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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 20-F/A

(Amendment No. 2)



| ̈ | Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2008
|- | --------------------------------------------------------------------------------------------------------------------------------

OR



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------------

Commission File Number: 1-14522

OPEN JOINT STOCK COMPANY

VIMPEL-COMMUNICATIONS



(Exact name of
registrant as specified in its charter)

Russian Federation



(Jurisdiction of incorporation or
organization)

10 Ulitsa 8 Marta, Building 14, Moscow, Russian Federation 127083



(Address of principal executive
offices)

Jeffrey D. McGhie

Vice President, General Counsel

10 Ulitsa 8 Marta, Building 14

Moscow, Russian Federation 127083

Tel: +7 495 725 0700

Fax: +7 495 721 0017





(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                                                                                  |  |  |  |                                          
|------------------------------------------------------------------------------------------------- |  |  |  | -----------------------------------------
|Title of Each Class                                                                               |  |  |  | Name of Each Exchange on Which
Registered
|                                                                                                  |  | 
|American Depositary Shares, or ADSs, each representing one-twentieth of one share of common stock |  |  |  | New York Stock Exchange                  
|                                                                                                  |  | 
|Common stock, 0.005 Russian rubles nominal value                                                  |  |  |  | New York Stock Exchange*                 



|* | Listed, not for trading or quotation purposes, but only in connection with the registration of ADSs pursuant to the requirements of the Securities and Exchange
Commission.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which
there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the
annual report:

51,281,022 shares of common stock, 0.005 Russian rubles nominal value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No   ̈

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer  x            Accelerated filer   ̈            Non-accelerated filer  ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x         International Financial Reporting Standards as
issued by the International Accounting Standards Board   ̈         Other   ̈

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17   ̈        Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x







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TABLE OF CONTENTS



|           |  |                                                                              |  |     
|---------- |  | ---------------------------------------------------------------------------- |  | ----
|           |  |                                                                              |  | Page
|ITEM 1.*   |  | Identity of Directors, Senior Management and Advisers                        |  | 1   
|ITEM 2.*   |  | Offer Statistics and Expected Timetable                                      |  | 1   
|ITEM 3.    |  | Key Information                                                              |  | 1   
|ITEM 4.    |  | Information on the Company                                                   |  | 34  
|ITEM 4A.   |  | Unresolved Staff Comments                                                    |  | 86  
|ITEM 5.    |  | Operating and Financial Review and Prospects                                 |  | 86  
|ITEM 6.    |  | Directors, Senior Management and Employees                                   |  | 117 
|ITEM 7.    |  | Major Shareholders and Related Party Transactions                            |  | 126 
|ITEM 8.    |  | Financial Information                                                        |  | 130 
|ITEM 9.    |  | The Offer and Listing                                                        |  | 131 
|ITEM 10.   |  | Additional Information                                                       |  | 132 
|ITEM 11.   |  | Quantitative and Qualitative Disclosures About Market Risk                   |  | 149 
|ITEM 12.*  |  | Description of Securities other than Equity Securities                       |  | 150 
|ITEM 13.   |  | Defaults, Dividend Arrearages and Delinquencies                              |  | 151 
|ITEM 14.   |  | Material Modifications to the Rights of Security Holders and Use of Proceeds |  | 151 
|ITEM 15.   |  | Controls and Procedures                                                      |  | 151 
|ITEM 16A.  |  | Audit Committee Financial Expert                                             |  | 153 
|ITEM 16B.  |  | Code of Ethics                                                               |  | 153 
|ITEM 16C.  |  | Principal Accountant Fees and Services                                       |  | 153 
|ITEM 16D.  |  | Exemptions from the Listing Standards for Audit Committees                   |  | 154 
|ITEM 16E.  |  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers       |  | 154 
|ITEM 16F.* |  | Change in Registrants Certifying Accountant                                 |  | 155 
|ITEM 16G.  |  | Corporate Governance                                                         |  | 155 
|ITEM 17.** |  | Financial Statements                                                         |  | 158 
|ITEM 18.   |  | Financial Statements                                                         |  | 158 
|ITEM 19.   |  | Exhibits                                                                     |  | 158 



|* | Omitted because the item is inapplicable.
|- | -----------------------------------------

|** | We have responded to Item 18 in lieu of this item.
|-- | --------------------------------------------------



iii



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EXPLANATORY NOTE

This Amendment No. 2 to our Annual Report on Form 20-F, referred to herein as the Annual Report on Form 20-F/A, amends our Amendment No. 1
to our Annual Report on Form 20-F for the fiscal year ended December 31, 2008, as filed with the U.S. Securities and Exchange Commission on March 8, 2010 and referred to herein as Amendment No. 1, which amended our Annual Report on Form 20-F for the
fiscal year ended December 31, 2008, as filed with the SEC on May 14, 2009 and referred to herein as the Original Filing. This filing is being made in response to comments received from the SEC and revises our disclosure in Item
15Controls and Procedures regarding the material weakness in our internal control over financial reporting that our management identified in connection with the restatement of our audited consolidated financial statements as of December
31, 2008 and for the year then ended. For more information about the restatement, see Item 5Operating and Financial Review and ProspectsRestatement of Our Consolidated Financial Statements, as well as Note 23, Restatement of
the Measurement of Noncontrolling Interest, and Note 18, Earnings per share, to our consolidated financial statements included elsewhere in this Annual Report on Form 20-F/A.

Other than revising the disclosure under Item 15Controls and Procedures, no attempt has been made in this Annual Report on
Form 20-F/A to amend or update other disclosure presented in Amendment No. 1 or in the Original Filing.

Except as stated
herein, this Annual Report on Form 20-F/A does not reflect events occurring after the filing of the Original Filing or amend or update those disclosures or the disclosures in Amendment No. 1. Accordingly, this Annual Report on Form 20-F/A should be
read in conjunction with our submissions with the SEC subsequent to the filing of the Original Filing.

In accordance with
applicable SEC rules, this Annual Report on Form 20-F/A includes certifications from our General Director, Chief Executive Officer and Chief Financial Officer dated as of the date of this filing.



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INTRODUCTION

This Annual Report on Form 20-F/A describes matters that relate generally to Open Joint Stock Company Vimpel-Communications,
also referred to as VimpelCom or our company, an open joint stock company organized under the laws of the Russian Federation, and its consolidated subsidiaries. Thus, we use terms such as we, us, our and similar
plural pronouns when describing the matters that relate generally to VimpelComs consolidated group. On February 28, 2008, we completed our acquisition of 100.0% of the outstanding shares of Golden Telecom, Inc. As we did not consolidate
Golden Telecom into our U.S. GAAP financial statements until the effective acquisition date, the historical financial and operating data of VimpelCom set forth in this Annual Report on Form 20-F/A reflect Golden Telecoms results only following
the effective acquisition date, unless otherwise indicated. References in this Annual Report on Form 20-F/A to Golden Telecom are to Golden Telecom, Inc. and its consolidated subsidiaries with respect to the presentation of financial and
operating data, unless the context otherwise requires.

In addition, the discussion of our business and the telecommunications
industry contains references to certain terms specific to our business, including numerous technical and industry terms. Specifically:



| |  |  | References to our operations in the Moscow license area are to our operations in the City of Moscow and the Moscow region.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | References to our operations in the regions, the regions outside of Moscow and the regions outside of the Moscow license
area are to our operations in the regions of the Russian Federation outside of the City of Moscow and the Moscow region.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | References to our operations in the CIS are to our operations in the Commonwealth of Independent States outside of the Russian Federation
where we provide services, unless the context otherwise requires.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | References to the super-regions are to Russias seven large geographical regions and the Moscow license area.
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | References to GSM-900/1800 are to dual band networks that provide mobile telephone services using the Global System for Mobile
Communications standard in the 900 MHz and 1800 MHz frequency ranges. References to GSM-1800 are to networks that provide mobile telephone services using GSM in the 1800 MHz frequency range. References to GSM-900 are to
networks that provide mobile telephone services using GSM in the 900MHz frequency range. References to GSM are to both the GSM-900 and GSM-1800 standards.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | References to 3G technologies are to third generation mobile technologies, including UMTS.
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | References to mobile services are to our wireless voice and data transmission services but excluding WiFi.
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | References to mobile subscribers are to active subscribers of our mobile telecommunications services. A subscriber is considered
active if the subscribers activity resulted in income to VimpelCom during the most recent three months and if the subscriber remained in the mobile subscriber base at the end of the reported period. Such activity includes all
incoming and outgoing calls, subscriber fee accruals, debits related to service, outgoing short messaging service, or SMS, and multimedia messaging service, or MMS, and data transmission and receipt sessions, but does not include incoming SMS and
MMS sent by our company or abandoned calls. We calculate MOU and ARPU on the basis of subscriber data using the active subscriber definition. Previously, we reported mobile subscriber data on the basis of registered mobile subscribers. A
registered mobile subscriber is an authorized user of mobile services, using one SIM card (GSM/3G) with one or several selective numbers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | References to Russian rubles are to the lawful currency of the Russian Federation.
| | - |  | ------------------------------------------------------------------------------------



| |  |  | References to US$ or $ or USD or U.S. dollars are to the lawful currency of the United States of
America.
| | - |  | -----------------------------------------------------------------------------------------------------------------

Certain amounts and percentages that appear in this Annual Report on Form 20-F/A have been subject
to rounding adjustments. As a result, certain numerical figures shown as totals, including in tables, may not be exact arithmetic aggregations of the figures that precede or follow them.



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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F/A contains forward-looking statements, as this phrase is defined in Section 27A of the U.S.
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are not historical facts and can often be identified by the use
of terms like estimates, projects, anticipates, expects, intends, believes, will, may, should or the negative of these terms. All
forward-looking statements, including discussions of strategy, plans, objectives, goals and future events or performance, involve risks and uncertainties. Examples of forward-looking statements include:



| |  |  | our strategy to generate sufficient net cash flow in order to meet our debt service obligations;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | our plans to develop and provide integrated telecommunications services to our customers, increase fixed and mobile telephone use and expand our
operations in Russia and the CIS;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to execute our business strategy successfully and achieve the expected benefits from our existing and future acquisitions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully integrate the operations, systems and policies of Golden Telecom with our own;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully challenge claims brought against KaR-Tel;
| | - |  | ---------------------------------------------------------------------



| |  |  | our expectations as to pricing for our products and services in the future, improving the total average monthly service revenues per subscriber and our
future operating results;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our expectation that we may need to increase our debt financing amounts to accommodate for changes in revenue;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | our ability to meet license requirements and to obtain and maintain licenses and regulatory approvals;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | our expectations regarding our brand name recognition and our ability to successfully promote our brand;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | our ability to obtain, maintain, renew or extend frequency allocations and to make payments for existing frequency allocations and future frequency
channels;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to obtain and maintain interconnect agreements;
| | - |  | -----------------------------------------------------------



| |  |  | our ability to enter into strategic partnerships and joint ventures to develop our business and expand our operations beyond the CIS; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other statements regarding matters that are not historical facts.
| | - |  | -----------------------------------------------------------------

While these statements are based on sources believed to be reliable and on our managements current knowledge and best belief, they are
merely estimates or predictions and cannot be relied upon. We cannot assure you that future results will be achieved. The risks and uncertainties that may cause our actual results to differ materially from the results indicated, expressed or implied
in the forward-looking statements used in this Annual Report on Form 20-F/A include:



| |  |  | risks relating to changes in political, economic and social conditions in each of the countries in which we operate;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | in each of the countries in which we operate, risks relating to legislation, regulation and taxation, including laws, regulations, decrees and
decisions governing the telecommunications industry, currency and exchange controls and taxation legislation, and their official interpretation by governmental and other regulatory bodies and courts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | risks that various courts or regulatory agencies in which we are involved in legal challenges or appeals may not find in our favor;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



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| |  |  | risks relating to our company, including demand for and market acceptance of our products and services, regulatory uncertainty regarding our licenses,
frequency allocations and numbering capacity, constraints on our spectrum capacity, availability of line capacity and competitive product and pricing pressures;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | risks associated with discrepancies in subscriber numbers and penetration rates caused by differences in the churn policies of mobile operators; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other risks and uncertainties.
| | - |  | ------------------------------

These factors and the other risk factors described in this Annual Report on Form 20-F/A (in the section entitled Item 3Key InformationD. Risk Factors) are not necessarily all of
the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our future results. Under no circumstances should the
inclusion of such forward looking statements in this Annual Report on Form 20-F/A be regarded as a representation or warranty by us or any other person with respect to the achievement of results set out in such statements or that the underlying
assumptions used will in fact be the case. The forward-looking statements included in this Annual Report on Form 20-F/A are made only as of the date of the Original Filing and we cannot assure you that projected results or events will be achieved.
Except to the extent required by law, we disclaim any obligation to update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.



2



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PART I



|ITEM 1. | Identity of Directors, Senior Management and Advisers
|------- | -----------------------------------------------------

Not required.



|ITEM 2. | Offer Statistics and Expected Timetable
|------- | ---------------------------------------

Not required.



|ITEM 3. | Key Information
|------- | ---------------

A. Selected Financial
Data

The following tables set forth selected historical consolidated financial data for VimpelCom, presented in U.S.
dollars and prepared in accordance with U.S. GAAP. The selected historical consolidated financial data for the years ended December 31, 2008, 2007 and 2006 and as at December 31, 2008 and 2007 is derived from our audited consolidated
financial statements included elsewhere in this Annual Report on Form 20-F/A. As discussed in the Explanatory Note to this Annual Report on Form 20-F/A, we are restating our historical consolidated financial statements as of December 31, 2008 and
for the year then ended, and the following table reflects the adjustments made in connection with the restatement (see Note 23, Restatement of the Measurement of Noncontrolling Interest, to our consolidated financial statements included elsewhere in
this Annual Report on Form 20-F/A). The selected historical consolidated financial data for the years ended December 31, 2005 and 2004 and as at December 31, 2006, 2005 and 2004 is derived from our audited consolidated financial statements
not included in this Annual Report on Form 20-F/A. The selected financial data set forth below should be read in conjunction with our consolidated financial statements and their related notes included elsewhere in this Annual Report on Form 20-F/A
and the section of this Annual Report on Form 20-F/A entitled Item 5Operating and Financial Review and Prospects.



|                                             |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|-------------------------------------------- |  | -------------------------------------------------------------------- | ---------- | - | ---- | --- | --------- | ---- |  | --- | --------- | - |  | ---- | --------- | - |  | --- | --------- | -
|                                             |  | Years Ended December 31,                                             |           
|                                             |  | 2008                                                                 |            |   | 2007 |     |           | 2006 |  |     | 2005      |   |  | 2004 |          
|                                             |  | (In thousands of U.S. dollars, except per share and per ADS amounts) |           
|Operating revenues:                          |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Service revenues                             |  | US$                                                                  | 9,999,850  |   |      | US$ | 7,161,833 |      |  | US$ | 4,847,661 |   |  | US$  | 3,175,221 |   |  | US$ | 2,070,720 |  
|Sales of equipment and accessories           |  |                                                                      | 107,946    |   |      |     | 6,519     |      |  |     | 19,265    |   |  |      | 30,478    |   |  |     | 38,711    |  
|Other revenues                               |  |                                                                      | 17,190     |   |      |     | 6,528     |      |  |     | 2,931     |   |  |      | 5,419     |   |  |     | 3,571     |  
|                                             |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Total operating revenues                     |  |                                                                      | 10,124,986 |   |      |     | 7,174,880 |      |  |     | 4,869,857 |   |  |      | 3,211,118 |   |  |     | 2,113,002 |  
|Revenue based taxes                          |  |                                                                      | (8,054     | ) |      |     | (3,782    | )    |  |     | (1,879    | ) |  |      |          |   |  |     |          |  
|Net operating revenues                       |  |                                                                      | 10,116,932 |   |      |     | 7,171,098 |      |  |     | 4,867,978 |   |  |      | 3,211,118 |   |  |     | 2,113,002 |  
|Operating expenses:                          |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Service costs                                |  |                                                                      | 2,262,570  |   |      |     | 1,309,287 |      |  |     | 872,388   |   |  |      | 514,124   |   |  |     | 327,403   |  
|Cost of equipment and accessories            |  |                                                                      | 101,282    |   |      |     | 5,827     |      |  |     | 18,344    |   |  |      | 28,294    |   |  |     | 30,585    |  
|Selling, general and administrative expenses |  |                                                                      | 2,838,508  |   |      |     | 2,206,322 |      |  |     | 1,503,615 |   |  |      | 1,085,807 |   |  |     | 720,127   |  
|Depreciation                                 |  |                                                                      | 1,520,184  |   |      |     | 1,171,834 |      |  |     | 874,618   |   |  |      | 451,152   |   |  |     | 281,129   |  
|Amortization                                 |  |                                                                      | 360,980    |   |      |     | 218,719   |      |  |     | 179,846   |   |  |      | 142,126   |   |  |     | 64,072    |  
|Impairment loss                              |  |                                                                      | 442,747    |   |      |     |          |      |  |     |          |   |  |      |          |   |  |     | 7,354     |  
|Provision for doubtful accounts              |  |                                                                      | 54,711     |   |      |     | 52,919    |      |  |     | 21,848    |   |  |      | 11,583    |   |  |     | 8,166     |  
|                                             |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Total operating expenses                     |  |                                                                      | 7,580,982  |   |      |     | 4,964,908 |      |  |     | 3,470,659 |   |  |      | 2,233,086 |   |  |     | 1,438,836 |  
|                                             |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Operating income                             |  |                                                                      | 2,535,950  |   |      |     | 2,206,190 |      |  |     | 1,397,319 |   |  |      | 978,032   |   |  |     | 674,166   |  
|Other income and expenses:                   |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Interest income                              |  |                                                                      | 71,618     |   |      |     | 33,021    |      |  |     | 15,471    |   |  |      | 8,658     |   |  |     | 5,712     |  
|Net foreign exchange (loss) gain             |  |                                                                      | (1,142,276 | ) |      |     | 72,955    |      |  |     | 24,596    |   |  |      | 7,041     |   |  |     | 3,563     |  
|                                             |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Interest expense                             |  |                                                                      | (495,634   | ) |      |     | (194,839  | )    |  |     | (186,404  | ) |  |      | (147,448  | ) |  |     | (85,6630  | )
|Other (expenses) income, net                 |  |                                                                      | (17,404    | ) |      |     | 3,240     |      |  |     | (38,844   | ) |  |      | (5,853    | ) |  |     | (12,153   | )
|Equity in net loss of associates             |  |                                                                      | (61,020    | ) |      |     | (211      | )    |  |     |           |   |  |      |           |   |  |     |           |  
|                                             |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  
|Total other income and expenses              |  |                                                                      | (1,644,716 | ) |      |     | (85,834   | )    |  |     | (185,181  | ) |  |      | (137,602  | ) |  |     | (88,541   | )
|                                             |  |                                                                      |            |   |      |     |           |      |  |     |           |   |  |      |           |   |  |     |           |  



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|                                                                                                                                   |  |                                                                      |         |      |     |           |  |     |           |   |      |     |         |  |     |        
|---------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------- | ------- | ---- | --- | --------- |  | --- | --------- | - | ---- | --- | ------- |  | --- | -------
|                                                                                                                                   |  | Years Ended December 31,                                            
|                                                                                                                                   |  | 2008                                                                 |         | 2007 |     | 2006      |  |     | 2005      |   | 2004
|                                                                                                                                   |  | (In thousands of U.S. dollars, except per share and per ADS amounts)
|Income before income taxes and cumulative effect of change in accounting principle                                                 |  |                                                                      | 891,234 |      |     | 2,120,356 |  |     | 1,212,138 |   |      |     | 840,430 |  |     | 585,625
|Income tax expense                                                                                                                 |  |                                                                      | 303,934 |      |     | 593,928   |  |     | 390,663   |   |      |     | 221,901 |  |     | 155,000
|Income before cumulative effect of change in accounting principle                                                                  |  |                                                                      | 587,300 |      |     | 1,526,428 |  |     | 821,475   |   |      |     | 618,529 |  |     | 430,625
|                                                                                                                                   |  |                                                                      |         |      |     |           |  |     |           |   |      |     |         |  |     |        
|Cumulative effect of change in accounting principle                                                                                |  |                                                                      |        |      |     |          |  |     | (1,882    | ) |      |     |        |  |     |       
|                                                                                                                                   |  |                                                                      |         |      |     |           |  |     |           |   |      |     |         |  |     |        
|Net income                                                                                                                         |  |                                                                      | 587,300 |      |     | 1,526,428 |  |     | 819,593   |   |      |     | 618,529 |  |     | 430,625
|                                                                                                                                   |  |                                                                      |         |      |     |           |  |     |           |   |      |     |         |  |     |        
|Net income attributable to the noncontrolling interest                                                                             |  |                                                                      | 62,966  |      |     | 63,722    |  |     | 8,104     |   |      |     | 3,398   |  |     | 80,229 
|Net income attributable to VimpelCom                                                                                               |  | US$                                                                  | 524,334 |      | US$ | 1,462,706 |  | US$ | 811,489   |   |      | US$ | 615,131 |  | US$ | 350,396
|                                                                                                                                   |  |                                                                      |         |      |     |           |  |     |           |   |      |     |         |  |     |        
|Weighted average common shares outstanding (thousands)                                                                             |  |                                                                      | 50,700  |      |     | 50,818    |  |     | 50,911    |   |      |     | 51,066  |  |     | 41,224 
|Income before cumulative effect of change in accounting principle attributable to VimpelCom per common share
(restated*)           |  | US$                                                                  | 10.32   |      | US$ | 28.78     |  | US$ | 15.98     |   |      | US$ | 12.05   |  | US$ | 8.50   
|Income before cumulative effect of change in accounting principle attributable to VimpelCom per ADS equivalent(2)                  |  | US$                                                                  | 0.52    |      | US$ | 1.44      |  | US$ | 0.80      |   |      | US$ | 0.60    |  | US$ | 0.43   
|Net income attributable to VimpelCom per common share (restated*)                                                                  |  | US$                                                                  | 10.32   |      | US$ | 28.78     |  | US$ | 15.94     |   |      | US$ | 12.05   |  | US$ | 8.50   
|Net income attributable to VimpelCom per ADS equivalent(1)                                                                         |  | US$                                                                  | 0.52    |      | US$ | 1.44      |  | US$ | 0.80      |   |      | US$ | 0.60    |  | US$ | 0.43   
|Weighted average diluted shares                                                                                                    |  |                                                                      | 50,703  |      |     | 50,818    |  |     | 50,947    |   |      |     | 51,085  |  |     | 41,272 
|Diluted income before cumulative effect of change in accounting principle attributable to VimpelCom per common share(2)(restated*) |  | US$                                                                  | 10.32   |      | US$ | 28.78     |  | US$ | 15.97     |   |      | US$ | 12.04   |  | US$ | 8.49   
|Diluted income before cumulative effect of change in accounting principle attributable to VimpelCom per ADS
equivalent(1)          |  | US$                                                                  | 0.52    |      | US$ | 1.44      |  | US$ | 0.80      |   |      | US$ | 0.60    |  | US$ | 0.42   
|Diluted net income attributable to VimpelCom per common share(2)(restated*)                                                        |  | US$                                                                  | 10.32   |      | US$ | 28.78     |  | US$ | 15.93     |   |      | US$ | 12.04   |  | US$ | 8.49   
|Diluted net income attributable to VimpelCom per ADS equivalent(2)                                                                 |  | US$                                                                  | 0.52    |      | US$ | 1.44      |  | US$ | 0.79      |   |      | US$ | 0.60    |  | US$ | 0.42   
|Dividends per share                                                                                                                |  | US$                                                                  | 11.46   |      | US$ | 6.47      |  |     |          |   |      |     |        |  |     |       
|Dividends per ADS equivalent                                                                                                       |  | US$                                                                  | 0.57    |      | US$ | 0.32      |  |     |          |   |      |     |        |  |     |       



|(1) | Each ADS is equivalent to one-twentieth of one share of common stock. On November 22, 2004, we changed the ratio of our ADSs traded on The New
York Stock Exchange (NYSE) from four ADSs for three common shares to four ADSs for one common share. VimpelCom ADS holders as of record at the close of business on November 19, 2004 received two additional ADSs for every ADS held.
On August 8, 2007, we changed the ratio of our ADSs traded on the NYSE from four ADSs for one
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



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##### Table of Contents

| | common share to twenty ADSs for one common share. VimpelCom ADS holders as of record at the close of business on August 17, 2007 received four additional ADSs for every ADS held. All share
information presented herein reflects the change in the ratio. There were no changes to our underlying common shares.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Diluted income before cumulative effect of change in accounting principle attributable to VimpelCom and diluted net income attributable to VimpelCom per common share
and ADS equivalent includes dilution for employee stock options for 2008, 2007, 2006, 2005 and 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Restated amounts for the year ended December 31, 2008. Please refer to Note 23, Restatement of the Measurement of Noncontrolling Interest, to our consolidated financial
statements included elsewhere in this Annual Report on Form 20-F/A.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                      |  |                                |            |   |      |     |            |      |  |     |           |   |  |      |           |   |  |     |           |  
|----------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | --- | ---------- | ---- |  | --- | --------- | - |  | ---- | --------- | - |  | --- | --------- | -
|                                                                                                      |  | At December 31,                |           
|                                                                                                      |  | 2008                           |            |   | 2007 |     |            | 2006 |  |     | 2005      |   |  | 2004 |          
|                                                                                                      |  | (In thousands of U.S. dollars) |           
|Consolidated balance sheets data:                                                                     |  |                                |            |   |      |     |            |      |  |     |           |   |  |      |           |   |  |     |           |  
|Cash and cash equivalents                                                                             |  | US$                            | 914,683    |   |      | US$ | 1,003,711  |      |  | US$ | 344,494   |   |  | US$  | 363,646   |   |  | US$ | 305,857   |  
|Working capital (deficit)(1)                                                                          |  |                                | (1,407,795 | ) |      |     | (272,784   | )    |  |     | (487,420  | ) |  |      | (457,927  | ) |  |     | (127,903  | )
|Property and equipment, net                                                                           |  |                                | 6,425,873  |   |      |     | 5,497,819  |      |  |     | 4,615,675 |   |  |      | 3,211,112 |   |  |     | 2,314,405 |  
|Telecommunications licenses and allocations of frequencies, goodwill and other intangible assets, net |  |                                | 5,124,555  |   |      |     | 2,217,529  |      |  |     | 1,957,949 |   |  |      | 1,500,799 |   |  |     | 1,338,305 |  
|Total assets                                                                                          |  |                                | 15,725,153 |   |      |     | 10,568,884 |      |  |     | 8,436,546 |   |  |      | 6,307,036 |   |  |     | 4,780,241 |  
|Total debt, including current portion(2)                                                              |  |                                | 8,442,926  |   |      |     | 2,766,609  |      |  |     | 2,489,432 |   |  |      | 1,998,166 |   |  |     | 1,581,138 |  
|Total liabilities                                                                                     |  |                                | 11,115,307 |   |      |     | 4,868,688  |      |  |     | 4,235,777 |   |  |      | 3,377,861 |   |  |     | 2,620,728 |  
|Redeemable noncontrolling interest*                                                                   |  |                                | 469,604    |   |      |     |           |      |  |     |          |   |  |      |          |   |  |     |          |  
|Total equity (restated*)                                                                              |  | US$                            | 4,140,242  |   |      | US$ | 5,700,196  |      |  | US$ | 4,200,769 |   |  | US$  | 2,929,175 |   |  | US$ | 2,159,513 |  



|(1) | Working capital is calculated as current assets less current liabilities.
|--- | -------------------------------------------------------------------------

|(2) | Includes bank loans, Russian ruble denominated bonds, equipment financing and capital lease obligations for all periods presented. Subsequent to December 31, 2008,
there have been a number of additional changes in certain of our outstanding indebtedness. For information regarding these changes, see Item 5Operating and Financial Review and ProspectsLiquidity and Capital
ResourcesFinancing activities.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Restated amounts as of December 31, 2008. Please refer to Note 23, Restatement of the Measurement of Noncontrolling Interest, to our consolidated financial statements
included elsewhere in this Annual Report on Form 20-F/A.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3



