential swing vote at the board of directors.

To ensure that management is equally aligned with the

interests of all shareholders, the Chairman of the Board and

Chief Executive Officer are unaffiliated with any strategic

shareholder. Finally, strong safeguard mechanisms are in place to

protect minority shareholders, including the requirement for a n

affirmative majority of non-related shareholders for the board to

take certain actions.

Social ResponsibilityVimpelCom has historically had a strong and ongoing

commitment to practicing the principles of social responsibility

and social partnership. Over the years, the Company developed

numerous programs aimed at improving the quality of life and

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helping to build and foster a strong and healthy society in its

markets, and will continue t his focus going forward.

The Social Outreach Policy of VimpelCom is just one example

of the Companys corporate citizenship. This program provides

educational support to children and youth to reach their full

potential, including New Technologies for Children throughwhich the Company provides access to the Internet for schools

located in remote areas. Today children of 63 rural schools in Russia

enjoy the services t hat earlier had been considered impossible.

VimpelCom also continues to actively participate in the

solutions to the most critical problems facing Ukrainian society

through its For the people, for the country programs. These

activities focus on providing concrete support to underprivileged

people, as well as the support of culture, sport and art.

Transformational LeadershipVimpelCom is led by President and Chief Executive Officer Alexander

Izosimov and the Chairman of the Board of Directors Jo Lunder, who

are both highly exper ienced professionals in the telecommunications

industry and very familiar with the underlying businesses.

Alexander was Chief Executive Officer and General Director of

OJSC VimpelCom from 2003 to April 2, 2009 and Jo served as Chief

Executive Officer and General Director of OJSC VimpelCom from

2001 to 2003, Chairman from 2003 to 2005 and has served on the

Board of Directors since 2002.

The executive management teams in the core operations

of VimpelCom are Boris Nemsic, Chief Executive Officer of OJSC

VimpelCom, Alexander Torbakhov, General Director of OJSC

VimpelCom, and Igor Lytovchenko, President of Kyivstar. They each

have already proven their ability to profitably manage and grow

operations through periods of explosive growth, macroeconomic

uncertainty and high volatility.

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V impelCom is a leading global telecom operator, witha combined active mobile subscriber base of nearly 90 million

customers. The strength of our legacy businesses in Russia,

Ukraine, the CIS and South-East Asia provides a st ronger platform

for future growth internally and externally.

The strategy for VimpelCom is clearly focused on return oncapital defined by the following key principles:

Maintaining a dominant market position in all markets where

we operate;

Providing a footing for expansion into new high-growth

geographies by pursuing a cluster development model; and

Focusing on return on capital employed.

In order to most effectively capitalize on immediate

opportunities and those that we will explore in the future,

VimpelCom will be managed on a unified basis, sharing marketing,

technical, and operational expertise. These synergies will

be captured in the near-term as we integrate the businesses.

Additionally, as we move forward, there will be opportunities

to leverage our unified management for ongoing operational

improvements and ef ficiencies.

Russia, Ukraine and the broader CIS are VimpelComs largest

markets with the greatest strategic focus in the near term. Our

operations in South-East Asia are very promising in the longer

term and there will be opportunities for expansion both in existing

markets and in new geographies.

In terms of new geographical expansion, the Company is

focused on markets where it sees the greatest potential for value

creation. This includes other areas in Asia, Afr ica, and the Middle

East. The strategy will focus on taking substantial stakes in

local assets w ith a clear path to control, as well a s on developing

geographic clusters in attractive regions.

FOCUS ON INVESTOR RETURNS

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1514

VimpelCom will also have greater access to capital markets as

a result of its strengthened balance sheet and cash generation

capacity. These factors, together with a highly experienced

management team, create a flexible and enhanced platform for

successful growth.

As return on capital will be our key focus, the Companysstrategic approach will remain disciplined, management will

pursue only high-return opportunities and we w ill return value to

shareholders as a matter of policy.

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financialstrengths

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more

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A lthough telecom markets in Russia, Ukraine and Kazakhstanhave matured with a very strong mobile penetration of more than

100% and penetration in Armenia and Georgia of about 90%,

significant opportunities for further development and growth

remain in VimpelComs core business.

The Company will focus less on subscriber market share and

more on revenue market share growth in each of these markets.

The key components of our strategy in these markets will be to

increase share of the high value subscriber market, stimulate

usage of value added services and improve subscriber loyalty.

Management sees increase in usage as the key revenue driver

going forward. As the global economy improves and disposable

income recovers, the Company should see a corresponding pick-up

in demand for mobile voice usage and data services.

Other local mobile markets, in which VimpelCom operates,

particularly Uzbekistan and Tajikistan, are s till in a phase of rapid

subscriber growth with penetration rates substantially lower than

in Russia. In these markets, man agement expects revenue growth

to come primarily from new subscribers in the short term and

increasing usage of voice and data traff ic in the longer term.

Improvement in the macro-economic environment will

also reinvigorate the regional development of national and

multinational corporations, driving the expansion of the

Companys B2B and wholesale fixed-line businesses. Throughout

the downturn, Vi mpelCom remained client-focused and, as a result,

retained the majority of large corporate clients by offering an

integrated combination of services.

VimpelCom also remains highly competitive in the small

and medium enterprise segment by providing a diverse range of

communication solutions at competitive prices. These positions

LEVERAGING STRENGTHSIN RUSSIA AND THE CIS

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bode well for the Companys growth as the macro economy

improves.

