(1) qibs that are qps (each as defined below) or (2

STABILIZATIONIN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE “STABILIZINGMANAGER”) (OR PERSONS ACTING ON ITS BEHALF) MAY OVER ALLOT NOTES OR EFFECTTRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT ALEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NOASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILLUNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON ORAFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THEOFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT ITMUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THENOTES AND 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES. ANY STABILIZATIONACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILIZINGMANAGER (OR PERSONS ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALLAPPLICABLE LAWS AND RULES.NOTICE TO NEW HAMPSHIRE RESIDENTSNEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NORTHE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED INTHE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE NEW HAMPSHIRESECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANEXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANSTHAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS ORQUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TOANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.NOTICE TO INVESTORS IN THE UKThis communication is only directed at persons who (i) are outside the United Kingdom or (ii) areinvestment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (iii) are persons falling withinArticle 49(2)(a) to (e) of the Financial Promotion Order (all such persons together being referred to as“relevant persons”). This communication must not be acted on or relied on by persons who are not relevantpersons. Any investment or investment activity to which this communication relates is available only to relevantpersons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act orrely on this communication.NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREAThis prospectus has been prepared on the basis that all offers of Notes other than the offer(s) contemplated inthis prospectus in Ireland, once the prospectus has been approved by the competent authority in such Member Stateand published in accordance with the Prospectus Directive (2003/71/EC) as implemented in Ireland, will be madepursuant to an exemption under the Prospectus Directive, as implemented in member states of the EuropeanEconomic Area (“EEA”), from the requirement to produce a prospectus for offers of Notes. Accordingly any personmaking or intending to make any offer within the EEA of Notes which are the subject of the placementcontemplated in this prospectus should only do so in circumstances in which no obligation arises for theIssuer, VimpelCom or the Lead Managers to produce a prospectus for such offer. Neither the Issuer,VimpelCom nor the Lead Managers have authorized, nor do they authorize, the making of any offer of Notesthrough any financial intermediary, other than offers made by the Issuer on behalf of VimpelCom which constitutethe final placement of Notes contemplated in this prospectus.iii