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Selected Operating Data

The following selected operating data as of December 31, 2008, 2007, 2006, 2005 and 2004 has been derived from internal company sources
and from independent sources that we believe to be reliable. The selected operating data set forth below should be read in conjunction with VimpelComs consolidated financial statements and their related notes included elsewhere in this Annual
Report on Form 20-F/A and the section of this Annual Report on Form 20-F/A entitled Item 5Operating and Financial Review and Prospects. Our subscriber data, ARPU and MOU for years 2005  2008 and churn figures for year 2008 in
the table below are reported on the basis of active subscribers.



|                                                                |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|--------------------------------------------------------------- |  | ------------------ | - |  | ----------- | - |  | ----------- | - |  | ----------- | - |  | ----------- | -
|                                                                |  | As of December 31, |  
|                                                                |  | 2008               |   |  | 2007        |   |  | 2006        |   |  | 2005        |   |  | 2004        |  
|Selected industry operating data:                               |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Estimated population:(1)                                        |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Russia                                                          |  | 142,008,800        |   |  | 142,008,800 |   |  | 145,166,700 |   |  | 145,166,700 |   |  | 145,166,700 |  
|Kazakhstan                                                      |  | 15,571,500         |   |  | 15,571,500  |   |  | 14,953,000  |   |  | 14,938,400  |   |  | 14,938,400  |  
|Ukraine                                                         |  | 46,192,300         |   |  | 46,192,300  |   |  | 48,457,000  |   |  | 48,457,000  |   |  |            |  
|Tajikistan                                                      |  | 7,215,700          |   |  | 7,215,700   |   |  | 6,919,900   |   |  | 6,780,400   |   |  |            |  
|Uzbekistan                                                      |  | 27,100,000         |   |  | 27,100,000  |   |  | 26,021,300  |   |  |            |   |  |            |  
|Armenia                                                         |  | 3,230,100          |   |  | 3,230,100   |   |  | 3,200,000   |   |  |            |   |  |            |  
|Georgia                                                         |  | 4,500,000          |   |  | 4,500,000   |   |  |            |   |  |            |   |  |            |  
|Estimated mobile subscribers:(2)                                |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Russia                                                          |  | 187,830,000        |   |  | 172,870,000 |   |  | 151,920,000 |   |  | 125,760,000 |   |  | 74,350,000  |  
|Kazakhstan                                                      |  | 14,437,927         |   |  | 12,692,511  |   |  | 7,735,500   |   |  | 5,510,300   |   |  | 2,700,000   |  
|Ukraine                                                         |  | 55,793,102         |   |  | 55,596,318  |   |  | 49,219,900  |   |  | 30,205,100  |   |  |            |  
|Tajikistan                                                      |  | 3,428,061          |   |  | 2,131,103   |   |  | 821,500     |   |  | 275,000     |   |  |            |  
|Uzbekistan                                                      |  | 12,276,098         |   |  | 5,931,796   |   |  | 2,716,700   |   |  |            |   |  |            |  
|Armenia                                                         |  | 2,561,280          |   |  | 1,868,571   |   |  | 1,184,000   |   |  |            |   |  |            |  
|Georgia                                                         |  | 3,757,055          |   |  | 2,690,405   |   |  |            |   |  |            |   |  |            |  
|Mobile penetration rate:(3)                                     |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Russia                                                          |  | 132.3              | % |  | 121.7       | % |  | 104.6       | % |  | 86.6        | % |  | 51.2        | %
|Kazakhstan                                                      |  | 92.7               | % |  | 81.5        | % |  | 51.7        | % |  | 36.9        | % |  | 18.1        | %
|Ukraine                                                         |  | 120.8              | % |  | 120.4       | % |  | 103.4       | % |  | 63.8        | % |  |            |  
|Tajikistan                                                      |  | 47.5               | % |  | 29.5        | % |  | 11.9        | % |  | 4.1         | % |  |            |  
|Uzbekistan                                                      |  | 45.3               | % |  | 21.9        | % |  | 10.4        | % |  |            |   |  |            |  
|Armenia                                                         |  | 79.3               | % |  | 57.8        | % |  | 37.0        | % |  |            |   |  |            |  
|Georgia                                                         |  | 83.5               | % |  | 59.8        | % |  |            |   |  |            |   |  |            |  
|Selected company operating data:                                |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|End of period mobile subscribers:                               |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Russia                                                          |  | 47,676,844         |   |  | 42,221,252  |   |  | 39,782,690  |   |  | 35,936,356  |   |  |            |  
|Kazakhstan                                                      |  | 6,269,927          |   |  | 4,603,300   |   |  | 3,052,878   |   |  | 1,813,938   |   |  |            |  
|Ukraine                                                         |  | 2,052,493          |   |  | 1,941,251   |   |  | 1,523,682   |   |  | 249,189     |   |  |            |  
|Tajikistan                                                      |  | 624,624            |   |  | 339,393     |   |  | 72,028      |   |  |            |   |  |            |  
|Uzbekistan                                                      |  | 3,636,243          |   |  | 2,119,612   |   |  | 700,470     |   |  |            |   |  |            |  
|Armenia                                                         |  | 544,271            |   |  | 442,484     |   |  | 415,965     |   |  |            |   |  |            |  
|Georgia                                                         |  | 225,055            |   |  | 72,655      |   |  |            |   |  |            |   |  |            |  
|Total mobile subscribers                                        |  | 61,029,457         |   |  | 51,739,947  |   |  | 45,547,713  |   |  | 37,999,483  |   |  |            |  
|Market share:(4)                                                |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Russia                                                          |  | 25.4               | % |  | 29.9        | % |  | 31.7        | % |  | 34.3        | % |  | 34.6        | %
|Kazakhstan                                                      |  | 43.4               | % |  | 46.5        | % |  | 49.5        | % |  | 37.2        | % |  | 31.8        | %
|Ukraine                                                         |  | 3.6                | % |  | 4.8         | % |  | 3.8         | % |  | 0.9         | % |  |            |  
|Tajikistan                                                      |  | 18.3               | % |  | 18.1        | % |  | 7.0         | % |  | 9.6         | % |  |            |  
|Uzbekistan                                                      |  | 29.6               | % |  | 37.3        | % |  | 27.2        | % |  |            |   |  |            |  
|Armenia                                                         |  | 21.2               | % |  | 26.1        | % |  | 37.9        | % |  |            |   |  |            |  
|Georgia                                                         |  | 6.0                | % |  | 3.7         | % |  |             |   |  |             |   |  |             |  
|Monthly average minutes of use per mobile subscriber (MOU)(5) |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Russia                                                          |  | 219.1              |   |  | 192.1       |   |  | 145.9       |   |  | 120.4       |   |  |            |  
|Kazakhstan                                                      |  | 104.3              |   |  | 94.6        |   |  | 70.4        |   |  | 55.3        |   |  |            |  
|Ukraine                                                         |  | 231.8              |   |  | 163.2       |   |  | 149.7       |   |  | 36.2        |   |  |            |  



4



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##### Table of Contents

|                                                                       |  |     |           |   |  |     |        |   |  |     |        |   |  |     |        |   |  |        |  
|---------------------------------------------------------------------- |  | --- | --------- | - |  | --- | ------ | - |  | --- | ------ | - |  | --- | ------ | - |  | ------ | -
|Tajikistan                                                             |  |     | 238.9     |   |  |     | 220.6  |   |  |     | 121.1  |   |  |     |       |   |  |       |  
|Uzbekistan                                                             |  |     | 287.8     |   |  |     | 274.0  |   |  |     | 320.5  |   |  |     |       |   |  |       |  
|Armenia                                                                |  |     | 152.1     |   |  |     | 169.9  |   |  |     | 178.0  |   |  |     |       |   |  |        |  
|Georgia                                                                |  |     | 113.6     |   |  |     | 102.5  |   |  |     |       |   |  |     |       |   |  |        |  
|Monthly average revenue per mobile subscriber (ARPU)                 |  |     |           |   |  |     |        |   |  |     |        |   |  |     |        |   |  |        |  
|Russia                                                                 |  | US$ | 13.9      |   |  | US$ | 12.6   |   |  | US$ | 9.6    |   |  | US$ | 8.5    |   |  |        |  
|Kazakhstan                                                             |  | US$ | 11.7      |   |  | US$ | 13.1   |   |  | US$ | 12.6   |   |  | US$ | 11.3   |   |  |        |  
|Ukraine                                                                |  | US$ | 7.6       |   |  | US$ | 4.7    |   |  | US$ | 5.0    |   |  | US$ | 4.3    |   |  |        |  
|Tajikistan                                                             |  | US$ | 9.5       |   |  | US$ | 9.7    |   |  | US$ | 6.8    |   |  |     |        |   |  |        |  
|Uzbekistan                                                             |  | US$ | 6.4       |   |  | US$ | 7.1    |   |  | US$ | 11.9   |   |  |     |        |   |  |        |  
|Armenia                                                                |  | US$ | 14.6      |   |  | US$ | 16.7   |   |  | US$ | 17.0   |   |  |     |        |   |  |        |  
|Georgia                                                                |  | US$ | 9.0       |   |  | US$ | 7.4    |   |  |     |       |   |  |     |        |   |  |        |  
|Churn rate(6)                                                          |  |     |           |   |  |     |        |   |  |     |        |   |  |     |        |   |  |        |  
|Russia                                                                 |  |     | 34.6      | % |  |     | 32.9   | % |  |     | 35.4   | % |  |     | 30.4   | % |  | 29.3   | %
|Kazakhstan                                                             |  |     | 31.5      | % |  |     | 23.5   | % |  |     | 32.8   | % |  |     | 30.3   | % |  | 19.0   | %
|Ukraine                                                                |  |     | 84.0      | % |  |     | 61.8   | % |  |     | 18.6   | % |  |     |       |   |  |       |  
|Tajikistan                                                             |  |     | 42.8      | % |  |     | 4.6    | % |  |     | 95.1   | % |  |     |       |   |  |       |  
|Uzbekistan                                                             |  |     | 55.6      | % |  |     | 61.7   | % |  |     | 44.9   | % |  |     |       |   |  |       |  
|Armenia                                                                |  |     | 106.2     | % |  |     | 49.7   | % |  |     | 9.1    | % |  |     |       |   |  |       |  
|Georgia                                                                |  |     | 47.2      | % |  |     | 1.0    | % |  |     |       |   |  |     |       |   |  |       |  
|Number of GSM base stations(7):                                        |  |     |           |   |  |     |        |   |  |     |        |   |  |     |        |   |  |        |  
|Russia                                                                 |  |     | 26,633    |   |  |     | 22,088 |   |  |     | 19,241 |   |  |     | 15,659 |   |  | 10,659 |  
|Kazakhstan                                                             |  |     | 3,119     |   |  |     | 2,291  |   |  |     | 1,791  |   |  |     | 1,126  |   |  | 586    |  
|Ukraine                                                                |  |     | 3,015     |   |  |     | 2,294  |   |  |     | 1,653  |   |  |     | 596    |   |  |       |  
|Tajikistan                                                             |  |     | 494       |   |  |     | 326    |   |  |     | 107    |   |  |     | 6      |   |  |       |  
|Uzbekistan                                                             |  |     | 1,573     |   |  |     | 928    |   |  |     | 626    |   |  |     |       |   |  |       |  
|Armenia                                                                |  |     | 503       |   |  |     | 379    |   |  |     | 205    |   |  |     |       |   |  |       |  
|Georgia                                                                |  |     | 514       |   |  |     | 215    |   |  |     |       |   |  |     |       |   |  |       |  
|End of period broadband subscribers(8):                                |  |     |           |   |  |     |        |   |  |     |        |   |  |     |        |   |  |        |  
|Russia                                                                 |  |     | 1,181,916 |   |  |     |       |   |  |     |       |   |  |     |       |   |  |       |  
|Ukraine                                                                |  |     | 24,147    |   |  |     |       |   |  |     |       |   |  |     |       |   |  |       |  
|Total broadband subscribers                                            |  |     | 1,206,063 |   |  |     |       |   |  |     |       |   |  |     |       |   |  |       |  
|Monthly average revenue per broadband subscriber (broadband ARPU)(9) |  |     |           |   |  |     |        |   |  |     |        |   |  |     |        |   |  |        |  
|Russia                                                                 |  | US$ | 15.2      |   |  |     |       |   |  |     |       |   |  |     |       |   |  |       |  
|Ukraine                                                                |  | US$ | 15.3      |   |  |     |       |   |  |     |       |   |  |     |       |   |  |       |  



|(1) | Estimated population statistics for the year 2008 and 2007 for all countries were published by the Interstate Statistical Committee of the CIS. For the years 2006, 2005
and 2004, estimated population statistics for Russia were published by the Federal State Statistics Service, or Goskomstat, of Russia; estimated population statistics for Kazakhstan were published by the Statistics Agency of Kazakhstan; estimated
population statistics for Ukraine were published by Goskomstat of Ukraine; and estimated population statistics for Uzbekistan, Armenia and Georgia were provided by our company.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | For the years 2008 and 2007, estimated mobile subscriber statistics for all countries were provided by AC&M Consulting, a management consulting and research agency
specializing in the telecommunications industry in Russia and the CIS. For the years 2006 and 2005, estimated registered mobile subscriber statistics for Russia and Ukraine were published by AC&M Consulting. For the year 2004, estimated
registered mobile subscriber statistics for Russia and Ukraine were provided by our company. Estimated registered mobile subscriber statistics for Kazakhstan, Uzbekistan, Tajikistan, Armenia and Georgia for the years 2006, 2005 and 2004 were
provided by our company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | For the years 2006 and 2005, penetration rates for Russia and Ukraine are based on data provided by AC&M Consulting. Penetration rates for all other countries for
the years 2006 and 2005 and all countries for the years 2008, 2007 and 2004 are calculated by dividing the total estimated number of mobile subscribers in each relevant area (see Note (2)) by the total estimated population in such area (see
Note (1)) as of the end of the relevant period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | For the years 2008, 2007, 2006 and 2005, market share of subscribers for each relevant area (Russia, Kazakhstan, Ukraine, Tajikistan, Uzbekistan, Armenia and Georgia)
is based on data provided by AC&M Consulting. Market share of subscribers for the year 2004 is based on our companys estimates. Starting from January 1, 2008 VimpelComs subscriber market share is being reported solely on the
basis of active subscribers, while previously it was based on registered subscribers. The drop in the reported market share in 2008 as compared to 2007 is caused by the change of reporting methodology.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Monthly MOU is calculated by dividing the total number of minutes of usage for incoming and outgoing calls during the relevant period (excluding guest roamers) by the
average number of subscribers during the period and dividing by the number of months in that period.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5



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##### Table of Contents

|(6) | Churn rate for 2008 is based on active subscribers while churn for previous years was reported on the basis of registered subscribers. We define our churn of active
subscribers as the number of active subscribers who left active base over the reported period expressed as a percentage of the midpoint of active base at the beginning and at the end of the period. The total number of churned subscribers is
calculated as a difference between sales in the reported period and changing of active base for reported period. For previous periods we defined our churn rate of registered subscribers as the total number of registered subscribers disconnected from
our network within a given period expressed as a percentage of the midpoint of registered subscribers in our network at the beginning and end of that period. Contract subscribers were disconnected if they had not paid their bills for up to two
months. Prepaid subscribers were disconnected in two cases: (1) an account had been blocked after the balance drops to US$0 or below for up to six months or (2) an account showed no chargeable transaction for up to ten months. The exact
number of months prior to disconnection varied by country and depended on the legislation and market specifics. Migration between prepaid and contract forms of payment was technically recorded as churn, which contributed to our churn rate even
though we did not lose those subscribers. Similarly, prepaid customers who changed tariff plans by purchasing a new SIM card with our company were also counted as churn. Policies regarding the calculation of churn differ among operators.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Including 3G base stations.
|--- | ---------------------------

|(8) | Broadband subscribers are those subscribers in the registered subscriber base who were a party to a revenue generating activity in the past three months. Such
activities include monthly internet access using FTTB, xDSL and WiFi technologies as well as mobile home internet service via USB modems.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | We calculate broadband ARPU as service revenue generated by broadband subscribers during the relevant period divided by the average number of the Companys
broadband subscribers during the period and divided by the number of months in that period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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B. Capitalization and Indebtedness

Not required.

C. Reasons for
the Offer and Use of Proceeds

Not required.

D. Risk Factors

The risk factors below are associated with our company
and our ADSs. Before purchasing our ADSs, you should carefully consider all of the information set forth in this Annual Report on Form 20-F/A and, in particular, the risks described below. If any of the following risks actually occur, our business,
financial condition or results of operations could be harmed. In that case, the trading price of our ADSs could decline and you could lose all or part of your investment.

The risks and uncertainties below are not the only ones we face, but represent the risks that we believe are material. However, there may
be additional risks that we currently consider not to be material or of which we are not currently aware and these risks could have the effects set forth above.

Risks Related to Our Business

Substantial leverage and debt service obligations may
materially adversely affect our cash flow.

We have substantial amounts of outstanding indebtedness. As of
December 31, 2008, the aggregate principal on our total outstanding indebtedness was approximately US$8,442.9 million. For more information regarding our outstanding indebtedness, see the sections of this Annual Report on Form 20-F/A entitled
Item 5Operating and Financial Review and ProspectsLiquidity and Capital ResourcesFinancing activities.

Our substantial leverage and the limits imposed by our debt obligations could have significant negative consequences, including limiting our ability to obtain additional financing, constraining our ability to invest in our business and
placing us at a possible competitive disadvantage relative to less leveraged competitors which have greater access to capital resources.

We must generate sufficient net cash flow in order to meet our debt service obligations, and we cannot assure you that we will be able to meet such obligations. If we are unable to generate sufficient
cash flow or otherwise obtain funds necessary to make required payments, we would be in default under the terms of our indebtedness and the holders of our indebtedness would be able to accelerate the maturity of such indebtedness and could cause
defaults under our other indebtedness.

If we do not generate sufficient cash flow from operations in order to meet our debt
service obligations, we may have to undertake alternative financing plans to alleviate liquidity constraints, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital expenditures or seeking additional capital. We
cannot assure you that any refinancing or additional financing would be available on acceptable terms, or that assets could be sold, or if sold, the timing of the sales and whether the proceeds realized from those sales would be sufficient to meet
our debt service obligations. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance debt on commercially reasonable terms, could materially adversely affect our business, financial condition, results
of operations and business prospects.

Covenants in our debt agreements could impair our liquidity and our ability to expand or finance our
future operations.

The loan agreements and vendor financing agreements under which we borrow funds (as set forth in
further detail in Item 5Operating and Financial Review and ProspectsLiquidity and Capital ResourcesFinancing activities) contain a number of different covenants that impose on us certain operating and financial
restrictions. Some of these covenants relate to the financial performance of our company, such as the level of earnings, debt, assets and shareholders equity. Other covenants limit the ability of, and in some cases prohibit, among other things, our
company and certain of our subsidiaries from incurring additional indebtedness, creating liens on assets, entering into business combinations or engaging in certain activities with companies



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within our group. A failure to comply with these covenants would constitute a default under these relevant loan and vendor financing agreements and could trigger cross payment default/cross
acceleration provisions under some or all of these agreements discussed above. In the event of such a default, the debtors obligations under one or more of these agreements could, under certain circumstances, become immediately due and
payable, which could have a material adverse effect on our business, our liquidity and our shareholders equity.

We may not be able
to raise additional capital.

The actual amount of debt financing that we will need to raise will be influenced by the
actual pace of subscriber growth over the period, capital expenditures, our acquisition plans and our ability to continue to generate sufficient amounts of revenue and ARPU growth. If we incur additional indebtedness, the related risks that we now
face could increase. Specifically, we may not be able to generate enough cash to pay the principal, interest and other amounts due under our indebtedness. Due to a variety of factors, including a significant tightening in credit standards,
deterioration in the availability of financing, or significant rise in interest rates in Russia, the United States or the European Union, we may not be able to borrow money within the local or international capital markets on acceptable terms or at
all. As a result, we may be unable to make desired capital expenditures, take advantage of investment opportunities, refinance existing indebtedness or meet unexpected financial requirements, and our growth strategy and liquidity may be negatively
affected. This could cause us to be unable to repay indebtedness as it comes due, to delay or abandon anticipated expenditures and investments or otherwise limit operations, which could materially adversely affect our business, financial condition
and results of operations.

Our debts denominated in foreign currencies expose us to foreign exchange loss and convertibility risks.

We have introduced Russian ruble denominated mobile and fixed-line tariff plans throughout our license areas in Russia and we
denominate tariffs in local currencies in most of our CIS operations. As we continue to have U.S. dollar- and Euro-denominated debts and continue to buy our telecommunications equipment in foreign currencies, we are exposed to higher foreign
exchange loss risks related to the varying exchange rate of the Russian ruble and local CIS currencies against the U.S. dollar or Euro. Unless properly hedged, these risks could have a material adverse effect on our business, financial condition and
results of operations. There can be no assurance that we will be able to effectively hedge currency fluctuations due to the cost or availability of hedging instruments. Also, the imposition of exchange controls or other similar restrictions on
currency convertibility in the CIS countries could limit our ability to convert currencies in a timely manner or at all, which could have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in the value of the Russian ruble and CIS currencies against the U.S. dollar, as well as our ability to convert our revenues, could
materially adversely affect our business, financial condition and results of operations.

A significant amount of our
costs, expenditures and liabilities are denominated in U.S. dollars, including capital expenditures and borrowings. We are required to collect revenues from our subscribers and from other Russian telecommunications operators for interconnect charges
in Russian rubles, and there may be limits on our ability to convert these Russian rubles into foreign currency. We hold part of our readily available cash in U.S. dollars and Euros in order to manage against the risk of Russian ruble devaluation.
Even though we have entered into forward and option agreements to hedge some of our financial obligations, if the U.S. dollar value of the Russian ruble were to dramatically decline, we could have difficulty repaying or refinancing our foreign
currency denominated indebtedness. Significant changes in the Russian ruble to the value of the U.S. dollar or the Euro, unless effectively hedged, could result in significant variability in our earnings and cash flows. There can be no assurance
that we will be able to effectively hedge currency fluctions due to the cost or availability of hedging instruments. An increase in the Russian ruble value of the U.S. dollar could, unless effectively hedged, result in a net foreign exchange loss
due to an increase in the Russian ruble value of our U.S. dollar denominated liabilities. In turn, our net income could decrease. Accordingly, fluctuations in the value of the Russian ruble against the U.S. dollar could materially adversely affect
our business, financial condition and results of operations. For more information about the market risks we are exposed to as a result of foreign currency exchange rate fluctuations, please see the section of the Annual Report on Form 20-F/A
entitled Item 11Quantitative and Qualitative Disclosures About Market Risk.



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In Kazakhstan, our costs, expenditures and current liabilities are denominated in the Kazakh
tenge. Although our tariffs are also denominated in the Kazakh tenge, our subsidiary KaR-Tel has significant long-term financial liabilities denominated in the U.S. dollar. Similar to Kazakhstan, our costs, expenditures, current liabilities and
tariffs in Ukraine are denominated in the Ukrainian hryvnia, but our subsidiary, Closed Joint Stock Company Ukrainian RadioSystems, or URS, has significant long-term financial liabilities denominated in the U.S. dollar. If the U.S.
dollar value of the Kazakh tenge or the Ukrainian hryvnia declines, we could have difficulty repaying or refinancing our foreign currency denominated indebtedness, which could have a material adverse effect on our business, financial condition and
results of operations. Also, the imposition of exchange controls or other similar restrictions on currency convertibility in Kazakhstan, Ukraine, Uzbekistan and other CIS countries could limit our ability to convert currencies in a timely and
profitable manner, which could adversely affect our business, financial condition and results of operations.

Telenor and Alfa Group each
beneficially owns a significant portion of our equity, which allows each of them to block shareholder decisions requiring a 75.0% vote, and their nominees to our board of directors can block board decisions requiring a supermajority vote.

Two of our beneficial shareholders, Telenor East Invest AS, or Telenor, and Eco Telecom Limited, part of the Alfa Group
of companies, or the Alfa Group, each beneficially owns enough voting stock to block shareholder decisions that require at least a 75.0% majority vote. Telenor has reported that it beneficially owned 29.9% of our voting capital stock and Alfa Group
has reported that it beneficially owns 44.0% of our voting capital stock. There is a risk that either of them could use its greater than 25.0% beneficial ownership of our voting capital stock to block certain shareholder decisions in a manner that
may not be in our best interest or in the best interest of our minority shareholders or other security holders. For more information regarding each of Telenors and Alfa Groups beneficial ownership of our shares, see the section of this
Annual Report on Form 20-F/A entitled Item 7Major Shareholders and Related Party TransactionsA. Major Shareholders.

Furthermore, each of Telenor and Alfa Group has sufficient votes to elect at least three candidates to our board of directors. Several important decisions of our board may require the approval of at least
eight out of nine directors, including: the approval of the business priorities and strategic orientations of our company; acquisitions or sales of shareholdings in other companies; approval and amendment of the annual budget and business plan (and
approving any agreements beyond the limits of the approved budget and business plan); approval, amendment or termination of internal documents of our company (except those requiring shareholder approval); and appointment, dismissal and early
termination of the authority of the general director. Therefore, there is a risk that Telenors and Alfa Groups respective nominees to our board of directors could use their positions to block certain board decisions requiring an eight
out of nine vote of the board in a manner that may not be in our best interest or the best interest of our minority shareholders or other security holders. For more information regarding our board of directors and each of Telenors and Alfa
Groups right to nominate directors, see the section of this Annual Report on Form 20-F/A entitled Item 6Directors, Senior Management and Employees.

We have a limited non-compete agreement with our strategic shareholders and our strategic shareholders may pursue different development strategies from us and from one another in Russia, the CIS or
other regions, which may hinder our companys ability to expand and/or compete in such regions and may lead to a further deterioration in the relationship between our two strategic shareholders.

The agreements currently in place among Telenor, Alfa Group and our company include a non-compete provision, but it is limited to Russia and
does not extend to the CIS or any other country. In 2003, after receiving a waiver of this non-compete provision from our board (which waiver was approved by our three independent, disinterested directors as such terms are defined under Russian
law), Alfa Group acquired a stake in Open Joint Stock Company MegaFon, or MegaFon, one of our main competitors. At the time, Alfa Group confirmed that following its acquisition of a stake in MegaFon, our company continues to be its
primary investment vehicle in the Russian telecommunications industry. If Alfa Groups investment focus shifts in favor of MegaFon, our company may be deprived of the important benefits and resources that it derives from Alfa Groups
current telecommunications investment policy. Additionally, a shift in Alfa Groups focus in favor of MegaFon may hinder our activities and operations and may prevent our further expansion.

