OJSC VimpelCom Board Recommends Exchange Offer by VimpelCom Ltd.

MOSCOW and NEW YORK, Feb. 9 /PRNewswire-FirstCall/ -- Open Joint Stock Company "Vimpel-Communications" (the "Company") (NYSE: VIP) today announced that the Company's board of directors has unanimously recommended that the Company's shareholders and holders of American depositary shares ("ADSs") exchange their Company shares and ADSs for VimpelCom Ltd. depositary shares ("DRs") in the exchange offer launched today by VimpelCom Ltd.  Immediately following the successful completion of the exchange offer, VimpelCom Ltd. intends to acquire all of the outstanding shares of Closed Joint Stock Company "Kyivstar G.S.M."

In connection with the board of directors' recommendation, the Company will file today with the United States Securities and Exchange Commission (the "SEC") a solicitation/recommendation statement on Schedule 14D-9, which contains more information on the background of the exchange offer and the board of directors' reasons for its recommendation.  The Company urges its shareholders and ADS holders to read the Schedule 14D-9 and any amendments thereto carefully.  Copies of the Schedule 14D-9 and any amendments thereto may be obtained free of charge from the SEC's website at www.sec.gov.

Boris Nemsic, CEO of the Company, commented: "The launch of the tender offer is a very important step toward the goal of positioning the VimpelCom group as a global player in the telecommunications industry. We continue to support the transaction which we believe will create value for the Company's stakeholders and we welcome the participation of all our shareholders in the new company."

About VimpelCom Ltd.'s exchange offer

VimpelCom Ltd.'s exchange offer comprises a U.S. offer and a Russian offer. The U.S. offer is open to all holders of the Company's shares resident in the United States (including its territories and possessions) and all holders of the Company's ADSs, wherever located. The Russian offer is open to all holders of the Company's shares, wherever located.  However, only shareholders who are "qualified investors" under Russian law may receive VimpelCom Ltd. DRs in exchange for their shares tendered into the Russian offer.

In the exchange offer, VimpelCom Ltd. is offering:

• to all holders of the Company's ADSs:  one VimpelCom Ltd. common DR  (representing one VimpelCom Ltd. common share) in exchange for each ADS;
• to all holders of the Company's common shares:  20 VimpelCom Ltd. common DRs (representing in the aggregate 20 VimpelCom Ltd. common shares) in exchange for each common share; and
• to all holders of the Company's preferred shares:  20 VimpelCom Ltd. preferred DRs (representing in the aggregate 20 VimpelCom Ltd. preferred shares) in exchange for each preferred share.

Alternatively, holders of shares and ADSs may elect to receive a cash payment of 0.01 Russian roubles for each common share or preferred share and 0.0005 Russian roubles for each ADS.  This nominal cash consideration is being offered to comply with Russian regulations and is not intended to constitute fair market value. The Company's board of directors has recommended that Company's shareholders and ADS holders not elect to tender their shares and ADSs in exchange for the nominal cash consideration alternative.

The U.S. offer will close at 5:00 pm New York City time on April 15, 2010, and the Russian offer will close at 11:59 pm Moscow time on April 20, 2010, unless extended.  

Successful completion of the exchange offer is contingent on more than 95% of the Company's outstanding shares (including those represented by ADSs) being tendered in the exchange offer, in addition to other conditions described in VimpelCom Ltd.'s registration statement on Form F-4 filed with the SEC, which contains a preliminary prospectus and related U.S. offer acceptance materials.  Copies of the VimpelCom Ltd. registration statement and related U.S. offer acceptance materials may be obtained from Innisfree M&A Incorporated, the information agent for the U.S. offer, at the following telephone numbers: +1-877-800-5190 (for shareholders and ADS holders) and +1-212-750-5833 (for banks or brokers).  Copies of the registration statement and exhibits also may be obtained free of charge from the SEC's website at www.sec.gov.