We see a significant opportunity in the fast-growing

residential broadband market in Russia and the CIS. Broadband

penetration is still low and we will capture incremental demand

going forward by leveraging our technological and marketing

strength and expertise. Throughout 2009, VimpelCom continued

to add residential broadband subscribers, including FTTB (fiber to

the building) and mobile broadband. Total broadband subscribers

exceeded 2.1 million in Russia, an increase of nearly 80% year-

over-year, and 145,000 in the CIS, representing an increase of about

274% y ear-over-year.

In 2009, all current 3G license requirements were fulfilled and

VimpelCom rolled out a 3G network in all regions of Russia. In 2010,

we will invest in 3G roll-out (especially in Moscow), fixed-line

broadband and transport infrastructure. We are confident that we

have enough capacity to accommodate the current demand and

maintain the high quality of our service.

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1918UKRAINE A PLATFORMFOR SERVICES INTEGRATIONAND MARKET SUCCESS

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The long-term attractiveness of the Ukrainian market re-mains intact. Many leading research houses and market experts

believe Ukraine has seen the bottom of the cycle and will demon-

strate a gradual recovery going forward.

In terms of the macroeconomic environment, Ukraine is

expected to rebound significantly in 2010, providing positive

impetus for the telecom market in particular.

This recovery is expected to be driven by:

Political stability;

Increase in domestic demand;

Reduction in inflation; and

Strengthening of the commodity markets.

Within Ukraine the telecom sector has shown stronger

resilience than other industries. His torically, the telecom market

in Ukraine has grown in line with the nominal GDP. Based on EIU

macro-economic research, nominal GDP in Ukraine is expected

to grow in the range of 8% to 21% from 2010 until 2014, driving

strong growth in t he telecom sector.

VimpelCom is the number one operator in Ukraine with

24 million subscribers and a market share of nearly 40% and is

perceived as the premium operator in terms of brand awareness,

quality of serv ice and network coverage. Through its multi-brand

strategy the Company has maintained its leadership with high

value subscribers, while still competing effectively in the mass

market and youth segments.

VimpelCom is well-positioned to capture future growth

opportunities in Ukraine based on a number of factors:

The leading position and proven track record of good

performance in highly competitive and volatile environment;

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shareholdervalue

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more

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2120

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The potential synergies from integration of VimpelComs

Ukraine existing operations and from future investments in

fixed-line and 3G roll-out; and

The financial strength, profitability and ca sh flow generation

of the combined Company.

VimpelCom aims to deliver profitable growth and shareholder

value by pursuing the following operational goals:

Building and maintaining strong relationships with our

customers;

Maintaining our strong position in network technology, service

quality and operational efficiency; and

Increasing revenues from value added services.

Future incremental growth is ex pected to come from broadband,

aided by our fixed-line operations. With a broadband household

penetration of around 10%, the Ukrainian market represents

a significant upside potential.

Going forward, the Company intends to focus on data

applications and products, and especially broadband, via both

fixed and mobile networks. We have already started to expand our

mobile broadband services by increasing capacity to provide EDGE

services throughout our Ukrainian GSM network. Additionally,

we are keenly monitoring regulatory developments regarding

a potential 3G license auction in Ukraine.

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2008 - - , -

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In 2008, VimpelCom expanded its reach beyond its traditionalCIS markets for the first t ime to include businesses in South-East

Asia, a region with fast growing populations, burgeoning economies

and rapidly growing telecom markets. Vietnam, Cambodia a nd Laos

have relatively lower penetration rates and are st ill in a phase of

subscriber growth.

VimpelCom began developing a cluster in South-East Asia

and building networks through a joint venture in Vietnam and

a subsidiary in Cambodia.

In May 2009, commercial operations were launched in Cambodia

and, by the end of 2009, the network covered almost 70% of the

total population and had nearly 370,000 mobile subscribers.

In July 2009, operations were launched in Vietnam via GTEL-

Mobile and quickly achieved first results with almost 2,000 base

stations on air, coverage of 32% of population and more than

20,000 points of sales. Beeline brand awareness in the Vietnamese

capital was at 86% as of year-end 2009.

In September 2009, VimpelCom signed an agreement for the

acquisition of a 78% stake in Millicom Lao., a mobile telecom

operator in Laos. Completion of the aquisition is subject to the

satisfaction or waiver of certain conditions, including the receipt

of regulatory approvals. The growth potential in Laos is highly

attractive, with a population of 6.5 million people and low mobile

penetration estimated at about 23%.

Laos is complementary to the operations in Vietnam and

Cambodia and the entry into this high-growth economy was the

next logical step of building a solid South-East Asian cluster.

We continue to focus on deploying our network and developing

sales and distributions channels in South-East Asia. Whiledevelopment is still in its early days, management is optimistic

about our operations in this region. With a very young population

SUCCESS BEYONDOUR CORE MARKETS

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base and a high demand for mobile services, VimpelCom is fully

prepared to deliver quality products to its customers.

Emergence of the highly profitable corporate segment is rapidly

developing due to the improved investment profile of the region

and rising disposable income. Additionally, the growing economies

of the region were not as severely affected by the global economic

crisis and we see strong grounds for expanding data transmission

and Internet connection services, which are i ncreasingly gaining

popularity.

We expect that VimpelComs enhanced scale and financial

strength will allow us to effectively grow our position in these

markets. This part of the world has the key components to become

another source of growth for the Companys operations.

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Co-Founder and Chairman Emeritus

Augie K. Fabela II

- . II

VimpelComs Founder

and Honorary President

Dr. Dmitri B. Zimin

-

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1992 1996 ,

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V impelComs Founder and Honorary President Dr. DmitriB. Zimin and Co-Founder and Chairman Emeritus Augie K.