Telenor and/or Alfa Group may have different strategies from us and from one another in pursuing development in the CIS or other regions
outside of the CIS. For example, an affiliate of Telenor and a member of the Alfa Group of companies reportedly own 56.5% and 43.5%, respectively, of Joint Stock Company Kyivstar GSM, or Kyivstar, a mobile operator in Ukraine which
competes with our Ukrainian subsidiary, URS. According to public reports, Telenor and Alfa Group have been involved in various disputes and litigations regarding their ownership of and control over Kyivstar. In addition, our company has been
unsuccessfully sued in the Russian courts by Telenor challenging our companys acquisition of URS.



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The directors affiliated with Telenor and Alfa Group, respectively, have the ability to
block decisions affecting our ability to expand our operations to the extent board approval is required. If shareholder approval is required, either or both of our strategic shareholders may have the ability to block decisions affecting our ability
to expand our operations at the relevant shareholders meeting.

We cannot assure you that we, Telenor and Alfa Group may not
wish to pursue different strategies, including in countries where one or both of our strategic shareholders have a presence and that our strategic shareholders will not take steps to block or challenge decisions affecting our ability to expand our
operations in the future. Furthermore, if and to the extent that our strategic shareholders have different expansion strategies, it could lead to a further deterioration in their relationship which could have a material adverse effect on our
business, financial condition and prospects.

Our strategic shareholders are involved in various disputes and litigations which have caused
a deterioration in their relationship and could lead to a further deterioration which could have a material adverse effect on our business, financial condition and prospects and which could subject our company to further claims.

According to public reports, Telenor and Alfa Group have been involved in various disputes and litigations regarding their ownership of and
control over Kyivstar. In addition, according to public reports, Alfa Group has commenced an arbitration in Geneva against Telenor claiming damages for breach of the shareholders agreement between Alfa Group and Telenor relating to VimpelCom in
connection with alleged delays in our completion of the acquisition of URS. Telenor has also filed a claim in the U.S. federal court against several companies within the Alfa Group alleging violations of U.S. securities laws in connection with
certain purchases of our securities. We are not a party to this arbitration or court proceeding. Furthermore, the Eighth Arbitrazh Apellate Court in Omsk has held Telenor liable for approximately US$1.7 billion in damages payable to our company in
connection with a court case, or the Farimex Case, brought against Telenor by Farimex Products, Inc., the purported holder of 25,000 of our ADSs. While we were named a third party to the case, we have not participated in the proceedings to date.
Under Russian law, a person named as a third party to a claim is generally a person potentially interested in the case who can participate in the proceedings if it so chooses. The claim alleges, among other things, damages caused to our company by
the actions of Telenor with regard to delaying our entrance into the Ukrainian telecommunications market. Press reports state that Telenor believes that Farimex is linked to Alfa Group and that Alfa Group denies any such links. Telenor has stated
that it has appealed the courts decision. In addition, in connection with the US$1.7 billion judgment rendered against Telenor by the Eighth Arbitrazh Apellate Court in the Farimex Case, the court bailiff has arrested 15.3 million of our
ordinary shares owned by Telenor. We understand that these shares can, under certain circumstances, be sold by the court bailiff to satisfy the court judgment. We also understand that the court bailiff may transfer the shares to us to the extent
that they cannot be sold to satisfy the court judgment within a certain period of time. We are monitoring the case and are studying what, if any, consequences (including possible tax consequences) may arise from the judgment. We received a letter
from Telenor, dated March 31, 2009, addressed to our former CEO, relating to the Farimex Case. In the letter, Telenor alleges that in connection with the Farimex Case there have been gross violations of Telenors procedural and substantive
rights, and states, among other things, that they expect that VimpelCom would publicly denounce the Farimex Case and publicly state that it will have nothing to do with the case or any proceeds from the Farimex Case. Telenor also stated in the
letter that if for any reason we accept, whether actively or through our own inaction, the payment of proceeds of enforcement of the Farimex Case, Telenor will not hesitate to pursue whatever remedies against us (and, if appropriate, any of our
management involved, personally) as may be available to Telenor in the United States and Europe, or before any transnational courts or agencies. On April 3, 2009, we responded to Telenors letter and stated, among other things, that if and
when we are faced with a decision respecting the outcome or implications of the Farimex Case, we, of course, will act in accordance with all applicable laws, rules and regulations and in the best interests of our shareholders and that we will
protect our reputation and will defend our company and our officers and directors against actions taken against us or them.

To the extent that our strategic shareholders continue to engage in disputes and litigations in connection with the matters described above or with other matters, it could lead to a further deterioration in their relationship which could
have a material adverse effect on our business, financial condition and prospects and could lead to further claims being made against our company by our strategic shareholders or others, which in turn could result in a material adverse effect on our
business, financial condition and prospects. For more information about litigation relating to Telenor and Alfa Group, please see the section of this Annual Report on Form 20-F/A entitled Item 4Information on the CompanyLegal
Proceedings.



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A disposition by one or both of our strategic shareholders of their respective stakes in our company or a
change in control of our company, including as a result of any forced sale of Telenors stake in connection with the Farimex Case, could harm our business.

Under certain of our debt agreements, we have change of control provisions that may require us to make a prepayment if certain parties acquire beneficial or legal ownership of or control over
more than 50.0% of the shares in our company. These changes of control provisions generally exclude acquisitions of shares by reputable international telecommunications operators with at least a minimum specified debt rating. If a change of control
is triggered and we fail to make any required prepayment, this could lead to an event of default, and could trigger cross default/cross acceleration provisions under certain of our other debt agreements. In such event, our obligations under one or
more of these agreements could become immediately due and payable, which would have a material adverse effect on our business, financial condition and results of operations.

Alfa Group has disclosed that its affiliate, Eco Telecom, has pledged all of our common shares, preferred shares and ADSs owned by it as
security in connection with a US$2.0 billion loan from the Bank for Development and Foreign Economic Affairs, or Vnesheconombank, a Russian state bank. In addition, as discussed in the immediately prior risk factor, in connection with the
US$1.7 billion judgment rendered against Telenor in the Farimex Case, the court bailiff has arrested 15.3 million of our ordinary shares owned by Telenor. We understand that these shares can, under certain circumstances, be sold by the court
bailiff to satisfy the court judgment. For more information about these matters, please see the section of this Annual Report on Form 20-F/A entitled Item 7Major Shareholders and Related Party TransactionsA. Major
Shareholders and Item 4Information on the CompanyLegal Proceedings. If Telenor or Alfa Group were to dispose of their stakes in VimpelCom, either voluntarily or involuntarily through, for example, a sale of
Telenors shares by the court bailiff or the foreclosure on the Eco Telecoms pledged shares, respectively, our company may be deprived of the benefits and resources that it derives from Telenor and Alfa Group, respectively, which could
have a material adverse effect on our business, financial condition and results of operations.

We may not realize the
anticipated benefits from acquisitions and we may assume unexpected or unforeseen liabilities and obligations or incur greater than expected liabilities in connection with acquisitions.

The actual outcome of acquisitions, including, without limitation, our recent acquisitions of a minority stake in Euroset Group
(Euroset), a mobile retail chain, a minority stake in Joint Stock Company GTEl-Mobile (which holds a GSM license in Vietnam) (GTEL-Mobile), Sotelco Ltd. (which holds a GSM license in Cambodia) (Sotelco), Limited
Liability Company Dominanta (which holds a mobile digital television license in the DVB-H standard) and Golden Telecom and Golden Telecoms recent acquisitions of a number of companies including Limited Liability Company
Kolangon-Optim which holds digital television licenses in the DVB-T standard, and their effect on our company and the results of our operations may differ materially from our expectations as a result of the following factors, among
others:



| |  |  | past and future compliance with the terms of the telecommunications license and permissions of the acquired companies, their ability to get additional
frequencies and their past and future compliance with applicable laws, rules and regulations (including, without limitation, tax and customs legislation);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unexpected or unforeseen liabilities or obligations or greater than expected liabilities incurred prior to or after the acquisition, including tax,
customs, indebtedness and other liabilities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the acquired companys inability to comply with the terms of its debt and other contractual obligations;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | the acquired companys ability to obtain or maintain favorable interconnect terms;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | our inability to extract anticipated synergies or to integrate an acquired business into our group in a timely and cost-effective manner;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes to the incumbent management personnel of our acquired companies or the possible deterioration of relationships with employees and customers as
a result of integration;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | exposure to foreign exchange risks that are difficult or expensive to hedge;
| | - |  | ----------------------------------------------------------------------------



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| |  |  | the acquired companys inability to protect its trademarks and intellectual property and to register trademarks and other intellectual property
used by such company in the past;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | developments in competition within each jurisdiction, including the entry of new competitors or an increase in aggressive competitive measures by our
competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | governmental regulation of the relevant industry in each jurisdiction, ambiguity in regulation and changing treatment of certain license conditions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | political economic, social, legal and regulatory developments and uncertainties in each jurisdiction; and
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | claims by third parties challenging our ownership or otherwise.
| | - |  | ---------------------------------------------------------------

Our company may still pursue a strategy that includes additional expansion. Any future acquisitions or investments could be significant and
in any case could involve risks inherent in assessing the value, strengths and weaknesses of such opportunities, particularly if we are unable to conduct thorough due diligence prior to the acquisition. Such acquisitions or investments may divert
our resources and management time. We cannot assure you that any acquisition or investment could be made in a timely manner or on terms and conditions acceptable to us.

A deterioration in macroeconomic conditions could require us to write down goodwill on certain of our assets.

When we purchase a company, we record the difference between the fair value of the assets and the purchase price as goodwill. This goodwill is subject to impairment tests on an ongoing basis. We had
goodwill impairment charges of US$315.0 million in our fixed operations in Russia and US$53.8 million in our Ukrainian mobile operations in 2008. A deterioration in macroeconomic conditions in the countries in which we operate and/or a significant
difference between the performance of an acquired company and the business case assumed at the time of acquisition could require us to further write down the value of the goodwill. A write down in goodwill could impact the covenants under our debt
agreements and could lead to a material adverse effect on our business, financial condition and results of operations.

The benefits of our
business strategy may not materialize if we are unable to successfully integrate Golden Telecom and develop our combined business and if the assumptions underlying our strategy prove to be incorrect.

With the acquisition of Golden Telecom, our corporate strategy now focuses on providing integrated telecommunications services in addition
to our core mobile consumer business. To execute our strategy, our management will be required to devote a significant amount of time and resources to the process of integrating the operations of Golden Telecom with VimpelComs operations,
which will decrease the time management has to manage the combined companys business, service existing clients, attract new clients, develop new services or strategies and respond to increasing forms of competition. The integration process
will require significant input from Golden Telecoms management. Additionally, VimpelCom will depend to a significant extent upon the performance and contributions of Golden Telecoms senior management, as Golden Telecom offers services
that VimpelCom has little or no experience providing. We cannot assure you that we will be able to retain Golden Telecoms senior management. Our inability to integrate successfully could have a material adverse effect on our companys
business, financial condition and results of operations.

In addition, our new corporate strategy is based on certain beliefs
and assumptions, among others, that the mobile and fixed-line assets of VimpelCom and Golden Telecom are complementary, that consumer Internet penetration in our markets is set to grow significantly and that the combination of each companys
respective telecommunications assets will enable us to develop and deliver bundled telecommunications products and take advantage of cross-selling opportunities to grow our mobile and fixed-line subscriber bases. If any of our beliefs or assumptions
proves to be incorrect or if we are unable to effectively execute our strategy, the return on our substantial investment in Golden Telecom may not materialize and our business, financial condition and results of operations would be materially
adversely affected.

Our revenues are often unpredictable and our revenue sources are short-term in nature.

Future revenues from our prepaid mobile subscribers, our primary source of revenues, and our contract mobile subscribers are unpredictable.
We do not require our prepaid mobile subscribers to enter into long-term service contracts and cannot be certain that they will continue to use our services in the future. We require our contract mobile subscribers to enter into service contracts;
however, many of these service contracts can be



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cancelled by the subscriber with limited advance notice and without significant penalty. Our churn rate, which is the number of mobile subscribers disconnected from our mobile network within a
given period expressed as a percentage of the midpoint of the number of subscribers at the beginning and end of that period, fluctuates significantly and is difficult to predict. Our churn rate was 38.2% (based on active base), 34.1% and 35.1% in
2008, 2007 and 2006, respectively. Consumption of mobile telephone services are driven by the level of consumer discretionary income. A deterioration in the economic situation could cause subscribers to have less discretionary income, thus affecting
their spending on our services. The loss of a larger number of subscribers than anticipated could result in a loss of a significant amount of expected revenues. Because we incur costs based on our expectations of future revenues, our failure to
accurately predict revenues could adversely affect our business, financial condition, results of operations and business prospects.



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We have experienced substantial growth and development in a relatively short period of time.

Over the course of the last four fiscal years, we have acquired companies in Armenia, Georgia, Uzbekistan, Tajikistan,
Ukraine and Cambodia as well as in several regions of Russia. We have also entered into a joint venture in Vietnam. Most significantly, we acquired Golden Telecom, thereby entering the fixed-line voice, data and broadband markets in Russia and
certain other countries of the CIS. Management of this growth has required significant managerial and operational resources and is likely to continue to do so. If we are unable to successfully manage our growth and efficiently integrate our
acquisitions, our further development could be hampered and our business, financial condition and results of operations could suffer.

We
could be subject to claims by the Russian tax inspectorate that could have a material adverse effect on our business.

We
have been subject to substantial claims by the Russian tax inspectorate with respect to other tax years for which we have been audited in the past. These claims have resulted in additional payments, including fines and penalties, by our company to
the tax authorities. We have challenged and are currently challenging certain claims by the Russian tax inspectorate in court. For more information regarding tax claims and their effects on our financial statements, see the sections of this Annual
Report on Form 20-F/A entitled Item 4Information on the CompanyLegal Proceedings and Item 5Operating and Financial Review and Prospects and Note 21 to our consolidated financial statements included elsewhere
in this Annual Report on Form 20-F/A. Tax audits both in Russia and in other countries in which we operate are conducted regularly. In addition, for more information concerning the tax risks we face, see the risk factor in this section entitled
Risks Related to the Legal and Regulatory Environment in Russia and the CISUnpredictable tax systems give rise to significant uncertainties and risks that complicate our tax planning and business decisions.

There can be no assurance that we will prevail at any stage of our litigation with the tax inspectorate. In addition, there can be no
assurance that the tax authorities will not claim on the basis of the same asserted tax principles they have claimed against us for prior tax years or different tax principles that additional taxes are owed by our company for prior or future tax
years or that the Ministry of Internal Affairs will not decide to initiate a criminal investigation in connection with claims for prior tax years. The adverse resolution of these or other tax matters that may arise could have a material adverse
effect on our business, financial condition and results of operations.

Our competitors may receive preferential treatment from the
regulatory authorities and benefit from the resources of their shareholders, potentially giving them a substantial competitive advantage over us.

Our competitors, including MTS, MegaFon, GSM Kazakhstan and others, may receive preferential treatment from the regulatory authorities and benefit from the resources of their shareholders, potentially
giving them a substantial competitive advantage over us. Additionally, current or future relationships among our competitors and third parties may restrict our access to critical systems and resources. New competitors or alliances among competitors
could rapidly acquire significant market share. We cannot assure you that we will be able to forge similar relationships or successfully compete against them.

Increased competition and a more diverse subscriber base in our mobile business could impact the average monthly service revenues per subscriber, which may have a material adverse effect on our results
of operations.

Our average monthly service revenues per subscriber, or ARPU, significantly varies depending on the
country of operations. In Russia, our ARPU increased from US$12.6 as of December 31, 2007 to US$13.9 as of December 31, 2008, in Kazakhstan ARPU declined from US$13.1 as of December 31, 2007 to US$11.7 as of December 31, 2008.

We cannot assure you that our ARPU will grow in the future. As subscriber growth rates slow, we are increasingly reliant on
revenue growth for our operations to continue to expand. Our business strategy contemplates such growth and we are expending significant resources to increase our revenues, particularly by marketing new products and value added services to both our
existing subscribers and new corporate and business subscribers. If we are unsuccessful in our marketing campaigns or the services we introduce are not well received by consumers, we will not generate the revenue anticipated and our ARPU may
decline, which may materially adversely affect our business, financial condition and results of operations.



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In addition, as the subscriber penetration rates increase and the markets in which we
operate mature, mobile services providers, including our company, may be forced to utilize more aggressive marketing schemes to retain existing subscribers and attract new ones. If this were to occur, our company may choose to adopt lower tariffs,
offer handset subsidies or increase dealer commissions, any or all of which could materially adversely affect our business, financial condition and results of operations.

If we are unable to maintain our favorable brand image, we may be unable to attract new subscribers and retain existing subscribers, leading to loss of market share and revenues.

We have expended significant time and resources building our Beeline brand image. Our ability to attract new subscribers and
retain existing subscribers depends in part on our ability to maintain what we believe to be our favorable brand image. Negative rumors or various claims by Russian or foreign governmental authorities, individual subscribers and third parties
against our company could materially adversely affect this brand image. In addition, consumer preferences change and our failure to anticipate, identify or react to these changes by providing attractive services at competitive prices could
negatively affect our market share. We cannot assure you that we will continue to maintain a favorable brand image in the future. Any loss of market share resulting from any or all of these factors could negatively affect our business, financial
condition and results of operations.

If we cannot attract, train, retain and motivate qualified personnel, then we may be unable to
successfully manage our business or otherwise compete effectively in the telecommunications industry, which could have a material adverse effect on our business.

To successfully manage our business, we depend in large part upon our ability to attract, train, retain and motivate highly skilled employees and management. There is significant competition for such
employees, particularly during economic downturns such as the one we are currently experiencing. We may lose some of our most talented personnel to our competitors. If we cannot attract, train, retain and motivate qualified personnel, then we may be
unable to successfully manage our business or otherwise compete effectively in the telecommunications industry, which could have a material adverse effect on our business, financial condition, results of operations and business prospects.

We may not be able to recover, or realize the value of, the debt investments that we make in our subsidiaries.

We lend funds to, and make further debt investments in, one or more of our subsidiaries under intercompany loan agreements and other types
of contractual agreements. Certain of our subsidiaries are also parties to third-party financing arrangements that restrict our ability to recover our investments in these subsidiaries through the repayment of loans or dividends. For more
information regarding our subsidiaries indebtedness, see Item 5Operating and Financial Review and ProspectsLiquidity and Capital ResourcesFinancing activities. The restrictions on our subsidiaries to repay debt
may make it difficult for us to meet our debt service obligations, which may adversely affect our business, financial condition, results of operations and business prospects.

Claims by the former shareholders of Limited Liability Partnership KaR-Tel and/or the Turkish Savings Deposit Insurance Fund or others may result in increased liabilities and obligations, including
possible defaults under our outstanding indebtedness, and deprive us of the value of our ownership interest in KaR-Tel.

On January 10, 2005 KaR-Tel, received an order to pay issued by the Savings Deposit Insurance Fund, or the Fund, a Turkish state agency responsible for collecting state claims arising from bank insolvencies, in the amount
of approximately US$5.5 billion (stated as approximately Turkish Lira 7.6 quadrillion and issued prior to the introduction of the New Turkish Lira, which became effective as of January 1, 2005). Our company believes that the order to pay is
without merit, has filed a petition for cancellation of the order to pay and continues to contest the order. However, there can be no assurance that KaR-Tel will prevail in its petition for the cancellation of the order to pay or that we will not be
subject to protracted litigation with the Fund or others. The adverse resolution of this matter and any other matter that may arise in connection with the order to pay issued by the Fund or any other claims made by the Fund or the former
shareholders of KaR-Tel, could have a



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material adverse effect on our business, financial condition and results of operations, including an event of default under some or all of our outstanding indebtedness. For more information about
our litigation relating to KaR-Tel, please see the section of this Annual Report on Form 20-F/A entitled Item 4Information on the CompanyLegal Proceedings.

We may be subject to claims in connection with Sky Mobile.

On
February 13, 2008, we advanced to Crowell Investments Limited, or Crowell, a loan in the principal amount of US$350.0 million for a term of 18 months at an interest rate of 10.0%. Crowell owns 25.0% of KaR-Tels parent company, Limnotex
Developments Limited, or Limnotex, where VimpelCom owns the remaining 75.0%. To secure its borrowing, Crowell gave us a security interest over 25.0% of the shares of Limnotex. The loan agreement was entered into after Crowell acquired the entire
issued share capital of the parent company of Limited Liability Company Sky Mobile (Sky Mobile), a mobile operator in Kyrgyzstan. In connection with the loan, Crowell granted our company two call options over the entire issued share
capital of Sky Mobiles parent company. In March 2008, KaR-Tel and Sky Mobile entered into a management agreement pursuant to which KaR-Tel will assist in operation and management of Sky Mobiles mobile network and will assist Sky Mobile,
on an exclusive basis, with provision of products and services in Kyrgyzstan.

Since November 2006, the Chief Executive
Officer and directors of our company have received several letters from MTS and its representatives asserting that Sky Mobiles business and its assets were misappropriated from Bitel, an MTS affiliate, and demanding that we not purchase Sky
Mobile, directly or indirectly, or participate or assist in the sale of Sky Mobile to any other entities. These letters have suggested that MTS will take legal action against our company in order to protect MTSs interest in Bitel and
Bitels assets, including Bitels alleged interests in certain of Sky Mobiles assets. There can be no assurance that MTS or any other party will not bring an action against our company and KaR-Tel in connection with Sky Mobile or, if
so brought, that we will prevail in any such lawsuit. The adverse resolution of any matter that may arise in connection with Sky Mobile could have a material adverse effect on our company, its business, its expansion strategy and its financial
results.

Our licenses may be suspended or revoked and we may be fined or penalized for alleged violations of law or regulations.

We are required to meet certain terms and conditions under our licenses, including meeting certain conditions established
by the legislation regulating the communications industry. For more information on our licenses and their related requirements, please see the sections of this Annual Report on Form 20-F/A entitled Item 4Information on the
CompanyMobile Telecommunications Licenses, Item 4Information on the CompanyFixed-line, Data and Long Distance Licenses and Item 4Information on the CompanyRegulation of Telecommunications.

If we fail to comply with the conditions of our licenses or with the requirements established by the legislation regulating
the communications industry, or if we do not obtain permits for the operation of our equipment, use of frequencies or additional licenses for broadcasting directly or through agreements with broadcasting companies, we anticipate that we would have
an opportunity to cure any non-compliance. However, we cannot assure you that we will receive a grace period, and we cannot assure you that any grace afforded to us would be sufficient to allow us to cure any remaining non-compliance. In the event
that we do not cure any remaining non-compliance, the applicable regulator could decide to suspend and seek termination of the license. The occurrence of any of these events could materially adversely affect our ability to build out our networks in
accordance with our plans and could harm our reputation. Our subsidiary in Kazakhstan has not fully complied with the coverage conditions of its GSM license.

If we fail to fulfill the specific terms of any of our licenses, frequency permissions or other governmental permissions or if we provide services in a manner that violates applicable legislation,
government regulators may levy fines, suspend or terminate our licenses, frequency permissions, or other governmental permissions or refuse to renew licenses that are up for renewal. A suspension and the subsequent termination of GSM licenses, 3G
license, Long distance and international services license or refusal to renew our licenses could materially adversely affect our business, financial condition and results of operations.



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Our licenses are granted for specified periods and they may not be extended or replaced upon expiration.

All of our licenses are granted for specified terms, and we can give you no assurance that any license will be renewed
upon expiration. Our super-regional GSM licenses in Russia will expire in 2012 and 2013, our territorial GSM licenses in Russia will expire in various years from 2010 to 2012 and our mobile licenses in the CIS will expire in various years from 2009
to 2021. Our 3G license in Russia will expire in 2017. Golden Telecoms telecommunications licenses expire in various years from 2009 to 2013. If renewed, our licenses may contain additional obligations, including payment obligations, or may
cover reduced service areas or scope of service.

Our frequency allocations for most of our mobile license areas expire at the
same time as or after the expiration date of our corresponding licenses. We cannot predict whether we will be able to obtain extensions of our frequency allocations and whether extensions will be granted in a timely manner and without any
significant additional costs. It is possible that there could be a re-allocation of frequencies upon the expiration of existing permissions or the granting of frequency allocations for the same channels as our frequency allocations, requiring that
we coordinate the use of our frequencies with the other license holders and/or experience a loss of quality in our network.

If our licenses for provision of telecommunications services or frequency allocations are not renewed, our business could be materially adversely affected. For more information, please see the section of this Annual Report on Form 20-F/A
entitled Item 4Information on the CompanyMobile Telecommunications Licenses.

We face uncertainty regarding
payments for frequency allocations under the terms of some of our licenses.

We are required to make payments for
frequency allocations under the terms of our licenses. In some cases, these frequency allocation payments have been substantial. Though we have not been charged significant fees for frequency allocations in our license areas since 1998, we cannot
assure you that in the future we will not be required to make substantial payments for additional frequency channels that we use or need, which could negatively affect our financial results. The loss or suspension of many of our frequency
allocations could affect our ability to provide services and materially adversely affect our business, financial condition and results of operations. For more information, please see the section of this Annual Report on Form 20-F/A entitled
Item 4Information on the CompanyRegulation of Telecommunications.

Our ability to provide telecommunications
services would be severely hampered if our access to local and long distance line capacity was limited or if the commercial terms of our interconnect agreements were significantly altered.

Our ability to secure and maintain interconnect agreements with other wireless and local, domestic and international fixed-line operators on
cost-effective terms is critical to the economic viability of our operations. Interconnection is required to complete calls that originate on our respective networks but terminate outside of our respective networks, or that originate from outside
our networks and terminate on our respective networks. A significant increase in our interconnect costs or a lack of available line capacity for interconnection could have a material adverse effect on our ability to provide services. We anticipate
that Russian fixed-line providers will significantly increase their interconnect costs in the near future in response to recent significant increases in the Ruble inflation rate.

In April 2006, we received a license for long distance and international communications services in Russia. The license is valid for a
period of seven years and contains the customary conditions for licenses of this kind, including a start-of-service requirement of September 12, 2008. VimpelCom made a request concerning extension of start-of-service date and then received a
letter of February 20, 2009 from Roskomnadzor extending the start-of-service date of long distance and international license. We requested and obtained an extension of the start-of-service requirement until August 12, 2009 because there
are no available access codes. VimpelCom has received a letter from the Ministry which stated that VimpelCom had the right to provide traffic transmission services of the connected networks of other communications operators while using its own long
distance and international telephone communications network and having permits for communications installations operation, issued in accordance with the established procedure.

Currently, long distance and international communications services are provided by LLC EDN Sovintel which is a wholly-owned indirect
subsidiary of VimpelCom. Our major competitors in the area of mobile communications have also received or will receive licenses to provide long distance and international communications services but we understand that they have not received access
codes. We may encounter difficulties in changing our infrastructure and expanding and operating our networks if, among other things, we fail to obtain sufficient and reliable transmission capacity.



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our infrastructure and expanding and operating our networks if, among other things, we fail to obtain sufficient and reliable transmission capacity. Currently, long distance and international
communications services are provided by LLC EDN Sovintel which is a wholly-owned indirect subsidiary of VimpelCom.

