#11 O VimpelCom Ltd 2015 Successful closing in Algeria A&I conference call January 30, 2015 VimpelCom: Jo Lunder, Andrew Davies GTH: Vincenzo Nesci, Hassan Helmy Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#22 O VimpelCom Ltd 2015 Disclaimer This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, and include statements regarding the expected benefits of the transactions described herein. Any statement in this presentation that expresses or implies Vimpel Com's or GTH's intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. Forward-looking statements involve inherent risks, uncertainties and assumptions, including, without limitation, the possibility that closing will not complete due to failure to receive proceeds, the possibility that the benefits of the transactions may not materialize as expected or at all. If such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those expressed or implied by such forward-looking statements and assumptions. Certain other risks that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in VimpelCom's Annual Report on Form 20-F for the year ended December 31, 2013, and other public filings made by the VimpelCom with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. The forward-looking statements contained in this presentation are made as of the date hereof, and VimpelCom and GTH expressly disclaim any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this announcement. Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#3O VimpelCom Ltd 2015 A transformational value accretive transaction for GTH and VIP Total cash proceeds of USD 3.8 billion net of taxes and fines Sale of 51% in Djezzy to Algerian National Investment Fund, FNI, for ~USD 2.6 billion, to be completed upon confirmation of proceeds ~USD 1.8 billion dividend to be paid by Djezzy to GTH (pre-closing) GTH to pay down USD 3.8 billion of shareholder loans from VimpelCom GTH and VimpelCom to maintain operational control and full consolidation of Djezzy Algeria is a very attractive market, where Djezzy is clear #1 operator Strong local partner, the Algerian National Investment Fund, FNI VimpelCom to use cash proceeds to pay down gross debt Annual interest savings of ~USD 0.3 billion 3 FNI = the Fonds National d'Investissement GTH = Global Telecom Holding Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#4O VimpelCom Ltd 2015 Attractive Algerian telecom market - Djezzy is market leader Population¹: 39.5 million GDP/capita PPP² USD 7,500 Mobile penetration4: 96% ⚫ GDP growth of ~3% Macro environment • Government and industrial sectors account for over 60% of GDP • 37% of the population is under 20 years old Market shares³ 23% Djezzy 50% Mobilis Ooredoo 27% • Competitive landscape Djezzy: high brand perception with solid market leadership with high control over distribution • Mobilis: incumbent operator supported by the government; expected to be listed in Algiers • Ooredoo: Through an earlier deployment of their 3G network and a commercial policy often at the limit of the ARPT rules, they have taken lead in the high end segment 1 ONS (office national des statistiques) 2 CIA Factbook 2014 4 Penetration figures are provided based on OTA closing base and our data warehouse (DWH) figures for competitors 3 Customer market share as at December 2014 4 Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#5O VimpelCom Ltd 2015 Significant upside in terms of mobile penetration & data usage Mobile Penetration¹ (%) Western Europe Avg: 133% Mobile Data Penetration² (%) Data Usage2 (MB / User) Western Europe 1,272 Avg: 66% 71% 66% 53% 96% 120% 171% 155% 151% 41% 39% 36% 47% 55% 53% 51% 132 103 74 41 290 269 1,117 3% PAK UZB BGD ALG UKR KAZ ITA RUS ALG PAK BGD UKR ITA UZB RUS KAZ BGD PAK UKR UZB KAZ ALG RUS ITA Notes 1. Mobile penetration is for the market, based on sim cards number 2. Based on Company estimates 3Q'14, where mobile data penetration = data users (number of sims with data subscribed tariff plans) / mobile customers ALG Mobile Data Penetration is based on 3G data as 2G information for the market is not available 5 Source: Company data Global Telecom Holding VimpelCom Focusing Locally Empowering People Connecting Globally#6O VimpelCom Ltd 2015 6 Strategic focus • Invest in high-speed 3G network, focusing on the latest technology • Continued 3G roll out and launch of data services with attractive bundles • Maintain leadership in customer experience and NPS Emphasize Djezzy as the preferred Algerian mobile brand Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#7O VimpelCom Ltd 2015 Shareholders agreement VimpelCom/GTH to retain operational control over OTA VimpelCom/GTH to continue to consolidate the results of OTA • OTA dividend policy Target pay-out ratio of not less than 42.5% of consolidated net income Board composition OTA: 4 by GTH (incl. Chairman with casting vote), 4 by FNI Optimum Telecom: 6 by GTH (incl. Chairman with casting vote), 4 by FNI and 2 employee representatives • No share transfers permitted during first 7 years • Secured an attractive exit via put option FNI = the Fonds