Fabela II have inspired the Companys transparency, strong

corporate governance, quality, innovation and a pioneering

spirit values and characteristics that have made VimpelCom

unique in Russia and a leader in the industry. They led VimpelCom

from its inception in 1992, to its history-making step of becoming

the first Russian company to be listed on the New York Stock

Exchange in 1996. Messrs. Zimin and Fabela laid the foundation

that has made VimpelCom one of the leading global telecom players

operating in emerging markets.

THE LEGACY OF VIMPELCOMFOUNDERS PIONEERING SPIRIT :

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BOARD OF DIRECTORS

Mikhail M. FridmanChairman of the Supervisory Board,Alfa Group ConsortiumChairman of the Board of Directors,TNK-BP

, - ,TNK-BP

Jon Fredrik BaksaasPresident and Chief Executive Officer,Telenor Group

, Telenor Group

Jo LunderChairman of the Board, VimpelCom Ltd.Executive Vice President, Ferd ASChairman of the Board: Swix Sport AS

, . -,Ferd AS : SwixSport AS

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2726

Alexey M. ReznikovichChief Executive Officer, Altimo

,Altimo

Jan Edvard ThygesenExecutive Vice President, Telenor ASAHead of Central and Eastern Europeanoperations, Telenor

-,Telenor ASA

,

Leonid R. NovoselskyGeneral Director, OOO GK Gradient

,

Ole Bjorn SjulstadHead of Telenor, Russia

Oleg A. MalisSenior Vice President, Altimo

-, Altimo

Hans Peter KohlhammerChief Executive Officer,Kohlhammer Consulting

Kohlhammer Consulting

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Alexander V. IzosimovPresident and Chief ExecutiveOfficer, VimpelCom Ltd. , .

Andrew SimmonsChief Financial Officer, Kyivstar

,

Elena A. ShmatovaExecutive Vice President,Chief Financial Officer, OJSCVimpelCom -, ,

Alexander Yu. TorbakhovGeneral Director, OJSC VimpelCom

,

Boris NemsicChief Executive Officer,OJSC VimpelCom

Igor V. LytovchenkoPresident, Kyivstar

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2928SENIOR MANAGEMENT-

Alexander V. IzosimovPresident and Chief Executive Officer,VimpelCom Ltd.

Boris NemsicChief Executive Officer, OJSC VimpelCom

Alexander Yu. TorbakhovGeneral Director, OJSC VimpelCom

Elena A. ShmatovaExecutive Vice President,Chief Financial Officer, OJSC VimpelCom

Igor V. LytovchenkoPresident, Kyivstar

Andrew SimmonsChief Financial Officer, Kyivstar

, .

,

,

-, ,

,

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CORPORATE INFO

Legal Advisers

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

Independent Auditors

Ernst & Young

Depositary Bank

The Bank of New York Mellon

CUSIP #92719A106

Custodian Bank

The Bank of New York Mellon (London)

Primary Trading Information

NYSE: VIP (ADS)

Requests for Corporate Information:

VimpelCom Ltd.

Strawinskylaan 3051,

1077ZX Amsterdam,the Netherlands

[email protected]

www.vimpelcom.com

FD

Wall Street Plaza, 88 Pine Street, 32nd Floor

New York, N.Y. 10005

USA

Tel.: +1 (212) 850-5600

Fax: +1 (212) 850-5790

www.fd.com

, , , ...

-

-

CUSIP #92719A106

-

- ()

- : VIP ()

:

.

3051,

1077ZX ,

[email protected]

www.vimpelcom.com

88 , 32-

-, - 10005

Te.: +1 (212) 850-5600

: +1 (212) 850-5790

www.fd.com

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3130OJSC VIMPELCOM AND KYIVSTAR UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

, , ( ) .

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The following unaudited pro forma condensed combined financial information of VimpelCom Ltd. is being provided to give a better understanding

of what VimpelCom Ltd.s results of operations and financial position might have looked like had the pro forma adjustment transactions occurred

on an earlier date. This information does not purport to indicate the results that actually would have been obtained had the pro forma adjustment

transactions been completed on the dates indicated, nor does thi s information purport to indicate the results which may be realized i n the future.

You should not rely on the following information as being indicative of the historical results that OJSC VimpelCom and Kyivstar would have had or

the future results that we w ill experience after actual completion of the Transactions.

The unaudited pro forma condensed combined financial information presents the combined statements of income of OJSC VimpelCom and

Kyivstar (as further discussed below in Note 1 to the unaudited pro forma condensed combined financial information) as if the pro forma adjustment

transactions had occurred as of January 1, 2009. The information is presented as if the Transactions closed on December 31, 2009, for purposes of

the unaudited pro forma condensed combined balance sheet.

The unaudited pro forma condensed combined financial information does not include any historical data for VimpelCom Ltd. because it has not

conducted any business during the periods presented.

The unaudited pro forma condensed combined financial information gives effect to the Transact ions as transactions to be accounted for under

the acquisition method of accounting in accordance with ASC 805, under which OJSC VimpelCom is deemed to acquire VimpelCom Ltd. for accounting

purposes, and VimpelCom Ltd., as accounting successor to OJSC VimpelCom, is deemed to acquire Kyivstar. The unaudited pro forma condensed

combined financial information is prepared in accordance with U.S. GAAP, is presented in U.S. dollars and has been derived from and should be read

in conjunction with the OJSC VimpelCom Financial Statements, prepared in accordance with U.S. GAAP, the Kyivstar Financial Statements, prepared

in accordance with IFRS, as issued by the IASB, and presented in Ukrainian hr yvnia. The historical Kyivstar amounts reflected in the unaudited

pro forma condensed combined financial information have been derived from the Kyivstar Financial Statements prepared under IFRS, as issued by

the IASB, and reconciled to U.S. GAAP, as further discussed below in Note 1 to the unaudited pro forma condensed combined financial information.