We face uncertainty
regarding our frequency allocations, equipment permits and network registration, and we may experience limited spectrum capacity for providing wireless services.

We have in the past been unable to obtain frequency allocations necessary to test or expand our networks. For example, our applications for GSM-900 frequencies in five regions within the Urals
super-region and eight regions in the Northwest super-region were denied. Further, we were denied a grant of GSM-900, GSM-1800 frequencies in the Far East super-region and E-GSM frequencies throughout all of Russia by Russias State Radio
Frequency Commission, or the SRFC. Although our company received frequencies in three regions within the Far East super-region through tenders conducted in 2007, our company was denied frequencies for eight other regions within the Far East
super-region. The Federal Antimonopoly Service has declared that the terms of these tenders violated Russian antimonopoly law and, together with our company, filed a lawsuit challenging the results of the tenders. This lawsuit and a related lawsuit
by a regulatory agency seeking invalidation of the Federal Antimonopoly Service declaration are pending. These proceedings could result in our company losing the frequencies allocated to us pursuant to the tenders, and we cannot provide any
assurance that our company will obtain additional frequencies in the Far East super-region. For more information about this litigation, please see the section of this Annual Report on Form 20-F/A entitled Item 4Information on the
CompanyLegal Proceedings.

In addition, we may encounter difficulties in building our networks or face other
factors beyond our control that could affect the quality of our services, increase the cost of construction or operation of our networks or delay the introduction of services. For example, in accordance with recently introduced amendments to the law
On Communications, or Communications Law, operators will have to register their communication networks but the procedure for such registration has not been announced. This creates regulatory uncertainty that could hamper development of
our networks. As a result, we could experience difficulty in increasing our subscriber base or could fail to meet license requirements, either of which may have a material adverse effect on our business.

The laws of Russia and the CIS (except Georgia) prohibit the operation of telecommunications equipment without a relevant permit from the
appropriate regulatory body. It is frequently not possible for us to procure all of the permissions and registrations for each of our base stations, including registration of our title to land plots underlying our base stations and constructions
permits, or other aspects of our network before we put the base stations into operation or to amend or maintain all of the permissions when it is necessary to change the location or technical specifications of our base stations. At times, there can
be a number of base stations or other communications facilities and other aspects of our networks for which we do not have final permission to operate. This problem may be exacerbated if there are delays in issuing necessary permits.

We also regularly receive notices from Russian and CIS regulatory authorities warning us that we are not in compliance with aspects of our
licenses and permits and requiring us to cure the violations within a certain time period. We have closed base stations on several occasions in order to comply with regulations and notices from regulatory authorities. Any failure by our company to
cure such violations could result in the applicable license being suspended and subsequently revoked. Although we generally take all necessary steps to comply with any license violations within the stated time periods by switching off base stations
that do not have all necessary permits until such permits are obtained, we cannot assure you that our licenses will not be suspended and subsequently revoked in the future. If we are found to operate telecommunications equipment without an
applicable permit, we could experience a significant disruption in our service or network operation and this would have a material adverse effect on our business, financial condition and results of operations.

It may be more difficult for us to attract new mobile subscribers in the regions of Russia and the CIS than it is for our competitors that established a
local presence prior to the time that our company did.

We do not possess a first mover advantage in most of
the geographic areas where we operate. In many cases, we have been the second, third, or fourth mobile operator to enter a particular market. As a result, it may be more difficult for our company to attract new subscribers than it is for our
competitors (including MTS and MegaFon and their respective affiliates in Russia and the CIS) that entered markets and established a local presence in some cases years before we did. The mobile markets outside Russia are significant to our company,
as the rate of subscriber growth in Russia has significantly slowed as a result of oversaturation. If we are not successful in penetrating markets where we operate, our business may be materially adversely affected.



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We are in competitive industries and we may face greater competition as a result of market and regulatory
developments.

The issuance of additional telecommunications licenses or the implementation of new technology in any of
the license areas in which we operate could greatly increase competition and threaten our business. For example, in 2007 our competitors, Tele2 and Sky Link, were reported to have been awarded GSM licenses in parts of Russia and the CIS. In
addition, a third GSM license was recently issued in Kazakhstan, resulting in increased competition in the Kazakh market. An additional GSM license has been issued in Armenia, and the government of Armenia has recently liberalized the fixed line
market in Armenia, which will result in increased competition. Competitors that are able to operate telecommunications networks that are more cost effective than ours may have competitive advantages over us, which could harm our business. We may
also face competition from other communications technologies. Additionally, Internet protocol telephony may provide competition for us in the future. The increased availability or marketing of these technologies could reduce our subscribers and
materially adversely affect our business, financial condition and results of operations.

Providers of traditional fixed-line
telephone services and mobile operators that have obtained fixed-line licenses may compete with us as their services improve. The fixed-line market has historically been dominated by Svyazinvest in Russia, Kazakhtelecom in Kazakhstan, Ukrtelecom in
Ukraine, Uzbektelecom in Uzbekistan and Tajiktelecom in Tajikistan all former state monopoly telecommunications services providers. These companies and other established competitors, such as Rostelecom, have significant competitive advantages over
our fixed-line operations, including:



| |  |  | significant resources and greater market presence and network coverage;
| | - |  | -----------------------------------------------------------------------



| |  |  | brand name recognition, customer loyalty and goodwill;
| | - |  | ------------------------------------------------------



| |  |  | control over domestic transmission lines and over access to these lines by other participants; and
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | close ties to national and local regulatory authorities who may be reluctant to adopt policies that would result in increased competition for
Svyazinvest, Uzbektelecom, Kazakhtelecom or Ukrtelecom and other historically state-owned companies.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our failure to keep
pace with technological changes and evolving industry standards could harm our competitive position and, in turn, materially adversely affect our business.

The telecommunications industry is characterized by rapidly changing technology and evolving industry standards. We experience new customer demands for more sophisticated telecommunications and Internet
services in Russia, Ukraine and the CIS as well as for other new technologies. For example, we are testing and implementing new technologies such as WiFi, voice over Internet protocol, Digital Video BroadcastTerrestrial, wireless local loop
and high-speed customer Internet. Accordingly, our future success will depend, in part, on the adoption of a favorable policy and regulation of standards utilizing these technologies. Our success will also depend on our ability to adapt to the
changing technological landscape. However, the rapid technological advances in the telecommunications industry make it difficult to predict the extent of future competition. It is possible that the technologies we utilize today will become obsolete
or subject to competition from new technologies in the future for which we may be unable to obtain the appropriate license.

We may not be able to meet all of these challenges in a timely and cost-effective manner. In addition, we may not be able to acquire licenses, which we may deem necessary to compete or we may not be able to acquire such licenses on
reasonable terms and we may not be able to develop a strategy compatible with this or any other new technology.

On
April 20, 2007, the Federal Communications Agency announced the results of three tenders for awarding 3G licenses and our company was awarded a license for the provision of IMT-2000/UMTS 3G mobile radiotelephony communications services for the
entire territory of the Russian Federation. The 3G license was granted subject to certain capital commitments. The major conditions are that VimpelCom will have to build a certain number of base stations that support 3G standards and will have to
start services provision by certain dates in each subject of the Russian Federation, and also will have to build a certain number of base stations by the end of the third, fourth and fifth years from the date of granting the license. Part of the
frequency spectra



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related to the 3G license are currently used by other commercial and governmental entities and our 3G network development will require those entities to vacate those frequency spectra.
Additionally, 3G network development requires significant financial investments and there can be no assurance that our company will be able to develop a 3G network on commercially reasonable terms; that we will not experience delays in developing
our 3G network or that we will be able to meet all of the license terms and conditions, including the start of the service requirement. If we experience substantial problems with our 3G services, or if we fail to introduce new services on a timely
basis relative to our competitors, it may impair the success of our 3G services, delay or decrease revenues and profits and therefore may hinder recovery of our significant capital investments in 3G services as well as our growth.

Our strategic partnerships and relationships to develop our business are accompanied by inherent business risks.

We may enter into strategic partnerships and joint ventures with other companies to develop our business and expand our operations beyond
the CIS. For example, in July 2008 we entered into a joint venture to provide mobile services in Vietnam. In October 2008 we acquired a minority stake in Euroset, a mobile handset retailer and dealer for major mobile network operators in Russia. For
more information about the joint venture in Vietnam and our acquisition of a minority stake in Euroset, please see the section of this Annual Report on Form 20-F/A entitled Item 5Operating and Financial Review and
ProspectsLiquidity and Capital ResourcesInvesting activities2008.

Emerging market strategic
partnerships and joint ventures are often accompanied by risks, including in relation to:



| |  |  | the possibility that a strategic or joint venture partner or partners will default in connection with their obligations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | the possibility that a strategic or joint venture partner will hinder development by blocking capital increases if that partner runs out of money,
disagrees with our views on developing the business, or loses interest in pursuing the partnership or joint projects;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | risk inherent in the business of the partnership or joint venture itself, such as funding and liquidity;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | diversion of resources and management time;
| | - |  | -------------------------------------------



| |  |  | potential joint and several or secondary liability for transactions and liabilities of the partnership or joint venture entity;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | the difficulty of maintaining uniform standards, controls, procedures and policies; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the loss of a strategic or joint venture partner and the associated benefits, such as insight into operating a business in an economic, social and
political environment that is unfamiliar to us.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We cannot assure you that a market for our future services will develop
or that we can satisfy subscriber expectations, which could result in a significant loss of our subscriber base.

We
currently offer our subscribers a number of value added services, including voice mail, SMS, call forwarding, wireless Internet access, IP telephony, known as VoIP, entertainment and information services, music and data transmission services.
Despite investing significant resources in marketing, we may not be successful in creating or competing in a market for these value added services. We cannot assure you that subscribers will continue to utilize the services we offer. If we fail to
obtain widespread commercial and public acceptance of our new services, our visibility in the telecommunications markets in Russia and the CIS could be jeopardized, which could result in a significant loss of our subscriber base and have a material
adverse affect on our business, financial condition, results of operations and business prospects.

Sustained periods of high inflation may
materially adversely affect our business.

Russia has experienced periods of high levels of inflation since the early
1990s. Inflation increased dramatically following the August 1998 financial crisis, reaching a rate of 84.4% in 1998. In the following years inflation steadily declined to reach 9.0% in 2006. However, inflationary pressure on the Russian ruble
remains significant, as evidenced by the increase in the inflation rate in 2007 to 11.9% and in 2008 to 13.3%. The inflation rate may increase at a more rapid pace in 2009 as a result of the worldwide economic downturn. Our profit margins could be
adversely affected if we are unable to sufficiently increase our prices to offset any significant future increase in the inflation rate, which may become more difficult as we attract more mass market subscribers and our subscriber base becomes more
price sensitive. Inflationary pressure in Russia and the other CIS countries where we have operations could materially adversely affect our business, financial condition and results of operations.



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We could experience subscriber database piracy, which may materially adversely affect our reputation,
lead to subscriber lawsuits, loss of subscribers or hinder our ability to gain new subscribers and thereby materially adversely affect our business.

We may be exposed to database piracy which could result in the unauthorized dissemination of information about our subscribers, including their names, addresses, home phone numbers, passport details and
individual tax numbers. The breach of security of our database and illegal sale of our subscribers personal information could materially adversely impact our reputation, prompt lawsuits against us by individual and corporate subscribers, lead
to a loss in subscribers and hinder our ability to attract new subscribers. These factors, individually or in the aggregate, could have a material adverse affect on our business, financial condition, results of operations and business prospects.

We are subject to anti-monopoly and consumer protection regulation in Russia and the CIS, which could restrict our business.

Anti-monopoly and consumer protection regulators in Russia and the CIS have oversight over consumer affairs and
advertising. We have received notices from the Russian and Armenian anti-monopoly regulators and the consumer protection regulators alleging violations of competition regulations, consumer rights and advertising regulations in the past. We are
currently in the process of resolving certain issues raised by the Russian regulators regarding, for instance, our advertising of certain promotions and some of the terms of our subscriber agreements. Regulatory measures taken in response to
violations may include the requirement to discontinue certain advertisements or to amend our subscriber agreements, or the imposition of fines, tariffs or restrictions on acquisitions or on other activities, such as contractual obligations.

Anti-monopoly regulators in Russia and the CIS are also authorized to regulate companies deemed to be a dominant force in, or
a monopolist of, a market. Because the law does not always clearly define market in terms of either services provided or geographic area of activity, it is difficult to determine under what circumstances we could be subject to these or
similar measures. However, in 2002, we were entered into the register of business entities for having a market share in the telecommunications market in the Moscow license area of over 35.0%. On April 8, 2009 antimonopoly body by its order had
excluded our Company from the regional section of the Register for Moscow region in connection with entering VimpelCom into the Federal register in accordance with the antimonopoly body order of the same date of April 8, 2009 as in more detail
set out below. In October 2006, a new law On Protection of Competition became effective, which introduced new criteria pursuant to which the Russian anti-monopoly regulators may determine that a company has a dominant position in a
particular market of goods or services if such company has a market share between 35.0-50.0% or over 50.0%. However, in accordance with certain provisions of the Communications Law and for purposes of application of the Law on Foreign Investment in
Strategic Enterprises, which came into force on May 7, 2008, which we refer to as the Foreign Investment Law, a mobile telecommunications operator is deemed to have a dominant position if its share of the Russian mobile telecommunications
market exceeds 25.0%. Our company received an order dated April 8, 2009 from the Federal Antimonopoly Service, which we refer to as the FAS Order, stating that a group of persons consisting of our company and two of our Russian subsidiaries,
one of which has been merged with and into our company, has a dominant position in the Russian mobile telecommunications market as our share in this market exceeds 25.0%. Because of the inconsistencies in the laws referenced above and ambiguity in
the text of the FAS Order, it is not clear whether our company may now be deemed to have a dominant position for purposes of the law On Protection of Competition. If our company is deemed to have a dominant position in the
telecommunications market, our company could be prohibited from taking certain actions that could be viewed by the anti-monopoly regulators as abusive of our dominant position. As a result, our ability to set tariff prices may be restricted or we
may be required to include provisions into our subscriber agreements that would be detrimental to our company. Thus, we may be subject to anti-monopoly regulation, which could adversely affect our business and our growth strategy.

The concepts of affiliated persons and group of persons that are fundamental to the anti-monopoly laws and to the
laws on joint stock companies in Russia and the CIS are not clearly defined and are subject to different interpretations. Consequently, anti-monopoly regulators or other competent authorities may challenge the positions we or certain of our
officers, directors, or shareholders have taken in this respect despite our best efforts at compliance. Any successful challenge by an anti-monopoly regulator or other competent authority may expose us or certain of our officers, directors, or
shareholders to fines or penalties and may result in the invalidation of certain agreements or arrangements. This may adversely affect the manner in which we manage and operate certain aspects of our business.



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Anti-monopoly regulations in Russia and in countries in which we are interested in expanding
our business may require us to obtain anti-monopoly approvals for certain acquisitions, reorganization or some other transactions as may be provided for in applicable law. The applicable rules are subject to different interpretations and the
competent authorities may challenge the positions that we take. We may also be unable to comply with antimonopoly approvals due to administrative delays in the review process or for other reasons. Failure to obtain such approval or the activity of
the relevant anti-monopoly bodies may impede or adversely affect our business and ability to expand our operations.

Our equipment supply
arrangements may be terminated or interrupted and our existing equipment and systems may be subject to disruption and failure, which could cause us to lose customers, limit our growth and violate our licenses.

The successful build-out and operation of our networks depends heavily on obtaining adequate supplies of switching equipment, base stations
and other equipment on a timely basis. We currently purchase our equipment from a small number of suppliers, principally Ericsson, Cisco Systems, Siemens, Motorola, Alcatel, Nokia and Huawei, although some of the equipment that we use is available
from other suppliers. From time to time, we have experienced delays receiving equipment. Our business could be materially adversely affected if we are unable to obtain adequate supplies or equipment from our suppliers in a timely manner and on
reasonable terms.

Our business depends on providing customers with reliability, capacity and security. As telecommunications
increases in technological capacity, it may become increasingly subject to computer viruses and other disruptions. We cannot be sure that our network system will not be the target of a virus or, if it is, that we will be able to maintain the
integrity of the data of our corporate customers or of that in individual handsets of our mobile subscribers or that a virus will not overload our network, causing significant harm to our operations. In addition to computer viruses, the services we
provide may be subject to disruptions resulting from numerous other factors, including human error, security breaches, equipment defects, and natural disasters, which could have a material adverse effect on our business.

Problems with our backbone, switches, controllers, fiber optic network or network nodes at one or more of our base stations, whether or not
within our control, could result in service interruptions or significant damage to our networks. All of our equipment for provision of mobile services in Moscow is located primarily in two buildings in Moscow. Disruption to the operation of these
buildings such as from electricity outages or damage to these buildings could result in disruption of our mobile services in Moscow. Golden Telecoms subsidiary, Sovintel, stores a network node at state-owned premises in Moscow, pursuant to an
agreement with the Russian authorities. Sovintels loss of its right to continue occupying the premises could have a materially adverse affect on our business, financial condition and results of operations.

Although we have back-up capacity for our network management operations and maintenance systems, automatic transfer to our back-up capacity
is not seamless, and may cause network service interruptions. In recent years, we have experienced network service interruptions, which occur from time to time during installations of new software. Interruptions of services could harm our business
reputation and reduce the confidence of our subscribers and consequently impair our ability to obtain and retain subscribers and could lead to a violation of the terms of our licenses, each of which could materially adversely affect our business. We
do not carry business interruption insurance to prevent against network disruptions.

Our ability to manage our business
successfully is contingent upon our ability to implement sufficient operational resources systems and processes to support our rapid growth. We may face risks in connection with the correct use of the newly introduced systems and processes in the
regions of Russia and the CIS or integrating new technologies into existing systems. For example, if our billing system develops unexpected limitations or problems, subscriber bills may not be generated promptly and/or correctly. This could
materially adversely impact our business since we would not be able to collect promptly on subscriber balances.

Our
operations in the CIS and the operations of Golden Telecom employ billing and management information systems which may not provide our management with information that is sufficient in amount or accuracy. Golden Telecom is in the process of
integrating its billing and management information systems, which will allow it to bill its customers and to manage other administrative tasks through a unified system. If Golden Telecom is unable to integrate and upgrade its billing and management
information systems to support



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its integrated operations, its billing may be insufficient, which could have a material adverse effect on our revenues. Furthermore, Golden Telecom relies on agent billing and information systems
to provide information necessary to generate invoices in certain areas of its operations. Golden Telecom may encounter risks associated with verification and calculation of volumes of long-distance services provided to end users, invoicing and
revenue recognition.

Sale of handsets and other devices could have a negative impact on our Company.

Historically the vast majority of our revenue has come from providing telecommunications services, with relatively little of our revenue
coming from sales of handsets and other devices. In 2008 we significantly increased our sale of devices by beginning to sell broadband internet modems and entering into an agreement with Apple Sales International to sell iPhones. Sales of devices
tend to yield lower profit margins than sale of services and the need to maintain devices in inventory can have a negative impact on our working capital. In addition, sales of handsets are sensitive to changes in economic conditions and there can be
no assurance that we will be able to fulfill our purchase commitment under the agreement with Apple Sales International. For more information, please see the section of this Annual Report on Form 20-F/A entitled Item 5Operating and
Financial Review and ProspectsResults of OperationsLiquidity and Capital ResourcesContractual Obligations.

Russian
companies may be required to adopt a decision on liquidation when their net assets are negative.

Under Russian law, if a
companys net asset value at the end of its second or any subsequent financial year, as determined under Russian accounting standards, is less than the minimum charter capital required by law, such company must adopt a decision to liquidate. If
it fails to do so within a reasonable period, the companys creditors are entitled to request early termination and acceleration of the companys obligations to them and to demand compensation of damages, and governmental
agencies may seek involuntary liquidation of such company. Limited Liability Company Kolangon-Optim (Kolangon-Optim) had negative net assets as of December 31, 2008. We believe that this subsidiary is solvent and continues to meet
all of its obligations to creditors, however, if an involuntary liquidation of our subsidiary were to occur, our business, financial condition and results of operations could be materially adversely affected.

Allegations of health risks related to the use of mobile telephones could have a material adverse effect on us.

There have been allegations that the use of certain portable mobile devices may cause serious health risks. The actual or perceived health
risks of mobile devices could diminish subscriber growth, reduce network usage per subscriber, spark product liability lawsuits or limit available financing. Each of these possibilities has the potential to cause material adverse consequences for us
and for the entire mobile industry.

Our intellectual property rights are costly and difficult to protect, and we cannot guarantee that the
steps we have taken to protect our property rights will be adequate.

We regard our copyrights, trademarks, trade dress,
trade secrets and similar intellectual property, including our rights to certain domain names, as important to our continued success. We rely upon trademark and copyright law, trade secret protection and confidentiality or license agreements with
our employees, customers, partners and others to protect our proprietary rights. However, intellectual property rights are especially difficult to protect in the markets where we operate. In these markets, the regulatory agencies charged to protect
intellectual property rights are inadequately funded, legislation is underdeveloped, piracy is commonplace and enforcement of court decisions is difficult.

In addition, litigation may be necessary to enforce our intellectual property rights, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement.
Any such litigation may result in substantial costs and diversion of resources, and, if decided unfavorably to us, could have a material adverse effect on our business, financial condition or results of operations. We also may incur substantial
acquisition or settlement costs where doing so would strengthen or expand our intellectual property rights or limit our exposure to intellectual property claims of third parties. While we have successfully enforced our intellectual property rights
in courts in the past, we cannot assure you that we will be able to successfully protect our property rights in the future.

Risks Related to Our Operations in Russia and the CIS

Investors in emerging markets, such as Russia and the CIS, are
subject to greater risks than investors in more developed markets, including significant political, legal and economic risks and risks related to fluctuations in the global economy.

Investors in emerging markets should be aware that these markets are subject to greater risks than more developed markets, including in some cases
significant political, legal and economic risks. Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption. Emerging economies are subject to rapid change and the information
set out herein may become outdated relatively quickly. The economies of the CIS, like other emerging economies, are vulnerable to market downturns and economic slowdowns elsewhere in the world. As has happened in the past, financial problems or an
increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in these markets and materially adversely affect their economies. These developments could severely limit our access to capital and could
materially



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adversely affect the purchasing power of our subscribers and, consequently, our business. Generally, investment in emerging markets is only suitable for sophisticated investors who fully
appreciate the significance of the risks involved and investors are urged to consult with their own legal, financial and tax advisors.

We
face a number of economic, political, social and regulatory risks relating to conducting business in the CIS.

Although a
significant number of our risk factors relate to the risks associated with conducting business in Russia, where a majority of our assets and operations are located, similar risks in each instance also apply to the conduct of our business and
operations in Kazakhstan, Ukraine, Uzbekistan, Tajikistan, Georgia and Armenia. In some instances, the risks inherent in transacting business in these countries may be more acute than those in Russia. Prior to our acquisitions in Kazakhstan,
Ukraine, Uzbekistan, Tajikistan, Georgia and Armenia, our company did not have any experience operating in these countries. Regulatory risks present in these countries and in any other countries where we may acquire additional operations may not be
similar to those we face in Russia and may increase our vulnerability to such risks. If any of these risks materialize, our business could be materially adversely affected.

The limited history of mobile telecommunications services in the CIS and our limited operating history in the CIS create additional business risks.

Mobile telecommunications services are relatively new in the CIS, which have generally experienced slower economic growth over the past
decade than Russia. As the mobile telecommunications services industry develops in these areas, changes in market conditions could make our development of services less attractive or no longer commercially feasible. A reduction in our viable
development opportunities could have a material adverse effect on our business. In addition, we have a limited operating history providing mobile telecommunications services in the CIS. Consequently, we are subject to the risks associated with
entering into any new product line. Our failure to properly manage those risks could have a material adverse effect on our business.

Risks Related to the Political Environment in Russia and the CIS

If political and economic relations between Russia and
the other countries of the CIS deteriorate, our operations in the CIS could be materially adversely affected.

Political
and economic relations between Russia and the other countries of the CIS are complex and recent conflicts have arisen between the government of Russia and the governments of some of the countries of the CIS. For example, the relationship between
Russia and Ukraine has been historically strained due to, among other things, Ukraines failure to pay arrears relating to the supply of energy resources, Russias introduction of an 18.0% value added tax on Ukrainian imports and
provocative statements by some politicians. The relationship between Russia and Georgia has also been strained due to several ongoing disputes which resulted in military conflict in August 2008 and may lead to military and/or economic conflict in
the future. Although our company operates in the CIS through local subsidiaries, governmental officials and consumers may associate our group and our brand with Russia. Any deterioration in political and economic relations between Russia and the
other countries of the CIS could have a material adverse effect on our business, financial condition and results of operations.

If reform
policies in Russia and the CIS are reversed, our business could be harmed and it could restrict our ability to obtain financing.

Our business, in part, depends on the political and economic policies set by the governments of the countries where we operate. For example, in recent years, the political and economic situation in Russia has been stable, which has allowed
for continued economic growth. However, there is a persistent sentiment in Russia against certain private enterprises that is being encouraged by a number of prominent Duma deputies, political analysts and members of the media. In addition, reforms
may be hindered if conflicts of interest are permitted to exist when officials are also engaged in private business, particularly when the business interests are in the industry which the officials regulate. Notwithstanding initiatives to combat
corruption, Russia and the CIS, like many other markets, continue to experience corruption and conflicts of interests of officials, which add to the uncertainties we face, and may increase our costs. Any deterioration of the investment climate could
restrict our ability to obtain financing in international capital markets in the future and our business could be harmed if governmental instability recurs or if reform policies are reversed.



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Risks Related to the Economic Situation in Russia and the CIS

The current international economic crisis and potential economic instability in Russia and the CIS countries in which we operate could materially
adversely affect our business.

Although in the past few years Russia and certain CIS economies have exhibited positive
trends, such as an increase in gross domestic product and a stable and strengthening currency, in late 2008 the economies of Russia and the CIS were adversely affected by the international economic crisis associated with the U.S. subprime-mortgage
crisis. Among other things, the crisis led to a slowdown in Russian GDP growth and a devaluation of the Ruble. The timing for a reversal of the current negative economic trends is difficult to predict. Because Russia and Kazakhstan produce and
export large amounts of oil, the economies of these countries are particularly vulnerable to the price of oil on the world market and fluctuations in international oil prices could adversely affect these economies. The current downturn and any
future downturns in the economies of Russia and the CIS could diminish demand for our services, our ability to retain existing customers and collect payments from them and could prevent us from executing our growth strategy. Such downturns could
also hurt our liquidity, prevent us from obtaining financing needed to fund our expansion, which could cause our business, financial condition and results of operations to suffer.

The physical infrastructure in Russia and the CIS is in poor condition and further deterioration in the physical infrastructure could have a material adverse effect on our business.

The physical infrastructure in Russia and the CIS largely dates back to Soviet times and has not been adequately funded and maintained in
recent years. Particularly affected are the rail and road networks, power generation and transmission, communications systems and building stock. The public switched telephone networks have reached capacity limits and need modernization, which may
inconvenience our subscribers and will require us to make additional capital expenditures. Additional investment is required to increase line capacity. In addition, continued growth in local, long-distance and international traffic, including that
generated by our subscribers, and development in the types of services provided may require substantial investment in public switched telephone networks. Any efforts to modernize infrastructure may result in increased charges and tariffs,
potentially adding costs to our business. The deterioration of the physical infrastructure harms the economies of these countries, disrupts the transportation of goods and supplies, adds costs to doing business and can interrupt business operations.
These difficulties can impact us directly; for example, we have needed to keep portable electrical generators available to help us maintain base station operations in the event of power failures. Further deterioration in the physical infrastructure
could have a material adverse effect on our business.