National d'Investissement OTA = Omnium Telecom Algérie (Djezzy) 7 GTH = Global Telecom Holding O Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#88 O VimpelCom Ltd 2015 Settlement of disputes Payment of the Bank of Algeria fine of ~USD 1.1 billion Charge of USD 1.3 billion in the 2013 Financial Statements, revalued by USD 0.2 billion in the 2014 Financial Statements due to FOREX • Discontinuation of tax disputes · Write-off of related tax receivables of USD 0.7 billion in the 2013 Financial Statements Bank of Algeria ban on international payments is lifted. • International arbitration definitely discontinued • Cevital to stay as minority shareholder Amended Framework Agreement Settled all pending litigations for a payment of USD 50 million Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#9O VimpelCom Ltd 2015 6 Omnium Telecom Algeria* - financial overview VimpelCom 3Q'14 LTM revenue of USD 20.8 billion 3Q'14 OTA Unit 2012 2013 LTM EBITDA of USD 8.7 billion Customers MIn 16.7 17.6 18.2 8% 11% Customer market share 54% 53% 49% Blended ARPU DZD/month 707 693 648 Total revenue DZD bln 143 143 138 92% 89% EBITDA DZD bln 83 84 77 VimpelCom (excl. OTA) OTA EBITDA margin 58% 59% 56% GTH 3Q'14 LTM revenue of USD 3.4 billion O 52% 48% 63% CAPEX USD mln 47 122 395 EBITDA of USD 1.5 billion Operating cash flow¹ USD bln 1.0 0.9 0.6 Cash balance USD bln 1.9 2.7 2.7 37% Note: (1) EBITDA-CAPEX (excl. licenses) GTH (excl. OTA) OTA Orascom Telecom Algérie was renamed to Omnium Telecom Algeria Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#10O VimpelCom Ltd 2015 10 Cash flow structure Algerian State FNI 100% (Algeria) 6 USD 2.6 bn* USD 0.5 bn external financing 5 USD 1.1 bn VimpelCom Ltd (Netherlands) 51.9% GTH (Egypt) ~97% OTA (Algeria) 4 100% USD 47 mln Optimum Telecom 3 (Algeria) USD 0.4 bn credit facilities 7 USD 3.8 bn 1 Pre-closing dividend payment of USD 1.8 billion to GTH 2 External funding of DZD 50 billion (~USD 0.5 billion) from banking consortium 3 Credit facilities of DZD 32 billion (~USD 0.4 billion) 4 Repayment of external loan of USD 47 million ⑤ Payment of Bank of Algeria fine of DZD 99 billion (~USD 1.1 billion) Sale by GTH of a 51% interest in OTA to FNI for USD 2.6 billion 7 Repayment by GTH ~USD 3.8 billion of outstanding shareholder loans from VimpelCom 8 Dividend and settlement payment to Cevital of USD 105 million 6 1 USD 1.8 bn* 8 USD 105 mln Note: USD amounts are approximate numbers as agreement in DZD *: pre-tax Cevital (Algeria) Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#11O VimpelCom Ltd 2015 11 Significantly enhanced capital structure As at 30 September 2014, in USD billion Group debt maturity schedule by unit ■Italy ■Russia ■ A&A HQ 3.3 2.9 2.2 2.0 1.9 5.9 6.0 Improved leverage 3Q14 VIP Pro Forma¹ 3Q14 VIP Italy excl. Total Italy Italy excl. Total Italy Gross debt 14.0 13.7 27.7 14.0 10.4 24.4 (USD bln) 1.5 1.2 0.8 Gross debt / EBITDA 5.6x 2.2x 3.2x 5.6x 1.7x 2.8x 2014 2015 2016 2017 2018 2019 2020 2021 2022 >2022 Net debt / EBITDA 5.5x 1.3x 2.5x 5.5x 1.2x 2.4x 1Pro Forma assumes an 1 on 1 debt repayment from Algeria proceeds With a strong cash position, additional financial facilities, no major refinancing obligation until 2020 and solid cash flow generation, VimpelCom is well funded O Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#12O VimpelCom Ltd 2015 12 12 New ownership structure after closing GTH public shareholders Holding entities Operations VimpelCom Ltd (Netherlands) 51.9% Algerian State 48.1% GTH (Egypt) 45.6% OTA (Algeria) 100% Optimum Telecom (Algeria) 100% FNI (Algeria) 51.0% 3.4% Cevital (Algeria) O Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#1313 O VimpelCom Ltd 2015 Delivering successful results for all stakeholders • USD 3.8 billion cash proceeds to be used to pay down gross debt Expected Group annual interest savings of ~USD 0.3 billion . Retain operational control and ability to consolidate Djezzy Partnership and co-operation with Algerian Government Develop Algerian business capitalizing on market leading position to generate sustainable profitable growth Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#14O VimpelCom Ltd 2015 Q&A 14 Global Telecom Holding VimpelCom Focusing Locally Empowering People Connecting Globally#1515 O VimpelCom Ltd 2015 VimpelCom 4Q14 and FY14 results announcement February 25, 2015 Live presentation in London Webcast via vimpelcom.com London Global Telecom VimpelCom Holding Focusing Locally Empowering People Connecting Globally#16O VimpelCom Ltd 2015 16 Further information Investor Relations VimpelCom T: +31 20 79 77 234 E: [email protected] Investor Relations Global Telecom Holding Visit our websites www.vimpelcom.com www.gtelecom.com T: +202 2461 86 40 E: [email protected] Install VimpelCom iPad App VimpelCom $10.10 2013 1013 VimpelCom Share price q Welcome to the VimpelCom app 6 Latest P Quarterly O Global Telecom Holding VimpelCom Focusing Locally Empowering People Connecting Globally#17O VimpelCom Ltd 2015 Thank you! 17 Global Telecom Holding VimpelCom Focusing Locally Empowering People Connecting Globally