The pro forma adjustments to the unaudited pro forma condensed combined financial information are limited to those that are (1) directly

attributable to the pro forma adjustment transactions, (2) factually supportable, and (3) with respect to the statements of income, expected to have

a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not reflect, for example:

any integration costs that may be incurred as a result of the implementation of our strategy;

any debt that may be incurred in connection with t he Squeeze-out;

any synergies, operating efficiencies and cost savings that may result from implementation of our strategy;

any benefits that may be derived from our growth prospects; or

changes in rates for services or exchange rates subsequent to the dates of the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

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3332

We have not commenced or implemented any integration initiatives or actions with respect to either OJSC VimpelCom or Kyivstar. Accordingly,

additional liabilities may be incurred in connection with the implementation of our strategy for the combined companies or the completion of

the Transactions.

For purposes of the unaudited pro forma condensed combined financial information, we have assumed that all OJSC VimpelCom shareholders will

participate fully in the Offers and will elect to receive DRs. If less than 100% of OJSC VimpelCom shares are tendered into the Offers, we will commence

the Squeeze-out to acquire all remaining shares for cash, as described under The Offers Effects of the Offers and the Russian Squeeze-out Proceedings.

The total amount of cash required to acquire the remaining OJSC VimpelCom shares in the Squeeze-out could be approximately US$1,000.0 million,

based on the as sumptions and subject to the caveats discussed below in Note 3 to the unaudited pro forma condensed combined financial information.

Since the Kyivstar Share Exchange has not yet been completed, we have preliminarily estimated the fair value of Kyivstars identifiable assets and

liabilities and contingent liabilities as of December 31, 2009, based on information available to us on December 31, 2009. We are not aware of any assets

or liabilities t hat would need to be recognized in addition to those included in the unaudited pro forma balance sheet. The final estimated valuation

for all assets, liabil ities and contingent liabilities will be updated as of the Closing Date to reflect possible refinements in the valuation approach,

as well as to take into account relevant factors, such as the time elapsing between December 31, 2009 and the Closing Date, changes in market

conditions and new or additional information as it becomes available during this period.

Potential changes occurring between the date of this prospectus and the Closing Date that may impact the final es timates of the fair value ofthe identified assets, liabilities and contingent liabilities may relate, but are not limited, to t he following areas:

Changes in exchange rates, changes in interest rates, and/or volatility in financial markets;

Changes in market conditions that would impact revenues and/or margins, changes in future expectations in terms of revenue growth or changes

in margins, or new entrants to the market; and

Acquisitions and/or disposals of assets.

In the consolidated financial statements that will be prepared as of the Closing Date, Kyivstars identifiable assets, liabilities and contingent

liabilities will be recognized at fair value, and any excess of the cost of the acquisition over the net fai r value of the identifiable assets, l iabilities and

contingent liabilities will be recognized as goodwill.

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V mpelCom td. . 2009

VIMPELCOM LTD.


STATEMENT OF INCOME

For the Year Ended December 31, 2009

HistoricalOJSC VimpelCom

HistoricalKyivstar

Pro FormaAdjustments

Pro FormaCondensedCombined

Amounts in accordance with U.S. GAAP(US$ in thousands, except per share amounts)

Operating revenues 8,710,562 1,488,651 (120,786) [b],[c] 10,078,427

Revenue based tax (7,660) (7,660)

Net operating revenue 8,702,902 1,488,651 (120,786) 10,070,767

Operating expenses:

Ser vice costs 1,989,120 267,216 (86,707) [c] 2,169,629Selling, general and adminis trative expenses 2,389,998 390,104 2,780,102

Depreciation and amortization 1,694,167 225,370 327,630 [b] 2,247,167

Impairment loss 26,606 26,606

Provision for doubtful accounts 51,262 4,065 55,327

Total operating expenses 6,124,547 913,361 240,923 7,278,831

Operating income 2,578,355 575,290 (361,709) 2,791,936

Other income and expenses:

Interest income 51,714 68,624 120,338

Net foreign exchange (loss)/gain (411,300) (5,775) (417,075)

Interest expense (598,531) (4,976) (603,507)Other (expenses)/income, net (67,877) (7,269) (75,146)

Total other income and expenses (1,025,994) 50,604 (975,390)

Income before income taxes 1,552,361 625,894 (361,709) 1,816,546

Income tax expense (benefit) 435,030 159,325 (90,427) [b] 503,928

Net income 1,117,331 466,569 (271,282) 1,312,618

Net income attributable to noncontrolling interest (4,499) (4,499)

Net income (loss) attributable to VimpelCom Ltd. 1,121,830 466,569 (271,282) 1,317,117

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3534


HistoricalKyivstar



Amounts in accordance with U.S. GAAP(US$ in thousands, except per share amounts)

Basic EPS: Net income attributable to VimpelCom Ltd. per share 21.71 19.70

Weighted average common shares outstanding (thousand) 50,647 15,083 65,730

Net income attributable to VimpelCom Ltd. per DR equivalent 1.09 0.98

Diluted EPS:Net income attributable to VimpelCom Ltd. per share 21.69 19.69

Weighted average diluted shares (thousand) 50,678 15,083 65,761

Net income attributable to VimpelCom Ltd. per DR equivalent 1.08 0.98

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. 2009


HistoricalKyivstar



Amounts in accordance with U.S. GAAP(US$ in thousands)

ASSETS

Current assets:

