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Veon Ltd.

March 1, 2011

English Commercial Court denies Telenor request for injunction March 17, 2011 shareholders Meeting to be held as planned

Amsterdam and New York (March 1, 2011) - VimpelCom Ltd. (“VimpelCom” or the “Company”) (NYSE: VIP) today announced that it welcomes the English Commercial Court’s decision which will allow the March 17, 2011 Special General Meeting of Shareholders (the “SGM”) to go forward as planned. The Court denied Telenor’s request that the Court grant an injunction preventing the SGM from occurring unless VimpelCom agreed to issue pre-emptive shares to Telenor. The Court also refused to accept Telenor’s alternative request to have pre-emptive shares issued to it in escrow pending the outcome of the arbitration initiated by Telenor.

Telenor commenced the arbitration on January 28, 2011 for the stated purpose of enforcing its alleged pre-emptive rights under the VimpelCom shareholders agreement with respect to the shares to be issued in connection with the combination of VimpelCom and Wind Telecom S.p.A. (the “Transaction”).  VimpelCom’s Supervisory Board decided at its January 16, 2011 meeting that neither Telenor nor Altimo is entitled to pre-emptive rights in connection with the Transaction.

In connection with the proceedings before the English Commercial Court, VimpelCom, Altimo and Weather Investments II S.a.r.l. have agreed to give certain undertakings to the Court in order to help (a) ensure that Telenor will receive its pre-emptive shares should the arbitration tribunal ultimately find in Telenor’s favor and (b) protect Telenor’s voting stake from dilution below 25% plus one share between the closing of the Transaction and the resolution of the arbitration proceeding.

Alexander Izosimov, the CEO of VimpelCom, said: “We are pleased that the Court agreed with VimpelCom on the importance of allowing the shareholders to cast their vote on March 17.  VimpelCom believes strongly in the merits of this transaction and is committed to continuing to act in the best interests of all shareholders.”

The SGM is scheduled to take place on March 17, 2011 to approve the issuance of up to 325,639,827 VimpelCom common shares and 305,000,000 convertible preferred shares and the increase of VimpelCom’s authorized share capital needed to complete this Transaction. 

VimpelCom’s Supervisory Board and Management Board recommend that shareholders vote “FOR” the proposals by signing, dating and returning the WHITE voting card received from the Company.

Shareholders who need assistance or have questions about the voting process should call VimpelCom’s proxy solicitor, D.F. King & Co., Inc., toll-free in North America at +1 800 431 9645, toll-free in Continental Europe at 00800 5464 5464, +44 207 920 9700 from other locations, or call collect at +1 212 269 5550.

 

 

 

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