The banking systems in Russia and the CIS remain underdeveloped and there are a
limited number of creditworthy banks in these countries with which our company can conduct business.

The banking and
other financial systems in Russia and the CIS are not well developed or regulated, and laws relating to banks and bank accounts are subject to varying interpretations and inconsistent applications. For example, in Russia, there are a limited number
of banks that meet international banking standards and the transparency of the Russian banking sector in some respects lags behind internationally accepted norms. Most creditworthy Russian banks are located in Moscow and there are fewer creditworthy
Russian banks in the regions outside of Moscow. Recently, there has been an increase in lending by Russian banks, which many believe has been accompanied by a deterioration in the credit quality of the borrowers. The deficiencies in the Russian
banking system, coupled with a decline in the credit portfolios of Russian banks, may result in the banking sector being more susceptible to the current worldwide credit market downturn and economic slowdown. The credit crisis that began in the
United States in the Autumn of 2008 has resulted in decreased liquidity in the Russian credit market and weakened the Russian financial system. Efforts by the Russian government to increase liquidity have been stymied by an unwillingness in the
banking sector to lend to other banks and to the real economy. The current lack of liquidity and economic slowdown have raised the possibility of Russian corporate defaults and led to bank failures and downgrades of Russian banks by credit rating
agencies. More bank failures and credit downgrades may result in a crisis throughout the Russian banking sector. Starting from the fourth quarter of 2008, a majority of the Russian banks experienced difficulties with funding on domestic and
international markets and interest rates increased significantly. Some of the banks were unable to service their obligations and were sold to larger banks. Credit ratings of several banks have been lowered. The Russian Government has provided
liquidity to the banking system but major banks have been unwilling or unable to transfer money to the economy in the form of loans. A prolonged or serious banking crisis or the bankruptcy of a number of banks, including banks in which we receive or
hold our funds, could materially adversely affect our business and our ability to complete banking transactions in Russia.



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The banking and financial systems in the CIS are even less developed than in Russia and may
be more susceptible to the current economic downturn. Few international banks have subsidiaries in Kazakhstan, Uzbekistan, Ukraine and Armenia, and no international banks operate subsidiaries in Tajikistan and Georgia. We have attempted to mitigate
our banking risk by receiving and holding funds with the most creditworthy banks available in each country. However, in the event of a banking crisis in any of these countries or the bankruptcy or insolvency of the banks from which we receive, or
with which we hold, our funds could result in the loss of our deposits or negatively affect our ability to complete banking transactions in these countries, which could have a material adverse effect on our business, financial conditions and results
of operations.

Information that we have obtained from third party sources may be unreliable.

We have sourced certain information contained in this Annual Report on Form 20-F/A from third parties, including private companies and
governmental agencies, and we have relied on the accuracy of this information without independent verification. The official data published by governmental agencies in Russia and the CIS is substantially less complete and less reliable than similar
data in the United States and Western Europe. We cannot be certain that the information that we obtained from government and other sources and included in this document is reliable. When reading this Annual Report on Form 20-F/A, you should keep in
mind that the data and statistics that we have included relating to Russia and the CIS could be incomplete or erroneous. In addition, because there is limited reliable data and no current official data regarding the relevant telecommunications
markets, including our competitors, we have relied, without independent verification, on certain publicly available information. This includes press releases and filings under the U.S. securities laws, as well as information from various private
publications, some or all of which could be based on estimates or unreliable sources.

Risks Related to the Social
Environment in Russia and the CIS

Social instability in Russia and the CIS could lead to increased support for centralized authority
and a rise in nationalism, which could harm our business.

Social instability in Russia and the CIS, coupled with
difficult economic conditions, could lead to increased support for centralized authority and a rise in nationalism. These sentiments could lead to restrictions on foreign ownership of companies in the telecommunications industry or large-scale
nationalization or expropriation of foreign-owned assets or businesses. There is relatively little experience in enforcing legislation enacted to protect private property against nationalization or expropriation. As a result, we may not be able to
obtain proper redress in the courts, and we may not receive adequate compensation if in the future the Russian, Ukrainian, Kazakh, Tajik, Uzbek, Georgian or Armenian governments decide to nationalize or expropriate some or all of our assets. If this
occurs, our business could be harmed.

In addition, ethnic, religious, historical and other divisions have, on occasion, given
rise to tensions and, in certain cases, military conflict. The spread of violence, or its intensification, could have significant political consequences, including the imposition of a state of emergency in some parts or throughout Russia and the
CIS. These events could materially adversely affect the investment environment in Russia and the CIS.

Risks Related to the
Legal and Regulatory Environment in Russia and the CIS

We operate in an uncertain regulatory environment, which could cause compliance
to become more complicated, burdensome and expensive and could result in our operating without all of the required permissions.

Although the Communications Law regarding license renewals in Russia has been clarified, the licensing procedures (including the re-issuance of licenses, frequencies and other permissions in connection with mergers and the issuance of local
and zonal licenses) appear to differ from the procedures under prior law and do not always clearly state the steps to be followed to obtain new licenses, frequencies, numbering capacity or other permissions needed to operate our business, and do not
clearly specify the consequences for violations of the foregoing.

As a result of the uncertainty in the regulatory
environment in Russia and the CIS we have experienced and could experience in the future:



| |  |  | restrictions or delays in obtaining additional numbering capacity, receiving new licenses and frequencies, receiving regulatory approvals for rolling
out our networks in the regions for which we have licenses, receiving regulatory approvals for changing our frequency plans and importing and certifying our equipment;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | difficulty in complying with applicable legislation and the terms of any notices or warnings received from the regulatory authorities in a timely
manner;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | significant additional costs;
| | - |  | -----------------------------



| |  |  | delays in implementing our operating or business plans; and
| | - |  | -----------------------------------------------------------



| |  |  | a more competitive operating environment.
| | - |  | -----------------------------------------

Telecommunications operators in Russia and the CIS are subject to regulatory levies and fees and may become subject to pricing regulation.

Russian telecommunications operators are obligated to pay levies and fees under the Communications Law and pursuant to existing regulation.
For example, every telecommunications operator is required to make compulsory payments to a universal services fund in the amount of 1.2% of its revenues (excluding revenues from traffic transmissions). Additionally, the Communications
Law provides for payments for numbering capacity allocation, including through auctions in instances where numbering capacity is scarce. Because telecommunications operators apply for numbering allocation on a regular basis, this payment requirement
may have a material adverse effect on the financial condition of operators.

Telecommunications regulators in Russia and the
CIS may impose additional levies and fees on our operations from time to time. Such payment obligations create financial burdens and we may not be able to pass related costs on to subscribers, which, in turn could have a material adverse affect on
our business, financial condition and results of operations. It has been reported that Kazakh and Ukrainian authorities are each considering implementing new compulsory payments to their respective universal telecommunications services funds and
that the Tajik authorities are considering implementing a significant increase in license fees for mobile telecommunications operations.

In the recent past, amendments to the Communications Law have been proposed which would have resulted in the regulation of tariffs set by mobile operators for interconnection and transfer of traffic.
According to the proposed amendments, an operator will be subject to such regulation if it, together with its affiliated persons, owns at least 25.0% of the installed capacity of the operational networks that are part of the public communications
network and relate to the same type of communications services technology, such as communications networks using DEF codes, within a subject territory of the Russian Federation or throughout the Russian Federation. Although the proposed amendments
were not adopted, these or similar amendments may be adopted in the future and would restrict our ability to set tariffs. Such restrictions could have a material adverse affect on our business, financial condition and results of operations.

Arbitrary action by the authorities may have a material adverse effect on our business.

Governmental, regulatory and tax authorities have a high degree of discretion and at times exercise their discretion arbitrarily, without a
hearing or prior notice, and sometimes in a manner that is contrary to law. In Russia, governmental actions have included unscheduled inspections by regulators, suspension or withdrawal of licenses and permissions, unexpected tax audits, criminal
prosecutions and civil actions. Russian federal and local government entities have also used common defects in matters surrounding share-issuances and registration as pretexts for court claims and other demands to invalidate such issuances and
registrations and void transactions. Authorities also have the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or possibly terminate contracts. Although such actions have been condemned
at the highest government levels, they continue to take place according to press reports.

If we are found not to be in compliance with
applicable telecommunications laws or regulations, we could be exposed to additional costs or suspension or termination of our licenses, which may materially adversely affect our business.

Our operations and properties are subject to considerable regulation by various governmental entities in connection with obtaining and
renewing various licenses, frequencies and permissions, as well as ongoing compliance with existing laws, decrees and regulations. We cannot assure you that regulators, judicial authorities or third parties will not challenge our compliance with
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Governmental agencies exercise considerable discretion in matters of enforcement and interpretation of applicable laws, decrees and regulations, the issuance and renewal of licenses, frequencies
and permissions and in monitoring licensees compliance therewith. Communications regulators conduct periodic inspections and have the right to conduct additional unscheduled inspections during the year. We have been able to cure violations
found by the regulators within the applicable grace period but were nevertheless required to pay fines. We cannot assure you that in the course of future inspections conducted by regulatory authorities, we will not be found to have violated any
laws, decrees or regulations, that we will be able to cure such violations within any grace periods permitted by such notices, or that the regulatory authorities will be satisfied by the remedial actions we have taken or will take.

In Russia, we routinely receive notices with respect to violations of our GSM licenses. To the extent possible, we take measures to comply
with the requirements of the notices. Nonetheless, at any given time, there may be outstanding notices with which we have not complied within the cure periods specified in the notices, primarily due to delays in the issuance of frequency permits,
sanitation-epidemiological permissions, and permissions for the operation of our equipment and communication facilities in connection with the rollout of our networks (including our transportation network) by responsible regulatory authorities.
Accordingly, at any given time a certain percentage of our base stations and equipment may not have all permissions required causing us to be in violation of the terms of our GSM licenses. Failure to comply with the provisions of a notice due to a
delay in the issuance of such permits or permissions by the regulatory bodies at times has not been, and in the future may not be, an acceptable explanation to the authorities issuing the notices. In 2006, 2007 and 2008, in order to comply with
notices from the regulator, we switched off a number of base stations that were operating without the necessary permissions. If we switch off additional base stations, the quality of service of our networks in those areas may deteriorate. We cannot
assure you that we will be able to cure such violations within the grace periods permitted by such notices or that the regulator will be satisfied by the remedial actions we have taken or will take. In addition, we cannot assure you that our
requests for extensions of time periods in order to enable us to comply with the terms of the notices will be granted. Accordingly, we cannot assure you that such findings by the regulator or any other authority will not result in the imposition of
fines or penalties or more severe sanctions, including the suspension and subsequent termination of our licenses, frequency allocations, authorizations, registrations, or other permissions, any of which could increase our estimated costs and
materially adversely affect our business.

Developing legal systems of the countries in which we operate create a number of uncertainties
for our business.

Many aspects of the legal systems in Russia and the CIS create uncertainties with respect to many of
the legal and business decisions that we make, many of which do not exist in countries with more developed legal systems. The uncertainties we face include, among others, potential for negative changes in laws, gaps and inconsistencies between the
laws and regulatory structure, and difficulties in enforcement due to an under-developed judicial system.

The nature of much
of the legislation in Russia and the CIS, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the legal system in Russia and the CIS in ways that may not always coincide with market
developments, place the enforceability and, possibly, the constitutionality of laws and regulations in doubt and result in ambiguities, inconsistencies and anomalies. The legislation often contemplates implementing regulations that have not yet been
promulgated, leaving substantial gaps in the regulatory infrastructure. All of these weaknesses could affect our ability to enforce our rights under our licenses and under our contracts, or to defend ourselves against claims by others.

Lack of independence and experience of the judiciary, difficulty of enforcing court decisions, the unpredictable acknowledgement and enforcement of
foreign court judgments or arbitral awards in Russia and the CIS and governmental discretion in enforcing claims give rise to significant uncertainties.

The independence of the judicial system and its immunity from political, economic and nationalistic influences in Russia and the CIS remains largely untested. Judicial precedents have no formal binding
effect on subsequent decisions. Not all legislation and court decisions are readily available to the public or organized in a manner that facilitates understanding. The judicial systems can be slow. Enforcement of court orders can in practice be
very difficult. All of these factors make judicial decisions in Russia and the CIS difficult to predict and make effective redress uncertain. Additionally, court claims are often used in furtherance of political aims. We may be subject to such
claims and may not be able to receive a fair hearing. Additionally, court orders are not always enforced or followed by law enforcement agencies.



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None of the countries where we operate, including Russia, are parties to any multilateral or
bilateral treaties with most Western jurisdictions, including the United Kingdom, for the mutual enforcement of judgments of state courts. Consequently, should a judgment be obtained from a court in any of such jurisdictions, it is highly unlikely
to be given direct effect in the courts of Russia and the CIS. However, Russia is party to a bilateral agreement for mutual assistance in civil cases with Ukraine. In addition, Russia (as successor to the Soviet Union), Ukraine and Kazakhstan are
party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which we refer to as the New York Convention. A foreign arbitral award obtained in a state that is party to the New York Convention should be
recognized and enforced by a Russian court (subject to the qualifications provided for in the New York Convention and compliance with Russian civil procedure regulations and other procedures and requirements established by Russian legislation and
non-violation of Russian public policy). There is also a risk that Russian procedural legislation will be changed by way of introducing further grounds preventing foreign court judgments and arbitral awards from being recognized and enforced in
Russia. In practice, reliance upon international treaties may meet with resistance or a lack of understanding on the part of Russian courts or other officials, thereby introducing delays and unpredictability into the process of enforcing any foreign
judgment or any foreign arbitral award in the Russian Federation.

Unpredictable tax systems give rise to significant uncertainties and
risks that complicate our tax planning and business decisions.

The tax systems in Russia and the CIS are unpredictable
and give rise to significant uncertainties, which complicate our tax planning and business decisions. Tax laws in Russia and the CIS have been in force for a relatively short period of time as compared to tax laws in more developed market economies.

Russian companies are subject to a broad range of taxes imposed at the federal, regional and local levels, including but not
limited to value added tax, excise duties, profit tax, payroll-related taxes, property taxes and other taxes. Russias federal and local tax laws and regulations are subject to frequent change, varying interpretations and inconsistent or
unclear enforcement. It is not uncommon for differing opinions regarding legal interpretation to exist both between companies subject to such taxes and the ministries and organizations of the Russian Government and between different branches of the
Russian Government such as the Federal Tax Service and its various local tax inspectorates, resulting in uncertainties and areas of conflict. Tax declarations are subject to review and investigation by a number of tax authorities which are enabled
by law to impose penalties and interest charges. The fact that a tax declaration has been audited by tax authorities does not bar that declaration, or any other tax declaration applicable to that year, from a further tax review by a superior tax
authority during a three-year period. As previous audits do not exclude subsequent claims relating to the audited period, the statute of limitations is not entirely effective. In some instances, even though it may potentially be considered
unconstitutional, Russian tax authorities have applied certain taxes retroactively. Within the past few years the Russian tax authorities appear to be taking a more aggressive position in their interpretation of the legislation and assessments, and
it is possible that transactions and activities that have not been challenged in the past may be challenged. As a result, significant additional taxes, penalties and interest may be assessed.

In addition, on October 12, 2006, the Plenum of the Supreme Arbitration Court of the Russian Federation issued Ruling No. 53 which
introduced a new concept of unjustified tax benefit which is defined mainly by reference to specific examples of such tax benefits, such as absence of business purpose, which may lead to disallowance thereof for tax purposes. There is no
practice or guidance on interpretation of this new concept by the tax authorities or courts, but it is likely that the tax authorities will actively seek to apply this concept when challenging tax positions taken by taxpayers in Russian courts.
Although the intention of this ruling was to combat abuse of tax law, in practice there is no assurance that the tax authorities will not seek to apply this concept in a broader sense than may have been intended by the Supreme Arbitration Court.
Furthermore, there is a trend to broaden the application of criminal responsibility for tax violations as exemplified by Resolution No. 64 of the Russian Supreme Court, On the practice of applying responsibility for tax crimes,
dated December 28, 2006. We are subject to periodic tax inspections that may result in tax assessments and additional amounts owed by us for prior tax periods. For more information on such risks, please see Risks Related to Our
BusinessWe could be subject to claims by the Russian tax inspectorate that could have a material adverse effect on our business. For more information about our disputes with the Russian tax authorities, please see the section of this
Annual Report on Form 20-F/A entitled Item 4Information on the CompanyLegal Proceedings.

Russias federal and local tax collection system increases the likelihood that Russia will impose arbitrary or onerous taxes and penalties in the future, which could materially adversely affect our business. Uncertainty related to
Russian tax laws exposes us to significant fines and penalties and to enforcement measures despite our best efforts at compliance, and could result in a greater than expected tax burden. Uncertainty relating to Russian transfer pricing rules could
lead tax authorities to impose significant additional tax liabilities as a result of transfer pricing adjustments or other similar claims, and could have a material adverse effect on our company.



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Under current Russian accounting and tax principles, financial statements of Russian
companies are not consolidated for tax purposes. As a result, each Russian-registered entity in our group pays its own Russian taxes and we cannot offset the profits or losses in any single Russian entity against the profits or losses of any other
Russian entity. As a result, our overall effective tax rate may increase. It is likely that Russian tax legislation will become more sophisticated in the future. The introduction of new tax provisions may affect the overall tax efficiency of our
group and may result in significant additional taxes becoming payable. Although we will undertake to minimize such exposures with effective tax planning, we cannot assure you that additional tax exposure will not arise in the future. Additional tax
exposure could have a material adverse effect on our financial results.

Laws restricting foreign investment could materially adversely
affect our business.

We could be materially adversely affected by the adoption of new laws or regulations restricting
foreign participation in, or increasing state regulation of, the telecommunications industry in Russia and/or the CIS. The Foreign Investment Law places limits on the amount of foreign investment in companies that are deemed to be strategic.
Pursuant to the Foreign Investment Law, a company operating in the telecommunications sector may be deemed strategic to the extent that it holds a dominant position in the Russian communications market (except for the Internet services market) or,
in the case of fixed-line telecommunications, in the particular companys market covering five or more Russian regions or covering Russian cities of federal importance. In connection with the passage of the Foreign Investment Law, amendments
were adopted to certain provisions of the Communications Law which provide that with respect to mobile telecommunications, a company will be deemed to have a dominant position for purposes of application of the Foreign Investment Law if its share of
the Russian mobile telecommunications market exceeds 25.0%. According to the FAS Order, the Federal Antimonopoly Service has determined that a group of persons consisting of our company and two of our Russian subsidiaries, one of which has been
merged with and into our company, has a dominant position as our share of the Russian mobile telecommunications market exceeds 25.0%. As a consequence, our company is now deemed to be a strategic enterprise and, among other things, any transaction
for acquisition by a foreign investor of a direct or indirect control over more than 50.0% of our voting shares will now require the prior approval of the Russian authorities pursuant to the Foreign Investment Law. There can be no assurance that the
limits on foreign investment pursuant to the Foreign Investment Law would not have a material adverse effect on our business, financial condition, results of operations and prospects.

In Kazakhstan, an amendment to the law On National Security was adopted in July 2004 which specifically limits investments to
less than 49.0% by foreign legal entities or individuals in domestic and long distance operators who own certain communications lines (including fiber optic and microwave links). The law On Investments, adopted in January 2003,
consolidated past Kazakh legislation governing foreign investment. While these laws guarantee the stability of existing contracts, all contracts are subject to amendments in domestic legislation, certain provisions of international treaties, and
domestic laws dealing with national and ecological security, health and ethics.

The developing securities laws and regulations
of Russia and the CIS may limit our ability to attract future investment and could subject us to fines or other enforcement measures despite our best efforts at compliance, which could cause our financial results to suffer and harm our business.

The regulation and supervision of the securities market, financial intermediaries and issuers are considerably less
developed in Russia and the CIS than in the United States and Western Europe. Disclosure and reporting requirements, anti-fraud safeguards, insider trading restrictions and fiduciary duties are relatively new to Russia and the CIS and are unfamiliar
to most companies and managers. In addition, Russian securities rules and regulations can change rapidly, which may materially adversely affect our ability to conduct securities-related transactions, including our ability to attract investments in
our securities in the Russian market. We may be subject to fines or other enforcement measures despite our best efforts at compliance, which could cause our financial results to suffer and harm our business.

Uncertainty relating to the interpretation and application of interested party transaction rules could result in the invalidation of
transactions.

We are required by Russian law and our charter to obtain the approval of disinterested directors or
shareholders for transactions with interested parties. From time to time, we and our subsidiaries engage in various transactions, including reorganizations, that



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may require special approvals under Russian law, and we and our subsidiaries engage in numerous transactions which may require interested party transaction approvals in accordance
with Russian law. The provisions of Russian law defining which transactions must be approved as interested party transactions and the terms affiliated persons and group of persons, which are integral to
interested party transaction analysis, are subject to different interpretations. We cannot be certain that our application of these concepts will not be subject to challenge. Any such challenge could result in the invalidation of
transactions that are important to our business. The failure to obtain necessary approvals could have a material adverse effect on our business.

We may be exposed to liability for actions taken by our subsidiaries.

In certain cases we may be jointly and
severally liable for any obligations of a subsidiary under a transaction. We may also incur secondary liability for any obligations of a subsidiary in certain cases involving bankruptcy or insolvency. The other shareholders of the subsidiary may
seek compensation from us for the losses sustained by the subsidiary that were caused by us. This type of liability could result in significant obligations and materially adversely affect our business.

Provisions under Russian law relating to shareholder rights and obligations may impose additional costs on us or make strategic transactions more costly
and difficult to accomplish.

Under Russian law, our shareholders who vote against or do not participate in voting on some
decisions have the right to sell their shares to us at market value. Our obligation to purchase shares in these circumstances, which is limited to 10.0% of our net assets calculated at the time the decision is taken according to Russian accounting
standards, could have a material adverse effect on our cash flow and our ability to service our indebtedness.

Russias
Law on Joint Stock Companies provides that all shareholders in the event of public placement of shares of our stock and convertible securities as well as shareholders who vote against or abstain from voting on a decision to place shares of our stock
or convertible securities through a closed subscription (or private placement) have a preemptive right to acquire additional shares or convertible securities at the same price pro rata to the number of shares they own. This requirement may lead to
further delays in completing equity and convertible offerings and may lead to uncertainty with respect to sales of newly-issued shares to strategic investors or in connection with transactions.

The Law on Joint Stock Companies imposes certain rights and obligations in connection with acquisitions of major stakes in open joint stock
companies. Generally, an investor crossing the 30.0%, 50.0% or 75.0% voting share ownership thresholds in an open joint stock company is required to make a mandatory offer to purchase all outstanding shares of the company. The amendments also
establish certain rights when a shareholder crosses the 95.0% voting share ownership threshold. A person/legal entity that acquires more than 95.0% of a companys voting shares is obliged either to (a) notify other shareholders of their
right to tender their securities to such a person/legal entity, or (b) exercise the right to purchase all outstanding shares and securities convertible into shares. These provisions could lead to uncertainty with respect to, and increase the
cost of, investments and transactions involving share transfers.

Risks Related to Our Common Stock and ADSs

Russian law may consider the depositary as the beneficial owner of our common shares underlying our ADSs.

Although we consider our ADS holders to be the beneficial, or real, owners of the common shares underlying the ADSs and endeavor to provide
our ADS holders the same rights and benefits as the holders of our common shares, Russian law is unclear about the status of ADS holders and may consider the depositary as the beneficial owner of our common shares underlying our ADSs. This would be
different from the way other jurisdictions treat ADS holders. For instance, in the United States, although shares may be held in the depositarys name or to its order, making it a legal owner of the shares, the ADS holders are the
beneficial or real owners. Russian law may not make the same distinction between legal and beneficial ownership, and it may only recognize the rights of the depositary in whose name the common shares underlying the ADSs are held. This
could have the following consequences, among others:



| |  |  | our company may have to comply with provisions of Russian law applicable to companies with less than 1,000 holders of common stock, whereas our company
currently complies with provisions of Russian law applicable to companies with more than 1,000 holders of common stock;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | our ADS holders could lose all of their rights to the common shares underlying the ADSs if the depositarys assets in Russia are seized or
arrested, as Russian courts may treat the common shares underlying the ADSs as the assets of the depositary in whose name the shares are held; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the mandatory offer provisions of the Joint Stock Company Law may not be triggered by an acquisition of ADSs that would give a person beneficial
ownership of more than 30.0%, 50.0% or 75.0% of our voting stock.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If Russian law does not recognize an ADS
holder as a beneficial owner and the ADS holder is unable to convert his/her ADSs into our common shares, the ADS holder could be deprived of the rights and benefits that holders of shares of our common stock have under Russian law.

Voting rights with respect to the shares of common stock represented by ADSs are limited by the terms of the depositary agreement for the ADSs, our
charter and Russian law.

Voting rights with respect to the shares of common stock represented by ADSs may only be
exercised in accordance with the provisions of the depositary agreement for the ADSs, our charter and Russian law. However, there are practical limitations with respect to the ability to exercise voting rights due to the additional procedural steps
involved in communicating with ADS holders. For example, our charter requires us to notify shareholders at least 30 days in advance of any general meeting. Our shareholders will receive notice directly from our company and will be able to exercise
their voting rights by either attending the meeting in person or voting by proxy. By contrast, ADS holders will not receive notice directly from us. Rather, in accordance with the depositary agreement, we will provide the notice to the depositary.
In turn, the depositary has undertaken, as soon as practicable thereafter, to mail to ADS holders the notice of such meeting, voting instruction forms and a statement as to the manner in which ADS holders may give instructions.

To exercise its voting rights, an ADS holder must then instruct the depositary how to vote the shares underlying the ADSs. Because of this
extra procedural step involving the depositary, the process for exercising voting rights may take longer for an ADS holder than for holders of shares of common stock. ADSs for which the depositary does not receive timely voting instructions will not
be voted at any meeting. If this occurs, an ADS holder generally will not be able to exercise voting rights attaching to the ADSs or the shares of common stock that underlie the ADSs.

Additionally, Russian regulations have been enacted that restrict the total number of shares of outstanding stock allowed to circulate
outside of Russia through an ADS program. Under the relevant regulations, not more than 25.0% of the total number of shares of outstanding stock of each class of a company deemed to be a strategic enterprise, such as our company, are allowed to
circulate abroad. Previous ADS programs, including our existing ADS program, should be exempt under a general grandfather rule. However, in the future, we may be required to reduce the size of our ADS program or to amend the depositary agreement for
the ADSs. In addition, a maximum of 70.0% of the shares to be issued in the offering for a new ADS program may be placed outside of Russia, while the remaining 30.0% must be placed inside Russia through a broker or stock exchange.

The price of our ADSs may be volatile.

Although our ADSs are currently listed on the NYSE, it is possible that an active public market for the ADSs will not be sustained. Furthermore, the price at which the ADSs trade could be subject to
significant fluctuations caused by a wide variety of factors. In addition, the public markets for stock of companies providing wireless telecommunications, technology and Internet services and products have experienced extreme price and volume
fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of such companies. These market and industry factors may materially adversely affect the price of the ADSs, regardless of our operating
performance. In the past, securities class action litigation has been instituted against us following periods of volatility in the market price of our securities. This type of litigation initiated against us could result in substantial costs and a
diversion of managements attention and resources.

