Subject to the terms and conditions of the private Exchange Offer, it is contemplated that eligible holders who properly tender (and do not withdraw) their Existing Notes on or prior to 5:00 p.m. (EST) May 4, 2006, will receive New Notes in the same principal amount as the Existing Notes plus a cash consideration payment, including an early submission cash payment. Eligible holders who properly tender (and do not withdraw) their Existing Notes after 5:00 p.m. (EST) May 4, 2006 but prior to the Exchange Offer deadline of 5:00 p.m. (EST) May 18, 2006 will receive New Notes in the same principal amount as the Existing Notes plus a cash consideration payment, less the early submission cash payment. In both cases, eligible holders whose tendered Existing Notes are accepted will receive an amount in cash equal to the accrued and unpaid interest in respect of the Existing Notes to (but excluding) the settlement date. Additional cash consideration may be paid based on the results of the Concurrent Offer (as defined below). The purpose of the exchange offer is to lengthen VimpelCom’s debt maturity profile and to take advantage of current market conditions as well as to create a new liquid longer dated benchmark in the public credit market

Prior to the expiration of the Exchange Offer, VimpelCom intends to offer a principal amount of New Notes (the “Concurrent Offer”), issued by, but without recourse to, the Bank, such that the aggregate amount of New Notes issued in the Exchange Offer and the Concurrent Offer will total up to US$500 million. VimpelCom intends to use the net proceeds from the Concurrent Offer to continue the development and expansion of its networks.