Cash and cash equivalents 1,446,949 151,678 1,598,627

Trade accounts receivable, net of allowance for doubtful accounts 392,365 64,742 457,107

Deferred income taxes 91,493 29,443 120,936Due from related parties 249,631 9,908 (5,531) [c] 254,008

Other current assets 786,170 131,928 918,098

Total current assets 2,966,608 387,699 (5,531) 3,348,776

Property and equipment, net 5,561,569 784,266 249,819 [a] 6,595,654

Goodwill 3,284,293 2,805,406 [a] 6,089,699

Other intangible assets, net 1,242,962 26,886 1,422,739 [a] 2,692,587

Software, net 448,255 108,524 83,582 [a] 640,361

Other assets 1,228,854 24,044 1,252,898

Total assets 14,732,541 1,331,419 4,556,015 20,619,975

Liabilities, redeemable noncontrolling interest and equityCurrent liabilities:

Accounts payable 545,690 69,208 614,898

Due to related parties 9,211 2,031 (5,531) [c] 5,711

Accrued liabilities 429,034 26,937 455,971

Taxes payable 212,767 16,860 229,627

Customer advances and deposits 404,507 94,075 (28,583) [a] 469,999

Short-term debt 1,813,141 87 1,813,228

Total current liabilities 3,414,350 209,198 (34,114) 3,589,434

Deferred income taxes 596,472 446,181 [a] 1,042,653

VIMPELCOM LTD.


BALANCE SHEET

As of December 31, 2009

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3736


HistoricalKyivstar


Pro Forma

CondensedCombined

Amounts in accordance with U.S. GAAP(US$ in thousands)

Long-term debt 5,539,906 6,415 5,546,321

Other non-current liabilities 164,636 6,320 170,956

Commitments, contingencies and uncertainties

Redeemable noncontrolling interest 508,668 508,668

Shareholders equityShare capital 920,328 82,268 (82,268) [a] 6,173,762

5,253,434 [a]

Retained earnings and accumulated other comprehensive income 3,586,215 1,027,218 (1,027,218) [a] 3,586,215

Total VimpelCom Ltd. shareholders equity 4,506,543 1,109,486 4,143,948 9,759,977

Noncontrolling interest 1,966 1,966

Total equity 4,508,509 1,109,486 4,143,948 9,761,943

Total liabilities, redeemable noncontrolling interest and equity 14,732,541 1,331,419 4,556,015 20,619,975


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. 2009

Note 1 Basis of Pro Forma PresentationThe unaudited pro forma condensed combined statement of income for VimpelCom Ltd. is presented for the year ended December 31, 2009. An

unaudited pro forma condensed combined balance sheet for VimpelCom Ltd. is presented as of December 31, 2009. The unaudited pro forma condensed

combined financial information does not include any data for VimpelCom Ltd. because it has not conducted any business during the period presented.

The unaudited pro forma condensed combined financial information is presented in accordance with U.S. GAAP. The historical fi nancial

statements of OJSC VimpelCom are prepared in accordance with U.S. GAAP and presented in U.S. dollars, while the historical fina ncial statements

of Kyivstar are prepared in accordance with IFRS, as is sued by the IASB, a nd presented in Ukrainian hry vnia. For the purpose of the unaudited

pro forma condensed combined financial information, Kyivstar s financial statements have been reconciled to U.S. GAAP and a U.S. dollar

presentation. This reconciliation has not been audited. The differences between Kyivstars historical f inancial statements and the Kyivstar column

in the unaudited pro forma condensed combined financial information relate to:

(a) The change in the reporting currency from Ukrainian hryvnia to U.S. dollars (Kyivstars historical statement of income has been translatedinto U.S. dollars using average exchange rates and Kyivstars balance sheet as of December 31, 2009, has been translated into U.S. dollars using

the exchange rate prevailing on the balance sheet date (UAH 7.98 per US$1.00));

(b) Cer tain reclassifications to align the classification of assets and liabilities with U.S. GAAP requirements, including reclassification from non-

current to current liabilities and assets; and

(c) Differences between U.S. GAAP and IFRS associated with t he reversal of impairment losses, the determination of discount rates for pension plans,

the treatment of certain costs, and the t ax effects associated w ith these differences. The impact of these differences on the unaudited pro forma

condensed combined statements of income and balance sheet are as follows (amounts in thousands of U.S. dollars):

Historical Captions Year Ended December 31, 2009 Pro Forma Captions

Cost of materials and traffic charges (1,400) Service costs

Salaries and personnel costs 461

Selling, general and

administrative expenses

Impair ment loss reversal (increase in expense) 11,630 Impair ment loss

Income tax expense (decrease) (2,673) Income tax expense (benefit)

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Historical Captions As of December 31, 2009 Pro Forma Captions

Deferred expenses (decrease) (8,528) Other current assets

Employee benefit l iabi li ty current (decrease) 6 Due to related parties

Employee benefit liability increase (1,028) Other non-current liabilities

Property and equipment, net (decrease) (11,352) Property and equipment, net

Deferred tax decrease 5,226

Deferred income taxes current

and non-current

Net equity (decrease) 15,676

The unaudited pro forma condensed combined financial information gives effect to the Kyivstar Share Exchange using the acquisition method of

accounting in accordance with ASC 805, which OJSC VimpelCom adopted on January 1, 2009. For accounting purposes, VimpelCom Ltd., as accountingsuccessor to OJSC VimpelCom, is deemed to acquire Kyivstar. In a transaction in which the consideration is not in the form of cash, the acquisition

consideration (which is equivalent to the purchase price) is measured based on the fair value of the consideration given or the fair value of the assets

(or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. The acquisition method of accounting uses the fair

value concepts defined in ASC 820, Fair Value Measurements and Disclosures, which OJSC VimpelCom adopted on Janua ry 1, 2009. ASC 805 requires,

among other things, that most assets acquired and liabilit ies assumed be recognized at their acquisition date fair values and that the fair value

of intangibles are recognized regardless of their intended use. In addition, ASC 805 establishes that the consideration transferred be measured at

the closing date of the acquisit ion at the then-current market price. This part icular requirement may result in the final consideration being valued

differently from the amount reflected in these unaudited pro forma condensed combined financial statements. See Note 2 to the unaudited pro forma

condensed combined financial information for the est imate of the value of t he consideration expected to be transferred in t he Transactions.