You may not be able to benefit from the United States-Russia double tax treaty.

The Russian tax rules applicable to U.S. holders of the ADSs are characterized by significant uncertainties and by an
absence of interpretive guidance. In accordance with Russian legislation, dividends paid



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to a non-resident holder generally will be subject to Russian withholding at a rate of 15.0% for legal entities and organizations and at a rate of 15.0% for individuals and for legal entities and
organizations. This tax may be reduced to 5.0% or 10.0% for legal entities and organizations and to 10.0% for individuals under the United States-Russia double tax treaty provided that such non-resident holders are beneficial (actual) owners of
dividends.

However, the Russian tax rules applicable to ADS holders are characterized by significant uncertainties. Russian
tax authorities have not provided any guidance regarding the treatment of ADS arrangements, and there can be no certainty as to how the Russian tax authorities will ultimately treat those arrangements. In particular, it is unclear whether Russian
tax authorities will treat U.S. holders as the beneficial owners of the underlying shares for the purposes of the United States-Russia double tax treaty. In 2006, the Ministry of Finance expressed an opinion that ADS holders (rather than the
depositary) should be treated as the beneficial owners of the underlying shares for the purposes of the double tax treaty provisions applicable to taxation of dividend income from the underlying shares, provided that tax residencies of the ADS
holders are duly confirmed. However, in the absence of any specific provisions in the Russian tax legislation with respect to the concept of beneficial ownership and taxation of income of beneficial owners, it is unclear how the Russian tax
authorities and courts will ultimately treat the ADS holders in this regard. If the Russian tax authorities were not to treat U.S. holders as the beneficial owners of the underlying shares, then the U.S. holders would not be able to benefit from the
provisions of the United States-Russia double tax treaty and would consequently face additional tax liability and we would be obliged to withhold tax at standard rates when paying out dividends. See Item 10Additional InformationE.
TaxationRussian Tax Considerations for additional information.

We may not pay dividends on our common stock and ADSs, which
may make us less attractive to investors.

In March 2007, our board of directors approved our dividend policy. Subject to
the constraints and guidelines contained in the dividend policy as well as those under Russian law, the policy contemplates that our board will recommend the payment of cash dividends annually and the amount of the annual dividend will generally be
equal to at least 25.0% of our consolidated net income, as determined under U.S. GAAP.

A dividend in the amount of 166.88
Russian rubles per share of our common stock (or approximately US$1.60 per ADS based on the Russian Central Bank exchange rate as of March 28, 2007) for 2006 was approved at our annual general meeting of shareholders on June 29, 2007. A
dividend of 270.01 Russian rubles per common share (or approximately US$0.55 per ADS, based on the Russian Central Bank exchange rate as of December 31, 2007) for 2007 was approved at our annual general meeting of shareholders on June 9,
2008. However, in April 2009, our board of directors recommended to the annual general meeting shareholders not to pay dividends on our common stock based on the results for 2008. We cannot assure you that we will pay dividends on our common stock
and ADSs in the future and any decision by our company not to pay dividends or to reduce dividend payments in the future could materially adversely affect the value of our common stock or ADSs.

Our ability to pay dividends is limited by Russian law. For example, we are permitted to pay dividends only out of our net profits for the
current year as calculated according to Russian accounting standards, which differs significantly from accounting principles generally accepted in the United States, which is the basis of accounting for our audited financial statements included
herein. Because we may not pay dividends in the future, your return on an investment in the ADSs will likely depend on your ability to sell the ADSs for a profit. Further, if we pay dividends in the future, our reliance on external sources of
financing may increase, and our ability to make capital expenditures, investments and acquisitions could be materially adversely affected.

Holders of our ADSs may be unable to repatriate distributions on the ADSs and distributions are subject to fluctuations in the exchange rate between the Russian ruble and the U.S. dollar.

We anticipate that any dividends we pay in the future on the shares represented by the ADSs will be declared and paid to the depositary in
Russian rubles and will be converted into U.S. dollars by the depositary and distributed to holders of ADSs, net of the depositarys fees and expenses. Accordingly, the value of dividends received by holders of ADSs will be subject to
fluctuations in the exchange rate between the Russian ruble and the dollar. Furthermore, the ability to convert Russian rubles into U.S. dollars is subject to the availability of U.S. dollars in Russias currency markets. Although there is an
existing, albeit limited, market within Russia for the conversion of Russian rubles into U.S. dollars, including the interbank currency exchange and over-the-counter and currency futures markets, the further development of this market is uncertain.
At present, there is no market for the conversion of Russian rubles into foreign currencies outside of Russia.



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|ITEM 4. | Information on the Company
|------- | --------------------------

Overview

We are a telecommunications operator, providing voice and data services through a range of mobile, fixed and broadband
technologies. The VimpelCom group of companies includes companies operating in Russia, Kazakhstan, Ukraine, Uzbekistan, Armenia, Tajikistan and Georgia as well as in the Socialist Republic of Vietnam and the Kingdom of Cambodia covering territory
with a total population of approximately 340.0 million. With our acquisition of Golden Telecom, a leading provider of fixed-line telecommunications and Internet services in Russia, we have transformed VimpelCom into a leading integrated
telecommunications provider in Russia and the CIS.

Our net operating revenues were US$10,116.9 million for the year ended
December 31, 2008, compared to US$7,171.1 million for the year ended December 31, 2007. Our operating income was US$2,536.0 million for the year ended December 31, 2008, compared to US$2,206.2 million for the year ended
December 31, 2007. Our net income was US$524.3 million for the year ended December 31, 2008, compared to US$1,462.7 million for the year ended December 31, 2007.

As of December 31, 2008, our total number of active mobile subscribers in Russia and the CIS was 61.0 million (including
47.7 million in Russia, 6.3 million in Kazakhstan, 3.6 million in Uzbekistan, 2.1 million in Ukraine, 0.5 million in Armenia, 0.6 million in Tajikistan and 0.2 million in Georgia). As of December 31, 2007, our total
number of active mobile subscribers in Russia and the CIS was 51.7 million (including 42.2 million in Russia, 4.6 million in Kazakhstan, 2.1 million in Uzbekistan, 1.9 million in Ukraine, 0.4 million in Armenia,
0.3 million in Tajikistan and 0.1 million in Georgia). As of December 31, 2008, we had approximately 1.2 million residential broadband subscribers.

We currently operate our telecommunications services in Russia, Kazakhstan, Ukraine, Armenia, Tajikistan, Uzbekistan and Georgia primarily under the Beeline brand name. We also intend to
operate our mobile telecommunications services in Vietnam and in Cambodia under the Beeline brand name.

History and
Development

Our company is an open joint stock company organized under the laws of the Russian Federation with the legal
name Open Joint Stock Company Vimpel-Communications. Our company was registered in the Russian Federation on September 15, 1992 as a closed joint stock company and re-registered as an open joint stock company on July 28, 1993.
Our registered offices are located at 10 Ulitsa 8-Marta, Building 14, Moscow, Russian Federation 127083. Our telephone number is +7 (495) 725 0700.

In November 1996, we became the first Russian company since 1903 to list shares on the NYSE. Our American Depositary Shares, or ADSs, are traded under the symbol VIP.

In December 1998, Telenor, Norways leading telecommunications company became a strategic partner in our company. That same year, we
became the first major mobile telecommunications services provider in Russia to offer prepaid tariff plans to our subscribers.

To accelerate the development of our companys regional GSM license portfolio, in May 2001, our company signed an agreement with Alfa Group, which purchased strategic ownership interests in our company. Telenor also participated in the
transaction.

In April 2003, we launched operations in St. Petersburg and by the end of that year we had 55 regional networks
in commercial operation and a total subscriber base in Russia exceeding 10.0 million.

In September 2004, we began to
implement our strategic plan to expand our operations into the CIS by acquiring KaR-Tel, a mobile telecommunications services provider with a national GSM license in Kazakhstan. We continued our growth strategy throughout 2005 and 2006 by acquiring
100.0% of URS in Ukraine in November 2005, 60.0% of Limited Liability Company Tacom(Tacom) in Tajikistan in December 2005, 100.0% of each of Bakarie Uzbekistan Telecom Limited Liability Company (Buztel) and Limited Liability
Company Unitel (Unitel) in Uzbekistan in January and February 2006, respectively, 51.0% of Limited Liability Company Mobitel (Mobitel) in Georgia in July 2006 and 90.0% of ArmenTel in Armenia in November 2006. In July 2006,
we merged Buztel into Unitel. In December 2006, we increased our stake in



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Tacom to 80.0% and in April 2007, we increased our stake in ArmenTel to 100.0%. In April 2007, we entered into an agreement to sell 33.3% of Freevale Enterprises, Inc. (BVI)
(Freevale). This transaction was finalized on June 14, 2007, and our effective indirect shareholding in Unitel decreased to 93.0%.

In September 2005, we acquired 89.6% of Closed Joint Stock Company Sakhalin Telecom Mobile, or STM, which holds a GSM-1800 license covering the territory of Sakhalin.

In August 2007, we acquired 100.0% of Closed Joint Stock Company Corporation Severnaya Korona, which we refer to as CSK and
which holds GSM-900/1800 and D-AMPS licenses covering the Irkutsk region.

In November 2004 and May 2005, respectively, we
completed the mergers of our subsidiaries, Open Joint Stock Company VimpelCom-Region and Open Joint Stock Company KB Impulsinto VimpelCom. In April and May 2006, we completed the mergers of the following wholly-owned
subsidiaries into VimpelCom: Closed Joint Stock Company Sotovaya Company, Closed Joint Stock Company StavTeleSot, Closed Joint Stock Company Vostok-Zapad Telecom, Open Joint Stock Company Orensot, Open
Joint Stock Company Dal Telecom International, Closed Joint Stock Company Extel, and Open Joint Stock Company Beeline-Samara, which we refer to collectively as the Merged Companies. On October 30, 2008, we
completed the merger of CSK and Closed Joint Stock Company Karachaevo-CherkesskTeleSot into VimpelCom. On February 6, 2009, we completed the merger of Closed Joint Stock Company Kabardino-Balkarskiy GSM into VimpelCom.
We are in the process of re-issuance of the license and have submitted the application for re-issuance.

On January 18,
2008, our indirect wholly-owned subsidiary Lillian Acquisition, Inc. (Lillian) commenced a tender offer to purchase, at a price of $105.0 per share in cash, any and all outstanding shares of Golden Telecoms common stock, on the
terms and subject to the conditions specified in an offer to purchase dated January 18, 2008. Upon the closing of the initial offer period and the subsequent offer period on February 26, 2008, Golden Telecom shareholders had tendered over
94.0% of the outstanding shares of Golden Telecom. On February 28, 2008, Lillian was merged with and into Golden Telecom, with Golden Telecom continuing as the surviving corporation. As a result of the merger, Golden Telecom became our indirect
wholly-owned subsidiary.

In June 2008, we completed our acquisition of 49.0% of Closed Joint Stock Company Investelectrosvyaz
(hereinafter Corbina Telecom) operating under trade mark Corbina from Inure Enterprises Ltd. for approximately US$404.0 million. Corbina Telecom owns a fibre-optic network which provides FTTB broadband Internet services in Russia. As a
result of this acquisition, together with our subsidiary Sovintel we own 100.0% of the shares of Corbina Telecom.

In July
2008, we acquired a 90.0% stake in Sotelco, a company holding a GSM 900/1800 license and related frequencies in Cambodia, for US$28.0 million. We also acquired a call option to purchase the remaining 10.0% stake for market value at the exercise
date.

Also in July 2008, we signed an agreement with Global Telecommunications Corporation, which we refer to as GTEL, a
Vietnamese state-owned enterprise, and its subsidiary GTEL Technical Service and Commercial Joint Stock Company (GTEL TSC) to establish a joint venture company, GTEL-Mobile Joint Stock Company, or GTEL-Mobile, in which we received a
40.0% interest for US$267.0 million. In September 2008, GTEL-Mobile received a GSM 1800 license and frequencies.

On
October 23, 2008, we acquired 49.9% of Morefront Holdings Ltd. (Morefront), which owns 100.0% of Euroset, which we refer to as Euroset, the leading mobile handset retailer and dealer for major mobile network operators in Russia, for
US$226.0 million. We have agreed on put and call arrangements, exercisable after three years, with respect to a further 25.0% of Morefront Holdings Ltd. shares. This acquisition allowed us to significantly enhance our distribution capabilities.

For more information on our recent acquisitions, see the Item 5Operating and Financial Review and
ProspectsLiquidity and Capital ResourcesInvesting Activities.

Our investing activities included capital
expenditures on the purchase of equipment, telephone line capacity, frequency allocations, buildings and other assets as a part of the ongoing development of our mobile networks and acquisitions of businesses. In 2006, 2007 and 2008, we paid
approximately US$1,607.2 million, US$1,690.7 million and US$2,444.7 million, respectively, for the purchase of equipment, intangible assets, software and other non-current assets. In 2006, we paid approximately US$679.8 million for the acquisition
of new entities (net of cash holdings of acquired companies), including Unitel, Buztel, Mobitel and ArmenTel. In



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2007, we paid approximately US$301.3 million for the acquisition of new entities (net of cash holdings of acquired companies), including CSK, Limited Liability Partnership Teta Telecom
(Teta Telecom) and our acquisition of the 10.0% interest in ArmenTel that we did not already own. In 2008 we paid approximately US$ 4,134.7 million for the acquision of the new entities (net of cash holdings of acquired companies)
including Golden Telecom, Corbina Telecom, Morefront Holdings Ltd, GTEL-Mobile, Sotelco Ltd and acquiring an additional 25.0% less one share of Limnotex Developments Limited. Our capital expenditures in 2009 will mainly consist of maintenance
expenditures, with the exception of the rollout of the network in Cambodia and necessary investments to meet 3G license capital requirements in Russia. The actual amount of our capital expenditures for 2009 will depend on market development and our
performance. For more information on our principal capital investments and investing activities, including acquisitions and divestitures of interests in other companies, and method of financing, see the sections of this Annual Report on Form 20-F/A
entitled Item 5Operating and Financial Review and ProspectsMergers and Recently Completed Acquisitions, Item 5Operating and Financial Review and ProspectsLiquidity and Capital ResourcesInvesting
Activities and Item 5Operating and Financial Review and ProspectsLiquidity and Capital ResourcesFuture liquidity and capital requirements.

Organizational Structure

VimpelCom is incorporated and existing under the
laws of Russian Federation. It is the main operating company of the group and the parent company of a number of operating subsidiaries and holding companies in various other jurisdictions. The table below sets forth our significant operating
subsidiaries, including those subsidiaries that hold our principal telecommunications licenses, and our percentage ownership interest, both direct and indirect, in each subsidiary as of April 30, 2009. Our percentage ownership interest is
identical to our voting power in each of the subsidiaries. VimpelCom has other operating subsidiaries, which licenses are described herein below.



|                              |  |                        |  |                             
|----------------------------- |  | ---------------------- |  | ----------------------------
|Subsidiary                    |  | CountryofIncorporation |  | Percentage OwnershipInterest
|LLC EDN Sovintel            |  | Russia                 |  | 100.0%1                     
|LLP KaR-Tel                 |  | Kazakhstan             |  | 75.0%2                      
|LLC Tacom                   |  | Tajikistan             |  | 80.0%3                      
|CJSC Ukrainian RadioSystems |  | Ukraine                |  | 100.0%4                     
|LLC Golden Telecom          |  | Ukraine                |  | 80.0%5                      
|LLC Unitel                  |  | Uzbekistan             |  | 93.0%6                      
|LLC Mobitel                 |  | Georgia                |  | 51.0%7                      
|CJSC ArmenTel               |  | Armenia                |  | 100.0%                      
|Sotelco Ltd                 |  | Cambodia               |  | 90.0%8                      



|1 | Indirect ownership through Golden Telecom Inc. (Delaware) and VC Finance BV (Netherlands).
|- | ------------------------------------------------------------------------------------------

|2 | Indirect ownership through VC Finance BV (Netherlands) and Limnotex Developments Ltd. (Cyprus).
|- | -----------------------------------------------------------------------------------------------

|3 | Indirect ownership through VC Finance BV (Netherlands) and VimpelCom (BVI) Limited.
|- | -----------------------------------------------------------------------------------

|4 | Indirect ownership through five direct Cypriot subsidiaries.
|- | ------------------------------------------------------------

|5 | Indirect ownership through Golden Telecom Inc. (Delaware) and its subsidiaries.
|- | -------------------------------------------------------------------------------

|6 | Indirect ownership
through our direct subsidiaries in Netherlands and BVI.
|- | --------------------------------------------------------------------------

|7 | Indirect ownership
through our direct subsidiary in BVI.
|- | --------------------------------------------------------

|8 | Indirect ownership
through our subsidiaries in Cyprus and BVI
|- | -------------------------------------------------------------



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Licenses

Mobile Telecommunications Licenses

Russia

GSM Licenses. We hold GSM licenses for seven out of the eight Russian super-regions. In total, our super-regional GSM licenses cover
approximately 96.0% of Russias population and permit us to operate a unified dual band GSM-900/1800 network.

We do not
currently hold a GSM super-regional license for the Far East super-region of Russia. We currently hold GSM-1800 and D-AMPS licenses in the following seven regions of the 12 regions within the Far East super-region: Amur region, Kamchatka Krai,
Khabarovsk Krai, Sakhalin region, Evreyskaya Autonomous Region, Magadan region and Irkutsk region (GSM-900/1800 and D-AMPS), excluding an administrative-territorial unit of special status  Ust-Ordynskiy Buryatskiy Autonomous Region.

In addition to the seven super-regional GSM licenses, we hold GSM licenses for the following four territories, all of which
are located within the seven super-regions: Kaliningrad region, within the Northwest region; Orenburg region, within the Ural region; and the Kabardino Balkarskaya Republic and the Karachaevo Cherkesskaya Republic, both within the North Caucasus
region.

3G Licenses. On April 20, 2007, the Federal Communications Agency announced that our company was awarded
one of three UMTS licenses in Russia. The license was issued on May 21, 2007 and has start of service requirements of not later than May 21, 2009 for some Russian regions and November 21, 2009 for the remaining regions. We are also
required to install a total of 6,096 3G base stations throughout Russia. The license expires on May 21, 2017.

For
additional information relating to the risks relating to the 3G license award, see the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessOur failure
to keep pace with technological changes and evolving industry standards could harm our competitive position and, in turn, materially adversely affect our business.

CIS

Kazakhstan. KaR-Tel holds a national GSM-900/1800 license for
the entire territory of Kazakhstan.

Uzbekistan. Unitel holds national GSM-900/1800 and UMTS licenses covering the
entire territory of Uzbekistan.

Ukraine. URS holds a GSM-900 license that covers the entire territory of Ukraine and
two GSM-1800 licenses that cover 24 of Ukraines 27 administrative regions (including the Kyiv Region, but excluding the City of Kyiv, the Dnipropetrovsk Region and the Odessa Region). Golden Telecom (Ukraine) holds 3 GSM-1800 licenses covering
the territory of Ukraine, excluding the Dnipropetrovsk Region, Kharkov Region, Lviv Region. We are still considering whether and how to combine the URS and Golden Telecom mobile operations in Ukraine.

Armenia. ArmenTel, which provides both fixed-line and mobile services, holds GSM-900/1800 and UMTS licenses for the entire territory
of Armenia.

Tajikistan. Tacom holds national GSM-900/1800 and UMTS licenses for the entire territory of Tajikistan.

Georgia. Mobitel holds GSM-1800 and E-GSM licenses for the entire territory of Georgia.

The following tables summarize the principal terms of our GSM licenses, including the license areas, initial issue dates and expiration
dates.

Principal Terms of our Super-Regional GSM Licenses in Russia



|                                |  |               |  |                
|------------------------------- |  | ------------- |  | ---------------
|                                |  | Valid From    |  | Expiration Date
|Moscow                          |  | Apr. 28, 2008 |  | Apr. 28, 2013  
|Central and Central Black Earth |  | Apr. 28, 2008 |  | Apr. 28, 2013  
|North Caucasus                  |  | Apr. 28, 2008 |  | Apr. 28, 2013  
|North-West(1)                   |  | Sep. 12, 2002 |  | Sep. 12, 2012  
|Siberian                        |  | Apr. 28, 2008 |  | Apr. 28, 2013  
|Ural(2)                         |  | Nov. 14, 2002 |  | Nov. 14, 2012  
|Volga                           |  | Apr. 28, 2008 |  | Apr. 28, 2013  



|(1) | We hold a GSM license covering 10 territories of the North-West super-region, which contains certain requirements related to the licensed territories: (i) GSM
900/1800 standard for the following territories within the North-West super-region: the city of Saint Petersburg, Leningrad region; and (ii) GSM-1800 standard for the following territories within the North-West super-region: Kareliya Republic,
Nenetskiy Autonomous Region, Arkhangelsk region, Vologda region, Kaliningrad region, Murmansk region, Novgorod region, Pskov region.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | We hold a GSM license covering all 12 territories of the Ural super-region, which contains certain requirements related to the licensed territories:
(i) GSM-900/1800 standard for the following territories within the Ural super-region: Komi Republic, Udmurtskaya Republic, Kirov region, Kurgan region, Sverdlovsk region, Yamal Nenets autonomous district, the city of Kudymkar, Kudymkar
metropolitan region, Yusvinsky metropolitan region, Yurlinsky metropolitan region, Kochevsky metropolitan region, Kossinsky metropolitan region, Gaynsky metropolitan region of Permskiy Krai; and (ii) GSM-1800 standard for the following
territories within the Ural super-region: Orenburg region, Tyumen region, Chelyabinsk region, Hanty-Mansiysky autonomous districtYugra and Permsky krai (not including the city of Kudymkar, Kudymkar metropolitan region, Yusvinsky
metropolitan region, Yurlinsky metropolitan region, Kochevsky metropolitan region, Kossinsky metropolitan region and Gaynsky metropolitan region).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Principal Terms of our Territorial GSM Licenses in Russia



|                                           |  |                |  |                 |  |                
|------------------------------------------ |  | -------------- |  | --------------- |  | ---------------
|License Area                               |  | Issue Date     |  | Expiration Date |  | Type of License
|Amur region                                |  | Jan. 10, 2002  |  | Jan. 10, 2012   |  | GSM-1800       
|Kabardino Balkarskaya Republic(1)          |  | Mar. 17, 2000  |  | Mar. 17, 2010   |  | GSM-900        
|Kamchatka region                           |  | Jan. 10, 2002  |  | Jan. 10, 2012   |  | GSM-1800       
|Karachaevo Cherkesskaya Republic(2)        |  | May 19, 2000   |  | May 19, 2010    |  | GSM-900/1800   
|Khabarovsk Krai                            |  | Jan. 10, 2002  |  | Jan. 10, 2012   |  | GSM-1800       
|Orenburg region                            |  | Jun. 13, 2000  |  | Jun. 13, 2010   |  | GSM-900/1800   
|Sakhalin(3)                                |  | Oct. 18, 2001  |  | Oct. 18, 2011   |  | GSM-1800       
|Evreyskaya autonomous region(4)            |  | Aug. 27, 2007  |  | Aug. 27, 2012   |  | GSM-1800       
|Magadan region(5)                          |  | Aug. 27, 2007  |  | Aug. 27, 2012   |  | GSM-1800       
|Koryakskiy district of Kamchatskiy Krai(6) |  | Aug. 27, 2007  |  | Aug 27, 2012    |  | GSM-1800       
|Kaliningrad region                         |  | Aug. 1, 2006   |  | Aug. 1, 2011    |  | GSM-900        
|Irkutsk region(7)                          |  | Sept. 13, 2001 |  | Sept. 13, 2011  |  | GSM-900/1800   



|(1) | The license for the Kabardino Balkarskaya Republic, which is part of the North Caucasus super-region is held by VimpelCom, it was re-issued from Karachaevo-Cherkessk
TeleSot to VIP as a result of the merger on February 06, 2009. Certain requirements for this license have not been met because VimpelCom provides mobile services in this license area.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The license for the Karachaevo Cherkesskaya Republic, which is part of the North Caucasus super-region, is held by VimpelCom. Certain requirements for this license have
not been met because VimpelCom provides mobile services in this license area.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The license for the Sakhalin region, which is part of the Far East super-region, is held by STM.
|--- | ------------------------------------------------------------------------------------------------

|(4) | The license for the Evreyskaya autonomous region has conditions relating to population coverage and base station buildout.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(5) | The license for the Magadan region has conditions relating to population coverage and base station buildout.
|--- | ------------------------------------------------------------------------------------------------------------

|(6) | The license for the Koryakskiy district of Kamchatskiy Krai has conditions relating to population coverage and base station buildout.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

|(7) | The license for the Irkutsk region, excluding an administrative-territorial unit of special status  Ust-Ordynskiy Buryatskiy Autonomous Region, which is part of
the Far East region, is held by VimpelCom.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Principal Terms of our Mobile Licenses in the CIS



|             |  |               |  |                 |  |                       |  |                                               
|------------ |  | ------------- |  | --------------- |  | --------------------- |  | ----------------------------------------------
|License Area |  | Issue Date    |  | Expiration Date |  | Type of License       |  | Territorial Coverage                          
|Kazakhstan   |  | Aug. 24, 1998 |  | Aug. 24, 2013   |  | GSM-900/1800          |  | Entire territory of Kazakhstan                
|             |  |               |  |                
|Uzbekistan   |  | Jan. 6, 2005  |  | Aug. 6, 2016    |  | GSM-900/1800 and UMTS |  | Entire territory of Uzbekistan                
|             |  |               |  |                
|Ukraine      |  |               |  |                 |  |                       |  |                                               
|             |  |               |  |                
|URS          |  | May 16, 2006  |  | Apr. 28, 2010   |  | GSM-900               |  | Entire territory of Ukraine                   
|             |  |               |  |                
|URS          |  | Oct. 20, 2005 |  | Oct. 20, 2020   |  | GSM-1800              |  | 23 out of 27 administrative regions of Ukraine



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|           |  |               |  |                  |  |                       |  |                                                                                                        
|---------- |  | ------------- |  | ---------------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------
|URS        |  | Dec. 15, 2005 |  | Dec. 15, 2020    |  | GSM-1800              |  | Kyiv region                                                                                            
|           |  |               |  |                 
|GTU        |  | May 18, 2006  |  | May 18, 2021     |  | GSM-1800              |  | Entire territory of Ukraine, excluding Kyiv, Kyiv region and Dnipropetrovsk, Kharkiv and Lviv
region(1)
|           |  |               |  |                 
|GTU        |  | Oct. 19, 2007 |  | May 18, 2021     |  | GSM-1800              |  | Kyiv region                                                                                            
|           |  |               |  |                 
|GTU        |  | Oct. 19, 2007 |  | July 7, 2014     |  | GSM-1800              |  | Kyiv                                                                                                   
|           |  |               |  |                 
|Armenia    |  | Feb. 23, 1995 |  | Mar. 3, 2013     |  | GSM-900/1800 and UMTS |  | Entire territory of Armenia                                                                            
|           |  |               |  |                 
|Tajikistan |  | Aug. 29, 2005 |  | Aug. 29, 2010    |  | UMTS                  |  | Entire territory of Tajikistan                                                                         
|           |  |               |  |                 
|           |  | Jun. 18, 2004 |  | Jun. 18, 2009    |  | GSM-900/1800          |  |                                                                                                        
|           |  |               |  |                 
|Georgia    |  | Dec. 16, 2005 |  | Jul. 23, 2013(2) |  | GSM-1800 and E-GSM    |  | Entire territory of Georgia                                                                            



|(1) | There are no frequency licenses for Dnipropetrovsk, Kharkiv and Lviv regions.
|--- | -----------------------------------------------------------------------------

|(2) | Mobitel LLC has been granted multiple radiofrequency and numeration capacity licenses with varying issue and expiration dates. The indicated date is the earliest date
of expiration of one of the radiofrequency licenses and the earliest date of expiration of one of the numeration capacity licenses.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Principal Terms of Our International Mobile Licenses



|                                 |  |               |  |                 |  |                 |  |                             
|-------------------------------- |  | ------------- |  | --------------- |  | --------------- |  | ----------------------------
|License Area                     |  | Issued Date   |  | Expiration Date |  | Type of License |  | Territorial Coverage        
|Socialist Republic of Vietnam(1) |  | Sep. 05, 2008 |  | Sep. 05, 2023   |  | GSM-1800        |  | Entire territory of Vietnam 
|                                 |  |               |  |                
|the Kingdom of Cambodia(2)       |  | Jan. 03, 2007 |  | Jan. 03, 2042   |  | GSM-900/1800    |  | Entire territory of Cambodia

Principal Terms of Our International Fixed-Line, Data and Long Distance Licenses



|                                      |  |                            |  |                
|------------------------------------- |  | -------------------------- |  | ---------------
|License Type                          |  | Region                     |  | Expiration Date
|Voice Over Internet Protocol Services |  | The Kingdom of Cambodia(2) |  | Jan. 03, 2042  



|(1) | license is held by GTEL-Mobile
|--- | ------------------------------

|(2) | licenses are held by Sotelco
|--- | ----------------------------

Fixed-line,
Data and Long Distance Licenses

The tables below set forth the principal terms of the fixed-line, data and long distance
licenses which are important to our operations (other than mobile operations) in Russia, Ukraine, Kazakhstan, Uzbekistan, Armenia and Tajikistan. Renewal applications will be submitted where necessary for any licenses expiring in 2009.