In connection with the Russian offer, VimpelCom Ltd. has filed a voluntary tender offer document with the Russian Federal Service for the Financial Markets.  The Company will deliver the Russian voluntary tender offer document, together with the recommendations of its board of directors and related Russian offer acceptance materials, to holders of the Company's shares.  Copies of the Russian voluntary tender offer document and other documents related to the Russian offer may be obtained from ZAO "National Registration Company", the agent for the Russian offer, at the following telephone number: +7(495) 440-6324/25/45 ext. 205, or from the Company at the following telephone number : +7(495) 974 5888.

The Company has engaged UBS Investment Bank to act as its financial advisor and Akin Gump Strauss Hauer & Feld LLP to act as its legal advisor.

Important additional information

In connection with the U.S. offer, VimpelCom Ltd. has filed with the SEC a registration statement on Form F-4, which includes a preliminary prospectus and related U.S. offer acceptance materials.  In addition, VimpelCom Ltd. is expected to file a Statement on Schedule TO with the SEC in respect of the U.S. offer. Holders of the Company's securities are urged to carefully read the VimpelCom Ltd. registration statement (including the preliminary prospectus), the VimpelCom Ltd. Statement on Schedule TO, and any other documents relating to the U.S. offer filed by VimpelCom Ltd. with the SEC, as well as any amendments and supplements to those documents, because they contain important information.

This announcement is not an offering document and does not constitute an offer to exchange or the solicitation of an offer to exchange securities or a solicitation of any vote or approval, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The solicitation of offers to exchange the Company's securities for VimpelCom Ltd. DRs in the United States will only be made pursuant to the preliminary prospectus and related U.S. offer acceptance materials that are being mailed to  holders resident in the United States (including its territories and possessions) of Company shares and all holders of Company ADSs, wherever located.  

This announcement does not constitute advertisement of securities, including securities of foreign issuers, in the Russian Federation within the meaning of Federal Law No. 39-FZ "On the Securities Market" dated April 22, 1996, as amended (the "Securities Law"), Federal Law No. 46-FZ "On the Protection of Rights and Lawful Interests of Investors on the Securities Market" dated March 5, 1999, as amended, and Federal Law No. 38-FZ "On Advertising" dated March 13, 2006, as amended, or a public offer to purchase, sell, exchange or transfer to or for the benefit of any person resident, incorporated, established or having their usual residence in the Russian Federation, or to any person located within the territory of the Russian Federation, that does not fall under a legal definition of a "qualified investor" within the meaning of Article 51.2 of the Securities Law, or an invitation to or for the benefit of any such person, to make offers to purchase, sell, exchange or transfer any such securities.‪  ‪The securities of VimpelCom Ltd. have not been and will not be admitted for placement, public placement or public circulation in the Russian Federation within the meaning of Article 51.1 of the Securities Law.  This announcement is not for publication, release or distribution in or into or from any jurisdiction where it would otherwise be prohibited.

Cautionary note regarding forward-looking statements

This press release contains forward-looking statements.  Such statements include, without limitation, those concerning the completion of the proposed exchange offer by VimpelCom Ltd. and the benefits of the transaction. The results or events predicted in these statements may differ materially from actual results or events because of risks and uncertainties, including, without limitation, the possibility that the exchange offer conditions are not satisfied and the exchange offer is not completed. Additionally, the Company and/or VimpelCom Ltd. may not realize the anticipated benefits of the transaction as a result of unforeseen developments in competition, or current or future changes in the political, economic and social environment or current or future regulation of the Russian, Ukrainian and CIS telecommunications industries. Additional information concerning factors that could cause results to differ materially from those in the forward-looking statements is contained in VimpelCom Ltd.'s registration statement on Form F-4 filed with the SEC and the Company's public filings with the SEC, including the Company's Annual Report on Form 20-F for the year ended December 31, 2008.

About VimpelCom

The VimpelCom Group consists of telecommunications operators providing voice and data services through a range of mobile, fixed and broadband technologies. The Group includes companies operating in Russia, Kazakhstan, Ukraine, Uzbekistan, Tajikistan, Georgia, Armenia, as well as Vietnam and Cambodia, in territories with a total population of about 340 million. VimpelCom was the first Russian company to list its shares on the New York Stock Exchange ("NYSE"). VimpelCom's ADSs are listed on the NYSE under the symbol "VIP".

SOURCE Vimpel-Communications