Since the Kyivstar Share Exchange has not yet been completed, we have preliminarily estimated the fair value of Kyivstars identifiable assets

and liabilities and contingent liabilities of Kyivstar as of December 31, 2009, based on information available to us on December 31, 2009. We are not

aware of any assets or liabilities that would need to be recognized in addition to those included in the unaudited pro forma balance sheet. The final

estimated valuation for all assets, liabilities and contingent liabilities w ill be updated as of the Closing Date to reflect possible refinements in

the valuation approach, as well as to take into account relevant factors, such as the time elapsing between December 31, 2009 and the Closing Date,

changes in market conditions and new or additional information as it becomes available during this period.


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Potential changes occurring between the date of this prospectus and the Closing Date that may impact the final es timates of the fair value of

the identified assets, liabilities and contingent liabilities may relate, but are not limited, to t he following areas:

Changes in exchange rates, changes in i nterest rates, and/or volatility in financial markets;

Changes in market conditions that would impact revenues and/or margins, changes in future expectations in terms of revenue growth or changes

in margins, or new entrants to the market; and

Acquisitions and/or disposals of assets.

In the consolidated financial statements that will be prepared as of the Closing Date, Kyivstars identifiable assets, liabilities and contingent

liabilities will be recognized at fair value, and any excess of the cost of the acquisition over the net fai r value of the identifiable assets, l iabilities and

contingent liabilities will be recognized as goodwill.

No amounts have been included in the pro forma purchase price allocation for estimated costs to be incurred to achieve savings or other benefits

of the Transactions. Similarly, the u naudited pro forma condensed combined financial information does not reflect any cost savings or other benefitsthat may be obtained through synergies among the operations of OJSC VimpelCom and Kyivstar.

No acquisition related transaction costs, including advisory and legal fees, which are directly attributable to t he pending transaction have been

recognized in the unaudited pro forma condensed combined financial information.

When presenting earnings per share amounts in the unaudited pro forma condensed combined statements of income for the unaudited combined

results, we have assumed that all OJSC VimpelCom shareholders will participate fully in the Offers and will receive only DRs as consideration in order to

determine the esti mated total number of VimpelCom Ltd.s issued and outstanding shares.

Note 2 Description of the Pro Forma Adjustment Transactions

In the Share Exchange Agreement, the Telenor Parties and the Alfa Parties have agreed to restructure their ownership interests in Kyivstar

and OJSC VimpelCom by contributing such interests to VimpelCom Ltd., or to VimpelCom Holdings, which will become a wholly owned subsidiary of

VimpelCom Ltd. upon completion of the Transactions. The parties have agreed that immediately upon completion of the Offers, the parties will cause

the following actions to occur in furtherance of the Kyivstar Share Exchange:

the Alfa Parties will contribute to VimpelCom Holdings 99.99% of their ownership interests in Storm, which in turn owns 43.5% of Kyivstars

outstanding shares, in exchange for 6,557,635 VimpelComHoldings common shares, and to VimpelCom Ltd. 0.01% of their ownership interests in

Storm in exchange for 13,120 VimpelCom Ltd. common shares. The Alfa Parties will then transfer their VimpelCom Holdings common shares to

VimpelCom Ltd. in exchange for 131,152,700 VimpelCom Ltd. common shares; and

the Telenor Parties will contribute their Kyivstar shares to VimpelCom Holdings in exchange for 8,524,363 VimpelCom Holdings shares. The Telenor

Parties will then transfer their VimpelCom Holdings shares to VimpelCom Ltd. in exchange for 170,487,260 VimpelCom Ltd. common shares.

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VimpelCom Ltd. will own one share of OJSC VimpelCom, approximately 0.01% of Kyivstar (indirectly) and 100% of VimpelCom Amsterdam, which in

turn will own 100% of VimpelCom Holdings, which in turn will own 100% minus one share of OJSC VimpelCom and approximately 99.99% of Kyivstar.

Following the successful completion of the Offers and the Squeeze-out, the existing shareholders of Kyivstar and the e xisting shareholders of

OJSC VimpelCom who elect to receive DRs, including the Alfa Parties and the Telenor Parties, will own 100% of OJSC VimpelCom and Kyivstar through

their ownership of all of VimpelCom Ltd.s outstanding shares.

The preliminary fair value of the Kyivstar Share Exchange is estimated as the market capitalization of OJSC VimpelCom divided by an agreed upon

equity conversion ratio of 1:3.4. For the purpose of this pro forma adjustment, OJSC VimpelComs market capitalization is calculated as the number of

outstanding OJSC VimpelCom common shares as of December 31, 2009 (the most recent balance sheet date) multiplied by the ADS conversion factor

(20 OJSC VimpelCom ADSs to 1 OJSC VimpelCom common share) multiplied by the quoted market price of an OJSC VimpelCom ADS as of March 23, 2010

(the most recently available date for the pro forma adjustment calculation), which is US$17.61. The Kyivstar Share Exchange does not attribute any

value to the OJSC VimpelCom preferred shares in determining OJSC VimpelComs market capitalization for the purposes of this calculation.