39



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Principal Terms of Our Fixed-Line, Data and Long Distance Licenses in Russia



|                           |  |                                                                                   |  |                   
|-------------------------- |  | --------------------------------------------------------------------------------- |  | ------------------
|License Type               |  | Region                                                                            |  | Expiration Date   
|Local Communications       |  | Moscow,(3)Nizhny Novgorod(3)                                                      |  |                   
|Services excluding local   |  | Khabarovsk,(3)Novosibirsk(3)                                                      |  | March 09, 2012    
|communications services    |  | St. Petersburg(3)                                                                 |  | January 23, 2012  
|using payphones and        |  | Ekaterinburg(3)                                                                   |  | February 16, 2011 
|multiple access facilities |  | Rostov-on-Don(3)                                                                  |  | August 27, 2011   
|                           |  | Moscow(4)                                                                         |  | May 21, 2012      
|                           |  | Saint-Petersburg(4)                                                               |  | June 05, 2012     
|                           |  | Nizhny Novgorod(1)                                                                |  | October 05, 2010  
|                           |  | Moscow(2)                                                                         |  | July 23, 2011     
|                           |  | Saint-Petersburg(2)                                                               |  | December 12, 2010 
|Local Communications       |  | Moscow,(3)St. Petersburg,(3)                                                      |  | September 21, 2011
|Services using multiple    |  | Novosibirsk,(3)Nizhny Novgorod,(3)Khabarovsk(3)                                   |  | March 09, 2012    
|access facilities          |  | Ekaterinburg(3)                                                                   |  | July 20, 2010     
|                           |  | Rostov-on-Don(3)                                                                  |  | March 26, 2013    
|                           |  | Moscow,(4)St. Petersburg,(4)Nizhny Novgorod,(4)                                   |  |                   
|                           |  | Rostov-on-Don(4)                                                                  |  | November 09, 2012 
|                           |  | Nizhny Novgorod(1)                                                                |  | February 27, 2013 
|Leased Communications      |  | Moscow,(3)St. Petersburg,(3), Novosibirsk,(3)Nizhny                               |  |                   
|Circuits Services          |  | Novgorod,(3)Rostov-on-Don,(3)Khabarovsk(3)                                        |  | July 5, 2011      
|                           |  | Ekaterinburg(3)                                                                   |  | July 20, 2010     
|                           |  | Moscow(4)                                                                         |  | May 18, 2011      
|                           |  | Nizhny Novgorod(1)                                                                |  | November 28, 2013 
|                           |  | Moscow(2)                                                                         |  | July 5, 2011      
|Voice Communications       |  | Moscow,(3)St. Petersburg,(3)Novosibirsk,(3)Ekaterinburg,(3)                       |  |                   
|Services in Data           |  | Nizhny Novgorod,(3)Rostov-on-Don,(3)Khabarovsk,(3)                                |  | March 15, 2011    
|Transmission Networks      |  | Rostov-on-Don(4)                                                                  |  | May 7, 2013       
|                           |  | Nizhny Novgorod(1)                                                                |  | January 27, 2011  
|                           |  | Moscow(2)                                                                         |  | May 25, 2011      
|                           |  | St. Petersburg(2)                                                                 |  | November 21, 2010 
|                           |  | Moscow(6)                                                                         |  | January 23, 2012  
|International and National |  |                                                                                   |  |                   
|Communications Services    |  | Russian Federation(3)                                                             |  | May 31, 2012      
|Telematic Services         |  | Moscow,(3)St. Petersburg,(3)                                                      |  | August 18, 2013   
|                           |  | Novosibirsk,(3)Nizhny Novgorod,(3)Rostov-on-Don,(3)                               |  |                   
|                           |  | Khabarovsk,(3)                                                                    |  | October 04, 2012  
|                           |  | Ekaterinburg(3)                                                                   |  | July 20, 2010     
|                           |  | Moscow(4)                                                                         |  | August 31, 2012   
|                           |  | St. Petersburg,(4)Ekaterinburg,(4)Nizhny Novgorod,(4)                             |  |                   
|                           |  | Novosibirsk,(4)Rostov-on-Don(4)                                                   |  | May 21, 2012      
|                           |  | Nizhny Novgorod(1)                                                                |  | December 23, 2010 
|                           |  | St. Petersburg(2)                                                                 |  | November 21, 2010 
|                           |  | Moscow(6)                                                                         |  | January 23, 2012  
|                           |  | Moscow(2)                                                                         |  | June 5, 2011      
|Intra-zonal                |  | Moscow,(3)St. Petersburg(3)                                                       |  | October 24, 2011  
|Communications Services    |  | Novosibirsk,(3)Ekaterinburg,(3)Nizhny Novgorod,(3) Rostov-on-Don,(3)Khabarovsk(3) |  | February 16, 2011 
|                           |  | Moscow(4)                                                                         |  | March 15, 2011    
|                           |  | Nizhny Novgorod(1)                                                                |  | October 5, 2010   
|Data Transmission          |  | Moscow,(3)St. Petersburg(3)                                                       |  | August 18, 2013   
|Services                   |  | Ekaterinburg(3)                                                                   |  | July 20, 2010     
|                           |  | Novosibirsk,(3)Nizhny Novgorod,(3)Rostov-on-Don,(3) Khabarovsk(3)                 |  | October 4, 2012   
|                           |  | Moscow(4)                                                                         |  | August 29, 2012   
|                           |  | St. Petersburg,(4)Ekaterinburg,(4)                                                |  |                   
|                           |  | Nizhny Novgorod(4)                                                                |  | June 5, 2012      



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Principal Terms of Our Fixed-Line, Data and Long Distance Licenses in Russia



|                          |  |                                                             |  |                   
|------------------------- |  | ----------------------------------------------------------- |  | ------------------
|License Type              |  | Region                                                      |  | Expiration Date   
|                          |  | Novosibirsk,(4)Rostov-on-Don(4)                             |  | March 9, 2012     
|                          |  | Nizhny Novgorod(1)                                          |  | December 23, 2010 
|                          |  | St. Petersburg(2)                                           |  | November 21, 2010 
|                          |  | Moscow(6)                                                   |  | January 23, 2012  
|                          |  | Moscow(2)                                                   |  | June 5, 2011      
|Communications Services   |  | Moscow,(3)St. Petersburg,(3)Novosibirsk,(3)Ekaterinburg,(3) |  |                   
|for the Purposes of Cable |  | Nizhny Novgorod,(3)Rostov-on-Don,(3)                        |  |                   
|Broadcasting              |  | Khabarovsk(3)                                               |  | December 6, 2012  
|                          |  | Moscow(4)                                                   |  | September 21, 2011
|                          |  | St. Petersburg(4)                                           |  | September 18, 2012
|                          |  | Novosibirsk,(4)Rostov-on-Don(4)                             |  | November 28, 2013 
|Communications Services   |  | Moscow(5)                                                   |  | June 19, 2011     
|for the Purposes of TV    |  | St. Petersburg(5)                                           |  | July 28, 2011     
|Broadcasting              |  | Moscow(6)                                                   |  | June 19, 2011     



|(1) | These licenses are held by ADS.
|--- | -------------------------------

|(2) | These licenses are held by Dicom.
|--- | ---------------------------------

|(3) | These licenses are held by Sovintel.
|--- | ------------------------------------

|(4) | These licenses are held by Investelectrosvyaz.
|--- | ----------------------------------------------

|(5) | These licenses are held by Kolangon-Optim.
|--- | ------------------------------------------

|(6) | These licenses are held by Dominanta
|--- | ------------------------------------

Principal Terms of Our Fixed-Line, Data and Long Distance Licenses in the CIS



|                              |  |                                                                                                                                            |  |                  
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------
|License Type                  |  | Region                                                                                                                                     |  | Expiration Date  
|Local Communications Services |  | Ukraine (excluding Kyiv, Kyiv Region, Odessa, Odessa Region)(1)                                                                            |  | Oct. 29, 2013    
|                              |  | Uzbekistan(2)                                                                                                                              |  | July 4, 2011     
|                              |  | Alma-aty and Alma-aty region, Atyrau and Atyrau region, Astana and Akmolinskaya region(3)                                                  |  | Unlimited        
|                              |  | Kyiv, Kyiv Region, Odessa Region(1)                                                                                                        |  | October 12, 2012 
|                              |  | Armenia(6)                                                                                                                                 |  | March 3, 2013    
|International and National    |  | Russia(4)                                                                                                                                  |  | December 12, 2005
|Communications Services       |  | Armenia(6)                                                                                                                                 |  |                  
|                              |  | Uzbekistan(5)                                                                                                                              |  | March 3, 2013    
|                              |  | Kyiv, Odessa, Odessa Region, Donetsk, Donetsk Region, Kharkov, Kharkov Region, Lviv, Lviv Region, Dnipropetrovsk, Dnipropetrovsk Region(1) |  | January 14, 2010 
|                              |  | Ukraine (excluding Kyiv, Odessa, Odessa Region, Donetsk, Donetsk Region, Kharkov, Kharkov Region, Lviv, Lviv Region, Dnipropetrovsk,       |  | December 31, 2013
|                              |  | Dnipropetrovsk Region)(1)                                                                                                                  |  | January 28, 2014 
|                              |  | Tajikistan(7)                                                                                                                              |  | August 11, 2011  
|Telematic Services            |  |                                                                                                                                            |  |                  
|                              |  | Tajikistan(7)                                                                                                                              |  | July 23, 2009    
|Data Transmission Services    |  | Uzbekistan(2)                                                                                                                              |  | August 29, 2011  
|                              |  | Kazakhstan(3)                                                                                                                              |  | Unlimited        
|                              |  | Tajikistan(7)                                                                                                                              |  | December 12, 2010



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Principal Terms of Our Fixed-Line, Data and Long Distance Licenses in the CIS



|                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                
|-------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|License Type                                                   |  | Region                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Expiration Date
|Radio Frequencies                                              |  | Kyiv, Sevastopol, Dnipropetrovsk Region, Donetsk Region, Kharkov Region, Odessa Region, Zaporozhye Region, Kyiv Region, Lugansk Region, Lviv Region, Poltava Region, Vinnitsa
Region, Zhitomir Region, Suma Region, Kherson Region, Khmelnitsk Region, Ivano-Frankovsk Region, Volyn Region, Zakarpatye Region, Kirovograd Region, Rovno Region, Ternopol Region, Cherskassk Region, Chernigov Region, Chernovets Region,
Crimea(8) |  | April 20, 2016 
|Communications Services for the Purposes of Cable Broadcasting |  | Kyiv(1)                                                                                                                                                                                                                                                                                                                                                                                                                             |  | May 18, 2017   



|(1) | These licenses are held by GTU.
|--- | -------------------------------

|(2) | These licenses are held by Buzton.
|--- | ----------------------------------

|(3) | These licenses are held by SA-Telcom.
|--- | -------------------------------------

|(4) | This license is held by VimpelCom and contains the customary conditions for licenses of this kind, including a start-of-service requirement of September 12, 2008.
VimpelCom has entered into interconnect agreements with all zonal operators and applied for long distance and international communications codes from the regulator Mininformsvyazi. This license will be used to transfer traffic in its GSM network,
and VimpelCom intend to implement it during 2008 by deploying a multi-service federal transit network. For more information on the risks related to access to local and long distance services, please see Item 3Key InformationD. Risk
FactorsRisks Related to Our Business Our ability to provide telecommunications services would be severely hampered if our access to local and long distance line capacity was limited or if the commercial terms of our interconnect
agreements were significantly altered.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Buzton holds two licenses in this region, both of which expire on the same date.
|--- | --------------------------------------------------------------------------------

|(6) | These licenses are held by ArmenTel.
|--- | ------------------------------------

|(7) | These licenses are held by Tacom.
|--- | ---------------------------------

|(8) | This license is held by S-Line.
|--- | -------------------------------

For more
information on the risks related to access to local and long distance services, please see the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessOur
ability to provide telecommunications services would be severely hampered if our access to local and long distance line capacity was limited or if the commercial terms of our interconnect agreements were significantly altered. For more
information on licensing regulations and other risks related to our licenses in Russia and the CIS, please see the sections of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to
Our Business and Regulation of Telecommunications.

Strategy

Our long-term strategy is set forth below. In light of the current economic situation, however, we are putting more emphasis on short-term
tactical measures to maintain adequate cash flow and preserve liquidity.

Our corporate strategy continues to focus on five
major areas: extracting maximum value from the Russian mobile consumer business, strengthening the corporate business segment, developing the consumer Internet access business, growing our business in the CIS and expanding into new geographical
areas and lines of business. The cornerstones of this strategy are as follows:



| |  |  | Extract maximum value from the Russian mobile consumer business. The core of our business has always been and remains the mobile consumer
business in Russia. Our strategy is to continue revenue growth in Russia by growing ARPUs through voice and data stimulation with stable pricing and to acquire and retain good quality subscribers through a combination of sales and loyalty programs,
with a special focus on closely working with and appropriately incentivizing national and local retailers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Strengthen the corporate business segment. Now that we are an integrated mobile and fixed-line operator, we believe that we have unique
opportunities in the Russian market to serve corporate customers and grow our business in the corporate segment. We are actively pursuing opportunities to cross-sell products based on Golden Telecoms existing relationships in the large
corporate sector and our existing relationships in the small and medium enterprise segment, and opportunities to sell new convergent services, ranging from simple bill consolidation to more advanced services that make the fixed-line and mobile user
experience seamless.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Develop the consumer Internet access business. The consumer Internet access business in Russia is still well behind that in many western
countries in terms of end-user Internet penetration, and we are actively pursuing this growth opportunity by providing a full portfolio of Internet access products, ranging from 3G mobile access to FTTB.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Grow our business in the CIS. With our acquisitions of mobile telecommunications companies in the CIS, we believe that we are well positioned to
become a leading international mobile telecommunications services provider by:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Focusing on active subscriber base growth. Most of the markets where we operate in the CIS have not yet reached maturity, and therefore we are
continuously working to grow our active subscriber base.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Replicating our unified business platform developed in Russia. In 2008, we continued to successfully roll out the core elements of our unified
business and technology platform to our acquired companies in the CIS. We believe that implementing our unified business model throughout the CIS will enable us to build a sophisticated network infrastructure, increase network standardization and
achieve greater economies of scale in the areas of sales and marketing, customer service, information technology, billing and human resources.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Leveraging service portfolio implemented in Russia. We have built up considerable knowledge of products, services and marketing initiatives that
are effective in developing markets, and we continue to use this knowledge in our operations in the CIS.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Capture attractive opportunities to expand into new business areas. Until the current economic situation improves, we do not foresee any major
acquisitions, and we will mainly focus on developing the new businesses that we have acquired, specifically in Vietnam and Cambodia. Both markets have high growth potential, and we are keen to capture these growth opportunities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We are also strongly focusing on increasing overall efficiency of our operations.

Competitive Strengths

We
believe that we are well positioned to capitalize on opportunities in the Russian and CIS mobile, fixed-line and broadband telecommunications markets. We seek to differentiate ourselves from our competitors by providing innovative products,
high-quality mobile, fixed-line and broadband telecommunications service packages, specialized customer care and a set of recognized brand names.



| |  |  | Recognized brand name. We market our mobile services under our Beeline brand name in seven countries (Russia, Kazakhstan, Ukraine,
Uzbekistan, Armenia, Tajikistan and Georgia) and plan to launch it in Cambodia and Vietnam in 2009. We established our Beeline brand in Russia in 1993 and launched the Beeline brand name in Kazakhstan in 2005, in Ukraine,
Uzbekistan and Tajikistan in 2006, in Georgia in 2007 and in Armenia in 2008. Primarily as a result of our innovative marketing and brand licensing efforts, our Beeline brand name is among the most recognized brand names in Russia. For
the past four years, our Beeline brand name has been named the most valuable brand in Russia by Interbrand Group. In the end of 2008 we re-launched the Beeline brand for the Business and Corporate services sector in Russia
and Ukraine. We strengthened our brand position in the Business and Corporate services sector by providing special product and services offerings, including all products and services provided to corporate clients by Golden Telecom and Corbina
Telecom. We plan to implement the same changes in Uzbekistan and Kazakhstan in 2009.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



43



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| |  |  | Product and service innovation. In our mobile business, our contract services packages offer features targeted at large corporate and high value
subscribers. We offer our business clients a wide range of GPRS-based services (including mobile e-mail, mobile office and corporate GPRS access). We continue to seek out new products and services to provide our subscribers with faster access and
easier usage to be competitive in the markets in which we operate. We also continue to develop services oriented towards our prepaid consumer segment, such as allowing customers to stay connected while temporarily accruing a negative account balance
and other call completion services. We offer different tariffs and solutions to all market segments and types of companies. We began launching 3G services in several markets in Russia in the second half of 2008 and rolling out 3G technology as
frequencies are cleared and network construction in each region is completed. We also offer USB modems (for GPRS and 3G use) to all customer segments and have captured a significant market share in this rapidly growing business.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Convergence. Following our acquisition of Golden Telecom, we now offer a broad portfolio of competitive services in both the fixed-line
corporate data market and the residential broadband Internet market that are designed to match the needs of our customers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Blackberry. We are authorized by Research in Motion and the Russian regulatory authorities to sell and provide secured corporate mail services
through Blackberry handsets. This approval allows us to compete for enterprise customers that have historically been associated with our primary competitor in the business segment by providing business customers with a second mobile device.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Specialized customer care. We provide specialized customer service to our different subscriber segments. We believe that in our core business
areas, VimpelCom has achieved best practices in the accessibility of its call centers. We believe that our ability to provide specialized customer service has helped us maintain a high level of subscriber satisfaction with our products and services
and control churn. We also believe that Golden Telecom has provided particularly strong customer service to its corporate subscribers. We have learned lessons and applied best practices across both sides of our customer care and now offer customers
a common approach to customer care via a single interface.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Broad distribution network. We have one of the largest distribution networks for mobile services in Russia with approximately 2,500 independent
dealers. In addition, we have approximately 3,500 branded kiosks (branded stands) and 5,500 non-specialized independent retail outlets where Beeline contracts may be purchased. In total, we have more than 35,000 points of sale in Russia. We also
have approximately 115,000 locations in Russian where prepaid scratch cards are sold and 239,000 points where cash is collected. We are also rapidly expanding our distribution in the CIS and already have approximately 34,500 points of sales
throughout the CIS countries. In October 2008, we acquired 49.9% of Euroset with put and call arrangements for 25.0% of additional shares exercisable in three years. Euroset operates approximately 5,100 outlets in Russia, Ukraine, Belarus, Moldova,
Kazakhstan, Kyrghyzstan and Armenia, and we believe this acquisition will allow us to significantly enhance our distribution capabilities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Unified, sophisticated mobile network. We are able to provide uniform mobile products and services that we develop and launch on a national
rather than local basis due to our centralized IT platform which operates throughout our unified mobile network system covering our license areas in Russia and the CIS. We believe that our level of centralization and standardization is unique in the
license areas where we operate and that this gives us a competitive advantage and efficiency in developing and rolling out new services. We build our mobile networks with advanced technology from the worlds leading mobile telecommunications
equipment suppliers, such as Alcatel-Lucent, Ericsson, Nokia, Nokia-Siemens Networks (NSN), Motorola and Huawei in order to provide our subscribers with high-quality, dependable networks capable of offering enhanced value added services
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | and features. We launched our 3G network in 2008 and plan to follow the same principles of centralization that we have applied to our 2G network and building on a philosophy of a convergent 2G/3G
core.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Extensive fixed infrastructure. Through the combination of VimpelComs and Golden Telecoms fixed assets, including both long distance
fiber lines and city rings, we have what we believe is one of the best high-speed fixed asset bases in Russia, which enables us to efficiently carry our own traffic and to offer data communications capacity on a wholesale basis. In addition, we
expect the increased network capacity will allow us to deliver a broader range of products at a higher speed.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Competition

Mobile Services

As of December 31, 2008, our company provided mobile telecommunications services in Russia, Kazakhstan, Uzbekistan, Ukraine, Armenia, Tajikistan and Georgia. The following table provides a breakdown
of our total number of mobile subscribers and the estimated mobile penetration rates in each of our geographic areas of operation for each of the last three financial years.



|                                  |  |                          |   |  |            |   |  |            |  
|--------------------------------- |  | ------------------------ | - |  | ---------- | - |  | ---------- | -
|                                  |  | Years Ended December 31, |  
|                                  |  | 2008                     |   |  | 2007       |   |  | 2006       |  
|End of period mobile subscribers: |  |                          |   |  |            |   |  |            |  
|Russia                            |  | 47,676,844               |   |  | 42,221,252 |   |  | 39,782,690 |  
|Kazakhstan                        |  | 6,269,927                |   |  | 4,603,300  |   |  | 3,052,878  |  
|Uzbekistan                        |  | 3,636,243                |   |  | 2,119,612  |   |  | 700,470    |  
|Ukraine                           |  | 2,052,493                |   |  | 1,941,251  |   |  | 1,523,682  |  
|Armenia                           |  | 544,271                  |   |  | 442,484    |   |  | 415,965    |  
|Tajikistan                        |  | 624,624                  |   |  | 339,393    |   |  | 72,028     |  
|Georgia                           |  | 225,055                  |   |  | 72,655     |   |  |           |  
|Total                             |  | 61,029,457               |   |  | 51,739,947 |   |  | 45,547,713 |  
|Mobile penetration rate:*         |  |                          |   |  |            |   |  |            |  
|Russia                            |  | 132.3                    | % |  | 121.7      | % |  | 104.6      | %
|Kazakhstan                        |  | 92.7                     | % |  | 81.5       | % |  | 51.7       | %
|Uzbekistan                        |  | 45.3                     | % |  | 21.9       | % |  | 10.4       | %
|Ukraine                           |  | 120.8                    | % |  | 120.4      | % |  | 103.4      | %
|Armenia                           |  | 79.3                     | % |  | 57.8       | % |  | 37.0       | %
|Tajikistan                        |  | 47.5                     | % |  | 29.5       | % |  | 11.9       | %
|Georgia                           |  | 83.5                     | % |  | 59.8       | % |  |           |  



|* | See Notes (1)-(3) of the selected industry operating data table in the section of this Annual Report on Form 20-F/A entitled Item 3Key
InformationA. Selected Financial DataSelected Operating Data.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Russian mobile telecommunications market

The Russian mobile telecommunications industry has grown rapidly over the past decade as a result of increased demand by
individuals and newly created private businesses. Increased demand for mobile telecommunications services is largely due to the expansion of the Russian economy and a corresponding increase in disposable income; declining tariffs and the costs of
handsets and accessories, which have made mobile telecommunications services more affordable to the mass market subscriber segment; advertising, marketing and distribution activities, which have lead to increased public awareness of, and access to,
the mobile telecommunications market and improved service quality and coverage.

The table below indicates the estimated
number of registered subscribers, mobile penetration rates and annual subscriber growth rates in Russia.



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|       |  |                |  |                    |   |  |                        |  
|------ |  | -------------- |  | ------------------ | - |  | ---------------------- | -
|Period |  | Subscribers(1) |  | PenetrationRate(2) |   |  | AnnualSubscriberGrowth |  
|2008   |  | 187,830,000    |  | 132.3              | % |  | 8.7                    | %
|2007   |  | 172,870,000    |  | 121.7              | % |  | 13.8                   | %
|2006   |  | 151,920,000    |  | 104.6              | % |  | 20.8                   | %
|2005   |  | 125,760,000    |  | 86.6               | % |  | 69.1                   | %
|2004   |  | 74,350,000     |  | 51.2               | % |  | 105.2                  | %



|(1) | Estimates by AC&M Consulting.
|--- | -----------------------------

|(2) | Penetration rates are calculated by dividing the total estimated number of mobile subscribers by the total estimated population in Russia published by the Interstate
Statistical Committee of the CIS for 2008 and 2007 and by Goskomstat for 2006, 2005 and 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Russian
mobile telecommunications market is highly concentrated. Industry analysts estimate that the top three mobile operators, MTS, our company and MegaFon, collectively held almost 82.8% of the mobile market in Russia as of December 31, 2008.
Competition for subscribers in Russia is intense and we expect competition to increase in the future as a result of greater market penetration, consolidation in the industry, the growth of current operators and new technologies, products and
services. As a result of increased competition, mobile providers are utilizing new marketing efforts to retain existing subscribers and attract new ones, including aggressive price promotions.

We compete with at least one other mobile operator in each of our license areas and in many license areas, we compete with two or more
mobile operators. Competition is based primarily on local tariff prices, network coverage, quality of service, the level of customer service provided, brand identity and the range of value-added and other subscriber services offered.