The following is an example of the calculation of the consideration for Kyivstar (US$ and number of shares in thousands):

OJSC VimpelCom issued and outstanding common shares 50,715

Shares to ADS conversion ratio (20 to 1) 20

OJSC VimpelCom ADS outstanding 1,014,292

OJSC VimpelCom ADS price 17.61

17,861,675

OJSC VimpelCom to Kyivstar exchange ratio (1 to 3.4) 0.2941

Kyivstar Purchase Price US$5,253,434

The Kyivstar purchase price is sensitive to changes in the market price of OJSC VimpelCom ADSs. Each 10.0% change (increase or decrease) in

the OJSC VimpelCom market ADS price on the Closing Date (from US$17.61, the market price used above) would impact the Kyivstar consideration by

US$525,343.4 thousand.

For illustrative purposes only, we have prepared a sensitivity analysis using a hypothetical 40.0% change in the market price of

the OJSC VimpelCom ADSs from the price used in the calculation above. If the market price of the OJSC VimpelCom ADSs decreased by 40.0% to

US$10.57, the Kyivstar purchase price would be US$3,152,060.2 thousand. If the market price of the OJSC VimpelCom ADSs increased by 40.0% to

US$24.65, the Kyivstar purchase price would be US$7,354,807.2 thousand.

Based on these possible outcomes and the preliminary valuation of Kyivstars assets and liabilities, the differences between these outcomes and

the Kyivstar purchase price calculated above would be recorded as an adjustment to goodwill. The historical market price of the OJSC VimpelCom ADSs

is not indicative of t he future market price. The sensitiv ity analysis has been prepared for illustrative purposes only and actual results could differ

materially.


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Note 3 VimpelCom Ltd. Sensitivity Analysis of the OffersVimpelCom Ltd. is offering to acquire all, and in any event more than 95.0%, of OJSC VimpelComs outstanding shares, including OJSC VimpelCom

common shares represented by OJSC VimpelCom ADSs. For purposes of the unaudited pro forma condensed combined financial information, we have

assumed that all OJSC VimpelCom shareholders will participate fully in the Offers and will elect to receive DRs. If less than 100% of OJSC VimpelCom

shares are tendered into the Offers, we will commence the Squeeze-out to acquire all remaining shares for cash, as described under The Offers

Effects of the Offers and the Russian Squeeze-out Proceedings.If only 95.0% (plus one share) of the OJSC VimpelCom shares are tendered into

the Offers, the minimum amount possible to satisf y the minimum acceptance condition, we estimate that the total amount of cash required to acquire

the remaining 2,885,381 OJSC VimpelCom shares in the Squeeze-out would be US$1,016,231.2 thousand, based on the following assumptions:

the cash consideration paid to the remaining OJSC VimpelCom shareholders in the Squeeze-out is equal to US$17.61, the closing market price on

the NYSE of an OJSC VimpelCom ADS on March 23, 2010 (the most recently available date for the pro forma adjustment calculation); and

the total number of outstanding OJSC VimpelCom shares is equal to the number of shares outstanding on December 31, 2009, as reported by

OJSC VimpelCom.

This information is provided for illustrative purposes only. The actual shares tendered in the Offers could be between 95.0% (plus one share)

and 100% of OJSC VimpelComs outstanding shares. If VimpelCom Ltd. undertakes the Squeeze-out, the financial statements would be impacted by

the debt and related interest effect of any financing used to acquire the remaining s hares, and acquiring less than 100% of OJSC VimpelComs shares in

the Offers would reduce the total number of VimpelCom Ltd.s outstanding shares proportionally.

Note 4 Kyivstar Pro Forma Adjustments

[a] Preliminary purchase accounting has been applied to the pro forma condensed combined balance sheet as of December 31, 2009, as if

the Kyivstar Share Exchange occurred at t hat date. The pro forma adjustment represents preliminary fair value adjustments to the assets and

liabilities deemed acquired. The preliminary fair value allocation has been performed based on assessments of information available as of the date

of this prospectus. The assessment of fair value adjustments will be reassessed and updated as necessary, and recognized in our f inancial statements

as of the Closing Date in accordance with ASC 805.

The following is a summary of the var ious methods used to value the Kyivstar assets purchased. Property and equipment and software have been

valued primarily by using the cost method. Mobile licenses have been valued using the Greenfield and market methods. Customer relationships have

been valued using the multi- period excess earnings method. Trademarks have been valued primarily using the relief-from-royalty method.

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Intangible Assets and Software

Preliminary fair values, fair value adjustments (amounts in thousands of U.S. dollars) as of December 31, 2009, and estimated remaining useful

lives (referred to in this section as RUL), in years, are est imated as follows:

Fair Value RUL

Mobile licenses 276,190 15

Trademarks 213,033 15

Customer relationships 960,401 7-15

Software 192,105 2-6

Total fair value intangible assets 1,641,729

Less total book value of intangible assets (135,409)

Adjustments to intangible assets including software 1,506,320

The deferred tax li ability effects related to the adjustments are est imated at US$376,580.0 thousand using a 25.0% statutory tax rate.

Property and Equipment

Preliminary fair values, fair value adjustments (amounts in thousands of U.S. dollars) as of December 31, 2009, and RUL, in years, a re estimated

as follows:

Total fair value of property and equipment 1,034,085 2-25

Less total book value of property and equipment (784,266)

Adjustment to property and equipment 249,819

The deferred tax li ability effect related to the adjustment is esti mated at US$62,454.8 thousand using a 25.0% statutory ta x rate.

Deferred Revenue

The estimated fa ir value of the contractual obligation to perform services in the future related to amounts recognized as customer advances

and deposits in the historical balance sheet of Kyivstar and is estimated to be US$48,424.2 thousand as of December 31, 2009. The performance

obligation relates to unused time on prepaid scratch cards. As of December 31, 2009, the amount recognized in customer advances and deposits in

Kyivstars historical balance sheet was US$77,007.4 thousand. This balance also included deferred connection and set-up services for which no future

service obligation exists. Therefore, a pro forma adjustment of US$28,583.2 thousand was made to the unaudited pro forma balance sheet to adjust

the recorded amount (US$77,007.4 thousand) to the estimated fair value (US$48,424.2 thousand) as of December 31, 2009. The deferred tax effect,

using a statutory tax rate of 25.0%, was US$7,145.8 thousand.


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Goodwill

The preliminary purchase price is allocated to the estimated fair value of identifiable assets, assumed liabil ities and goodwill as follows (amounts

in thousands of U.S. dollars):

Fair value of consideration of Kyivstar Share Exchange 5,253,434

Less book value of net assets as of December 31, 2009 (1,109,486)

4,143,948

Preliminary adjustments to the fair values of:

Property and equipment 249,819

Intangible assets 1,422,739

Software, net 83,582

Customer advances and deposits 28,583

Fair value adjustments applied to identified assets 1,784,723

Less non-current deferred tax applied at 25.0% (446,181)

Total fair value adjustments, net of tax effect (1,338,542)

Goodwill 2,805,406

The book value of net assets in the table above of US$1,109,486 thousand has been adjusted against Kyivstars share capital of US$82,268 thousand

and retained earnings and accumulated other comprehensive income of US$1,027,218.

[b] Preliminary purchase accounting has been applied to the unaudited pro forma condensed combined statement of income for the year ended

December 31, 2009, as if t he Kyivstar Share Exchange had occurred at January 1, 2009. Kyivstar financial information in Ukrainia n hryvnia has been

translated to U.S. dollars applying an average exchange rate of UAH 7.79 per U.S. dollar for the year ended December 31, 2009. As required by ASC 805related to the purchase accounting in connection with the Kyivstar Share Exchange, pro forma adjustments have been made to reflect additional

depreciation and amortization as follows (amounts in thousands of U.S. dollars):

Year Ended December 31, 2009

Depreciation (58,443)

Amortization (269,187)

Income tax benefit 81,908

The statutory income tax rate of 25.0% has been applied to the pro forma adjustments noted above. We did not identify intangibles with indefinite

useful life except for goodwill.

4544

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A portion of the customer relationships will be amortized using the declining balance method over 9 and 8 years for contract and prepaid

customers, respectively. The estimated amortization charge for the next five years is as follows (amounts in thousands of U.S. dollars):

Year Amount

2010 135,387

2011 100,049

2012 74,030

2013 54,847

2014 40,687

As discussed in Note 1, the valuation of intangible assets and property a nd equipment is not finalized and the es timated fair value may change,

which would impact amortizat ion and depreciation expense in t he unaudited pro forma condensed combined statement of income. For illustrative

purposes only, a 10.0% change in the estimated fair value of the intangible assets would have an impact on the amortization expense of US$32,267.7

thousand for the year ended December 31, 2009. Additionally, a 10.0% change in the es timated fair value of the property and equ ipment would have

an impact on the depreciation expense of US$23,032.4 thousand for the year ended December 31, 2009.

The estimated remaining useful lives for intangible assets and equipment are based on a preliminary evaluation of the assets being acquired.

As furt her evaluation of the property and equipment acquired is performed, there could be changes in the estimated remaini ng useful lives.

To demonstrate the sensitivity of the pro forma depreciation and amortization expense to changes in the estimated remain ing useful lives, a nd/or

estimated amortiz ation rates, the following table shows the impact of a hypothetical 10.0% increase or decrease in the estimated remaining useful

life for property and equipment and estimated amorti zation rates for intangible assets for the year ended December 31, 2009 (amounts in thousands

of U.S. dollars):


Property and Equipment

Increase (decrease) in depreciation expense

10.0% increase in estimated remaining useful lives (16,868)

10.0% decrease in estimated remaining useful lives 20,418

Intangible Assets

Increase (decrease) in amortization expense

10.0% increase in estimated amortization rates (28,669)

10.0% decrease in estimated amortization rates 30,864

This sensitivity a nalysis is provided for illustrative purposes only. The actual change in estimated remaining useful lives, if a ny, could be

materially different.


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The adjustment to operating revenue reflects the reversal of deferred revenue recognized by Kyivstar for which VimpelCom Ltd. has no further

contractual performance obligation as of January 1, 2009. These deferred amounts had been recognized in Kyivstars historical s tatements of income

for the year ended December 31, 2009. The following table shows the effects of reversing these amounts, including an applied statutory tax rate with

respect to the Kyivstar adjustments of 25.0% (amounts in thousands of U.S. dollars):


Operating revenues (34,078)

Income tax benefit 8,520

[c] The pro forma adjustment reflects elimination of intercompany transactions between Kyivstar and OJSC VimpelCom (amounts in thousands of

U.S. dollars):

Statement of income, for the year ended December 31, 2009:

Operating revenues (86,707)

Service costs (86,707)

Balance sheet as of December 31, 2009:

Due from related parties (5,531)

Due to related parties (5,531)

Notes

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Notes

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Documents

Beeline AR 2009