The following table shows our and our primary mobile competitors respective registered subscriber market shares in Russia as of
December 31, 2008:



|                |  |                      |  |                     |   |  |                      |   |  |                       |  
|--------------- |  | -------------------- |  | ------------------- | - |  | -------------------- | - |  | --------------------- | -
|                |  | Subscribersin Russia |  | NationalMarketShare |   |  | MarketShare inMoscow |   |  | MarketShare inRegions |  
|MTS             |  | 64,628,254           |  | 34.4                | % |  | 47.4                 | % |  | 31.9                  | %
|VimpelCom       |  | 47,676,844           |  | 25.4                | % |  | 30.6                 | % |  | 24.7                  | %
|MegaFon         |  | 43,289,127           |  | 23.0                | % |  | 20.6                 | % |  | 22.8                  | %
|Tele2           |  | 10,440,000           |  | 5.6                 | % |  | n/a                  |   |  | n/a                   |  
|Uralsvyazinform |  | 5,660,000            |  | 3.0                 | % |  | n/a                  |   |  | n/a                   |  
|SMARTS          |  | 3,500,305            |  | 1.9                 | % |  | n/a                  |   |  | n/a                   |  



Source: AC&M Consulting.

MTS. One of our primary competitors in Russia is MTS. According to AC&M Consulting, as of December 31, 2008, MTS had approximately 64.6 million subscribers in Russia, representing a market share of approximately 34.4%.
MTS is the largest GSM mobile operator in Russia in terms of the number of subscribers and has a greater share of the high value subscriber market and greater frequency allocations than we do, which provides MTS with a potential advantage in the
quality of its GSM-900 service. MTS reports that it holds licenses to operate mobile networks in almost all of the regions in Russia.

MegaFon. In addition to MTS, we also compete with MegaFon, the third largest mobile operator in Russia in terms of the number of subscribers. According to AC&M Consulting, as of December 31, 2008, MegaFon had approximately
43.3 million subscribers, representing a market share of approximately 23.0%. MegaFon holds GSM-900/ 1800 licenses to operate in all regions of Russia. In 2003, Alfa Group acquired CT Mobile, which owns approximately 25.1% of MegaFons
common stock. For more information on Alfa Groups ownership interest in MegaFon, please see the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our
BusinessOur competitors may receive preferential treatment from the regulatory authorities and benefit from the resources of their shareholders, potentially giving them a substantial competitive advantage over us.

Tele2. Tele2 has been operating in Russia since 2003 and is now considered to be a significant player in the Russian
telecommunications market. According to AC&M Consulting, as of December 31, 2008, Tele2 had approximately 10.4 million subscribers, representing a market share of approximately 5.6%. It currently



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provides GSM mobile services in 17 regions of Russia, including St. Petersburg and Leningrad region, as well as Archangelsk, Murmansk, Novgorod region, Republic of Komi, Smolensk, Kursk,
Voronezh, Belgorod, Lipetsk, Nizhny Novgorod, Rostov region, Krasnodar Territory and Republic of Adygei, Udmurtia Republic, Chelyabinsk, Omsk and Kemerovo regions.

Other competitors in Russia. In addition to MTS and MegaFon, which operate in all of the regions where we operate, and Tele2, we compete with a number of local telecommunications companies. For
example, we compete with Closed Joint Stock Company Middle Volga Interregional Association of Radio and Telecommunication Systems, or SMARTS, a company that holds licenses, either directly or indirectly through joint ventures, for
GSM-900 or1800 networks in the Volga license area, certain parts of the Central and Central Black Earth license area, the Ural license area and the North Caucasus license area. We also compete with Uralsvyazinform in the Ural super-region.

The Kazakh mobile telecommunications market

According to our estimates, there were approximately 14.4 million subscribers in Kazakhstan as of December 31, 2008, representing a penetration rate of approximately 92.7%.

The following table shows our and our primary mobile competitors respective registered subscriber market shares in Kazakhstan as of
December 31, 2008:



|                          |  |             |  |                     |  
|------------------------- |  | ----------- |  | ------------------- | -
|Operator                  |  | Subscribers |  | NationalMarketShare |  
|GSM Kazakhstan(1)         |  | 7,083,000   |  | 49.1                | %
|KaR-Tel(1)                |  | 6,269,927   |  | 43.4                | %
|Mobile Telecom Service(2) |  | 770,000     |  | 5.2                 | %
|Altel(2)                  |  | 752,000     |  | 5.0                 | %



|        |  |                                                  
|------- |  | -------------------------------------------------
|Source: |  | (1)    AC&M Consulting. (2)    Company estimates.

GSM Kazakhstan LLP. Currently, KaR-Tels only major GSM competitor in Kazakhstan is GSM Kazakhstan, which markets its services
under the K-Cell and Activ brand names. According to AC&M Consulting, as of December 31, 2008, GSM Kazakhstan had approximately 7.1 million subscribers, representing a market share of approximately 49.1%. GSM
Kazakhstan is 49.0% owned by JSC Kazakhtelecom, the national telecommunications provider in Kazakhstan, and 51.0% owned by Fintur Holdings BV. Fintur Holdings is 58.6% owned by TeliaSonera and 41.5% owned by Turkcell (TeliaSonera has a 37.3%
ownership interest in Turkcell).

Other competitors in Kazakhstan. KaR-Tel also competes in Kazakhstan with JSC AlTel
(owned 100% by Kazakhtelecom and operating under the Dalacom and PATHWORD brand names) and Mobile Telecom Services LLP (operating under the NEO brand name and 51.0% owned by Kazakhtelecom). Altel is the oldest
mobile services provider in Kazakhstan. Altel operates a CDMA 2000-1x network, a digital network launched by Altel in 2003 in order to compete with KaR-Tel and GSM Kazakhstan LLP, which had each been issued GSM licenses in Kazakhstan at that time.
Mobile Telecom Service launched commercial GSM operations in 2007.

The Uzbek mobile telecommunications market

According to AC&M Consulting, as of December 31, 2008, there were approximately 12.3 million subscribers in Uzbekistan,
representing a penetration rate of approximately 45.3%.

The following table shows our and our primary mobile
competitors respective registered subscriber market shares in Uzbekistan as of December 31, 2008:



|                    |  |             |  |                     |  
|------------------- |  | ----------- |  | ------------------- | -
|Operator            |  | Subscribers |  | NationalMarketShare |  
|MTS-Uzbekistan(1)   |  | 5,646,855   |  | 46.0                | %
|Unitel(1)           |  | 3,636,243   |  | 29.6                | %
|COSCOM(1)           |  | 2,683,000   |  | 21.9                | %
|Perfectum Mobile(2) |  | 251,641     |  | 2.0                 | %
|UzbekMobile(2)      |  | 23,158      |  | 0.2                 | %



|        |  |                                                  
|------- |  | -------------------------------------------------
|Source: |  | (1)    AC&M Consulting. (2)    Company estimates.



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MTS-Uzbekistan. According to AC&M Consulting, as of December 31, 2008,
MTS-Uzbekistan had approximately 5.6 million subscribers, representing a market share of approximately 46.0%. MTS-Uzbekistan is 100.0% owned by MTS and operates a TDMA and GSM-900/1800 network.

COSCOM. According to AC&M Consulting, as of December 31, 2008, COSCOM had approximately 2.7 million subscribers,
representing a market share of approximately 21.9%. COSCOM is 74.0% owned by TeliaSonera and 26.0% owned by a local Uzbek company. It operates a GSM-900 network.

Other competitors in Uzbekistan. Unitel also competes with smaller operators Perfectum Mobile and UzbekMobile.

The Ukrainian mobile telecommunications market

According to AC&M
Consulting, there were approximately 55.8 million subscribers in Ukraine as of December 31, 2008, representing a penetration rate of approximately 120.8%. There are currently four mobile operators with national coverage in Ukraine: JSC
Kyivstar, JSC Ukrainian Mobile Communications, or UMC, LLC Astelit and URS.

The following table shows our and our
primary mobile competitors respective registered subscriber market shares in Ukraine as of December 31, 2008:



|         |  |             |  |                     |  
|-------- |  | ----------- |  | ------------------- | -
|Operator |  | Subscribers |  | NationalMarketShare |  
|Kyivstar |  | 23,530,000  |  | 42.4                | %
|UMC      |  | 18,115,213  |  | 32.5                | %
|Astelit  |  | 11,230,000  |  | 20.1                | %
|URS      |  | 2,052,493   |  | 3.6                 | %



Source: AC&M Consulting.

Kyivstar and UMC. In Ukraine, URS competes primarily with Kyivstar and UMC, which, according to AC&M Consulting, had approximately 23.5 million subscribers (representing a market share of approximately 42.4%) and
18.1 million subscribers (representing a market share of approximately 32.5%), respectively, as of December 31, 2008. UMC, which is 100% owned by MTS, was the first mobile operator in Ukraine and operates a GSM-900/1800 network in Ukraine.
UMC also received a CDMA-450 license in 2006. Kyivstar reportedly operates a dual-band GSM-900/1800 network covering more than 96.0% of Ukraines population. Kyivstar is 56.5% owned by Telenor Mobile Communications AS, an affiliate of Telenor
East Invest AS and a member of the Telenor ASA group of companies, and 43.5% by Storm LLC, a member of the Alfa Group of companies.

Other competitors in Ukraine. URS also competes with Astelit, which operates throughout Ukraine and has approximately 11.2 million subscribers. Ukrtelecom, the incumbent telecommunications operator in Ukraine, was awarded the
countrys only 3G license in 2005 and launched 3G service under the Utel brand in November 2007.

The Armenian mobile
telecommunications market

According to AC&M Consulting, as of December 31, 2008, there were approximately
2.6 million subscribers in Armenia, representing a penetration rate of approximately 79.3%. There are currently two mobile operators with national coverage in Armenia: VivaCell and ArmenTel. The third mobile operator, France Telecom, was
granted a GSM-900/1800 network license in October 2008.



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The following table shows our and our primary mobile competitors respective registered
subscriber market shares in Armenia as of December 31, 2008:



|         |  |             |  |                     |  
|-------- |  | ----------- |  | ------------------- | -
|Operator |  | Subscribers |  | NationalMarketShare |  
|VivaCell |  | 2,017,009   |  | 78.8                | %
|ArmenTel |  | 544,271     |  | 21.2                | %



Source: AC&M Consulting.

VivaCell. According to AC&M Consulting, as of December 31, 2008, VivaCell had approximately 2.0 million subscribers, representing a market share of 78.8%. VivaCell, which is 80.0% owned by MTS and 20.0% owned by
K-Telecom, was the second mobile operator to enter the telecommunications market in Armenia and operates a GSM-900/1800 and 3G networks.

The Tajik mobile telecommunications market

According to AC&M Consulting, as of December 31, 2008,
there were approximately 3.4 million subscribers in Tajikistan, representing a penetration rate of approximately 47.5%.

The following table shows our and our primary mobile competitors respective registered subscriber market shares in Tajikistan as of December 31, 2008:



|                  |  |             |  |                     |  
|----------------- |  | ----------- |  | ------------------- | -
|Operator          |  | Subscribers |  | NationalMarketShare |  
|Babilon Mobile(2) |  | 991,000     |  | 28.9                | %
|Indigo(2)         |  | 1,154,000   |  | 33.7                | %
|Tacom(1)          |  | 624,624     |  | 18.2                | %
|TT-Mobile(1)      |  | 268,540     |  | 7.8                 | %
|TK Mobile(2)      |  | 330,364     |  | 12.5                | %



|        |  |                                                  
|------- |  | -------------------------------------------------
|Source: |  | (1)    AC&M Consulting. (2)    Company estimates.

Babilon Mobile. According to our estimates, as of December 31, 2008, Babilon Mobile had approximately 1.0 million
subscribers, representing a market share of approximately 28.9%. Babilon has a national GSM-900/1800 license and a 3G license.

Indigo. According to our estimates, as of December 31, 2008, Indigo had approximately 1.1 million subscribers, representing a market share of approximately 33.7%. Indigo consists of two companies:
Indigo-Tajikistan and Somoncom both of which hold GSM-900/1800 and 3G licenses. TeliaSonera owns 59.4% of Somoncom and 60.0% of Indigo Tajikistan.

Other competitors in Tajikistan. Tacom also competes with TT-Mobile, which holds GMS-900/1800 and 3G licenses, and TK Mobile, which holds a CDMA-2000 1X license.

The Georgian mobile telecommunications market

According to AC&M Consulting, as of December 31, 2008, there were approximately 3.8 million subscribers in Georgia, representing a penetration rate of approximately 83.5%.

The following table shows our and our primary mobile competitors respective registered subscriber market shares in Georgia as of
December 31, 2008:



|         |  |             |  |                     |  
|-------- |  | ----------- |  | ------------------- | -
|Operator |  | Subscribers |  | NationalMarketShare |  
|Magticom |  | 1,950,000   |  | 51.9                | %
|Geocell  |  | 1,582,000   |  | 42.1                | %
|Mobitel  |  | 225,055     |  | 6.0                 | %



Source: AC&M Consulting.



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Magticom. According to AC&M Consulting, as of December 31, 2008, Magticom
had approximately 2.0 million subscribers, representing a market share of approximately 51.9%. Magticom markets its services under the Magti and Bali brand names. Magticoms network covers over 97.0% of
Georgias population.

Geocell. According to AC&M Consulting, as of December 31, 2008, Geocell LLC had
approximately 1.6 million subscribers, representing a market share of approximately 42.1%. Geocell holds a UMTS 3G license and 97.5% is owned by Fintur Holdings.

Fixed-line Services

Business and Corporate Services (BCS)

Russia. We market our products and services to corporate clients under our Beeline Business brand, which we launched in
September 2008. The Beeline Business brand competes principally on the basis of installation time, network quality, geographical network reach, customer service, range of services offered and price. Our market share in the business and corporate
services market is approximately 9.0%. We face significant competition from other service providers, including, based on Json & Partners market share estimates:



| |  |  | Regional subsidiaries of incumbent Svyazinvest (including Rostelecom), a holding group with a majority government ownership, for services in St.
Petersburg and Russian regional cities (with a collective country-wide market share of approximately 36.0%);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Comstar-UTS, a subsidiary of Sistema Telecom and affiliate of MTS, for services to corporate customers and the small and medium enterprise, or SME,
market in Moscow (with a country-wide market share of approximately 9.0%);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | TransTelecom, owned by the Russian Railways, for corporate data networking services across Russia (with a country-wide market share of approximately
4.0%); and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | More than 180 other small operators in the regions.
| | - |  | ---------------------------------------------------

Ukraine.In the voice services market to business customers in Kyiv, we compete with Ukrtelecom, the System Capital Management groups multiregional alternative operators and a number of other
small operators.

The provision of Internet and data services is not licensed in Ukraine. As a result, there is a high
level of competition, with approximately 400 Internet service providers, or ISPs, in Ukraine. Our main competitors in the corporate market for data are Ukrtelecom and Datagroup.

In the fast growing residential broadband Internet market, our company faces competition from Ukrtelecom and from Volya-Cable in Kyiv.

Carrier and Operator Services

Russia.For voice services, VimpelComs main competitors are long distance carriers Rostelecom, TransTelecom and MTT. For data networking services, its main competitors are Orange and
TransTelecom, and for IP transit services, its main domestic competitors are TransTelecom and Rostelecom. An international carrier, TeliaSonera, also actively sells global IP transit services in Russia.

For voice services, main competitors of VimpelCom are long distance carriers Rostelecom, TransTelecom and MTT. For data networking services,
its main competitors are Orange and TransTelecom, and for IP transit services, its main domestic competitors are TransTelecom and Rostelecom. An international carrier TeliaSonera also actively sells global IP transit services in Russia.

Ukraine. In Ukraine, carrier and operator services market competitors include Ukrtelecom, Kyivstar, Ucomline (Farlep-Optima),
Velton and Datagroup.

Consumer Internet Services

We provide our consumer internet services in Russia and CIS. The consumer Internet access business in Russia grew rapidly over 2008 as a
result of increased demand by individuals. Increased demand for Internet access services is largely due to declining costs and tariffs, which have made services more affordable to the mass market subscriber segment. Our marketing and distribution
activities have also lead to increased public awareness about services.



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The consumer Internet access business in Russia is still well behind that in many western
countries in terms of end-user Internet penetration, which stood at approximately 28.0% in Russia as of December 31, 2008 according to Json & Partners. Internet penetration growth is limited by PC penetration in Russia which
stood at 43.0% as of December 31, 2008 (according to Json & Partners) and by the sizeable number of cities with low-rise buildings.

The basic technologies of Internet access in Russia include: fixed broadband Internet access (comprising ADSL (58.0%), Ethernet (22.0%), Docsis (7.0%), and other regional home networks (9.0%)); wireless
broadband Internet access (including WiFi, WiMax, 3G, CDMA); and dial-Up.

According to Json & Partners, fixed
broadband Internet access comprised approximately 70.0% of connections in Russia as of December 31, 2008. The percentage of fixed broadband Internet access subscribers has increased, particularly in Moscow (where the percentage grew to 64.0% as
of December 31, 2008 (according to Json & Partners)) and other major cities. Competition for subscribers is intense and we expect competition to increase in the future as a result of greater market penetration, consolidation in
the industry, the growth of current operators and new technologies, products and services. As a result of increased competition, internet providers are utilizing new marketing efforts, including aggressive price promotions, to retain existing
subscribers and attract new ones.

Our main competitors in the fixed broadband market are Svyazinvest Group, Comstar UTS,
Acado and various local home network providers. Competition is based primarily on network coverage, local tariff prices, quality of services, the level of customer service provided, brand identity and the range of value-added and other subscriber
services offered.

VimpelCom has the largest market share of the WiFi market in Moscow due to Golden Telecom acquisition
according to Json & Partners. The remaining market share is divided between Comstar, Tascom, Yandex WiFi and other small operators.

The number of our Dial-Up subscribers has decreased in the Russian regions and more drastically, in Moscow.

The basic technologies of Internet access in CIS include: fixed broadband Internet access (comprising ADSL and Ethernet); wireless broadband Internet access (including 3G, CDMA, WiFi); and Dial-Up.

During 2008, we have significantly increased number of broadband subscribers in the CIS (especially in Ukraine and Armenia).
In 2008 the number of our Dial-Up subscribers slightly increased in Armenia and decreased in Ukraine.



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##### Table of Contents

Description of our Mobile Telecommunications Business

Services

We generally offer
the following mobile telecommunications services to our subscribers:



| |  |  | voice telephony services;
| | - |  | -------------------------



| |  |  | value-added and call completion services;
| | - |  | -----------------------------------------



| |  |  | access to both national and international roaming services; and
| | - |  | ---------------------------------------------------------------



| |  |  | other services.
| | - |  | ---------------

Voice
telephony services

We primarily offer our mobile telecommunications services to our subscribers under two types of payment
plans: contract plans and prepaid plans. As of December 31, 2008, approximately 4.5% of our subscribers in Russia were on contract plans and approximately 95.5% of our subscribers in Russia were on prepaid plans. As of December 31, 2008,
approximately 2.5% of our subscribers in the CIS, excluding Russia, were on contract plans and approximately 97.5% of our subscribers in the CIS, excluding Russia, were on prepaid plans.

Value-added services and call completion services

We provide all of our
customers with a variety of value-added services and call completion services:

Call completion services. Our call
completion services include two groups of services: Possibilities with zero services and Basic voice services, which allow us to increase voice traffic and revenue without causing average price per minute to decrease. Our
call completion services comprised approximately 16% of our total voice revenue as of December 31, 2008.

Value added
services.Our value added services include messaging services and media and content delivery channels.

Our messaging
services include SMS, MMS (which allows subscribers to send pictures, audio and video to mobile phones and to e-mail), voice messaging and mobile instant messaging.

Our media and content delivery channels include Ringbacktone, Chameleon (based on CellBroadcast), IVR content sales numbers, USSD-menu (self-care and entertainment portal), STK-menu, WAP-portal (targeted
on surfing, downloads sales and enriched information).



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Roaming

Roaming allows our subscribers and subscribers of other mobile operators, to receive and make international, local and long distance calls while outside of their home network. Our roaming service is
instantaneous, automatic and requires no additional equipment.

As of December 31, 2008, VimpelCom had active roaming
agreements with 521 GSM networks in 212 countries in Europe, Asia, North America, South America, Australia and Africa. In addition, as of December 31, 2008, VimpelCom provided GPRS roaming with 341 networks in 153 countries, including all major
European countries and the United States. As of December 31, 2008, VimpelCom also had domestic roaming agreements with 12 regional GSM providers in Russia, which provide roaming for our subscribers in more than 220 cities across Russia,
including small towns and settlements and the seven Far East regions where VimpelCom does not have GSM licenses. Under these roaming agreements, VimpelCom provides roaming services to subscribers of the regional operators, and the regional operators
provide roaming services to VimpelComs subscribers, which helps provide better service coverage and network capacity in several of VimpelComs regional networks. We expect to continue entering into additional roaming agreements around the
world. Generally, each agreement between us and our roaming partners provides that the operator hosting the roaming call sends us a bill for the roaming services used by our subscriber while on the hosts network. We pay the host operator for
the roaming services and then bill the amount due for the provision of roaming services on our subscribers monthly bill.

We also have both international and domestic (TAP file based) roaming services for our prepaid GSM subscribers. In 2003, we became the first Russian mobile company to launch a customized application for mobile network enhanced logic, or
CAMEL, an intranetwork prepaid roaming service. This service allows prepaid subscribers to automatically receive access to roaming services provided they have a positive balance on their accounts. CAMEL service allows us to implement real time cost
control, provide more dynamic service to our clients and reduce bad debts. As of December 31, 2008, we provided CAMEL roaming together with 150 operators in 111 countries.

As of December 31, 2008, KaR-Tel, provided voice roaming on 379 networks in 152 countries, GPRS roaming on 140 networks in 71 countries
and CAMEL roaming on 67 networks in 48 countries. Unitel provided voice roaming on 282 partner networks in 121 countries, GPRS roaming on 56 networks in 42 countries and CAMEL roaming on 46 networks in 33 countries. URS provided voice roaming on 176
partner networks in 111 countries, GPRS roaming on 23 networks in 21 countries and CAMEL roaming on 56 networks in 48 countries. ArmenTel provided voice roaming on 256 partner networks in 132 countries and CAMEL roaming on 53 networks in 36
countries. Tacom provided voice roaming on 31 networks in 21 countries and GPRS roaming on 13 networks in 12 countries, and on March 20, 2008, we launched a technical solution that allows Tacom subscribers to roam on 413 networks worldwide.
Mobitel provided roaming on 25 partner networks in 17 countries, GPRS roaming on 9 networks in 7 countries and CAMEL roaming on 13 networks in 10 countries.

USB-modem

We provide our prepaid customers with wireless Internet access
through GPRS/EDGE and HSDPA networks. We offer special wireless Plug&Play  USB modems, which provide our customers with a convenient tool for Internet access. In addition to providing internet access, the USB modems have other
functionalities such as balance top-up, tariff changing and easy management of other services in USB-modem interface. The service was commercially launched in September 2008. We currently offer Internet access through USB modems in every region of
Russia and in more than 40 cities our subscribers can benefit from 3G speeds.

Seasonality

Our mobile telecommunications business is subject to certain seasonal effects. Specifically, sales of our contract and prepaid tariff plans
tend to increase during the December holiday season, and then decrease in January and February. Our marketing efforts during periods of decreasing sales help to offset these seasonal effects. January tends to have higher roaming revenue due to
winter holiday travel by subscribers. As with contract and prepaid tariff plans, sales and minutes of use per subscriber also typically decrease in October and November. Our roaming revenues increase significantly from June to September due to the
fact that many of our subscribers travel on vacation to destinations outside of their home countries. Guest roaming revenue on our networks also grows in this period. During the winter season, roaming revenues are stable, although January shows
growth in all types of roaming revenues due to the winter holidays. Seasonal growth of usage of messaging services in December, January, February and March is caused by holidays period when customers like to congratulate each other with SMS and MMS.



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Our fixed telecommunications business of VimpelCom (Beeline Business) is also
subject to certain seasonal effects. Among the influencing factors are the number of working days during periods and periods of vacations. Due to the large number of public holidays and, consequently, the reduced number of working days, we see
relatively low level of services usage in January, May and November. In addition, a large number of vacation days also have a negative impact on usage in the months of January, May and August.

Seasonal growth of Mobile Internet services usage from September to January is caused by growth of customer activities in this period.

Description of our Fixed-line Telecommunications and our Fixed Internet Business

Following our acquisition of Golden Telecom in February 2008 and Corbina Telecom in June 2008, we offer voice, data and Internet services to
corporations, operators and consumers using metropolitan overlay network in major cities throughout Russia, Ukraine, Kazakhstan and Uzbekistan via intercity fiber optic and satellite-based networks, including approximately 295 combined access points
in Russia and other countries of the CIS.

In the new integrated structure fixed-line telecommunications and fixed Internet
business is organized into three business segments:



| |  |  | Business and corporate services;
| | - |  | --------------------------------



| |  |  | Carrier and operator services; and
| | - |  | ----------------------------------



| |  |  | Consumer Internet services.
| | - |  | ---------------------------

Business and Corporate Services (BCS)

BCS in Russia

Our company is an integrated provider of a large range of telecommunication services available on the Russian market, such as network access
and hardware and software solutions, including configuration and maintenance. It operates a number of competitive local exchange carriers, or CLECs, that own and operate fully digital overlay networks in a number of major Russian cities. The
majority of our companys services are provided through its wholly-owned Moscow-based subsidiary Sovintel. Our services cover all major population centers in Russia.

Customers and Services

Our major customers range from large multinational
and Russian corporate groups to Russian SMEs and high-end residential buildings in major cities throughout Russia.

Local
Access Services. Our company provides local access services to business customers by connecting the customers premises to its fiber network, which interconnects to the local public switched telephone network, or PSTN, in major metropolitan
areas in Russia.

International and Domestic Long Distance Services. Our company provides international long distance,
or ILD, services to its customers via its Federal Transit Network, or FTN, which covers the entire territory of Russia and also includes four international communications transit nodes across Russia.

Our company provides domestic long distance, or DLD, services primarily through its FTN, proprietary and leased capacity between major
Russian cities and through interconnection with zonal networks and incumbent networks. It also offers very small aperture terminal, or VSAT, satellite services to customers located in remote areas.

Dedicated Internet and Data Services. Our company provides its business customers with dedicated access to the Internet through its
access and backbone networks. It also offers traditional and high-speed data communications services to business customers who require wide area networks, or WANs, to link geographically dispersed computer networks. Our company also provides private
line channels that can be used for both voice and data applications. The company offers IP VPN service (based on MPLS), which is one of the most popular data services on the corporate market.



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Value-Added Services. Our company offers an increasing range of value-added services
such as co-location, audio conference, SLA and 800 numbers. It offers a variety of financial information services including access to S.W.I.F.T., Reuters, Bloomberg and all Russian stock exchanges. Our company has one of the biggest call centers in
Russia that provides services for business clients.

Fixed mobile convergence. Based on our fixed and mobile networks,
our company offers fixed-to-mobile convergence services to corporate clients providing use of their mobile phone as an extension of their private branch exchange, or PBX. Our company also provides access to corporate IP-networks from a mobile phone
via GPRS/EDGE.

Equipment Sales. Our company offers and sells equipment manufactured by Nortel Networks, Cisco Systems,
Alcatel-Lucent, Avaya, Panasonic, Nokia, Motorola, Apple, Blackberry and other manufacturers. As part of its turnkey approach, the Company also offers custom solutions and services for the life cycle of the equipment, including its design,
configuration, installation, consulting and maintenance.

BCS in Ukraine

Our company has constructed and owns a 15,500 kilometer fiber optic network, including 800 kilometers in Kyiv, which is interconnected to the
local PSTN in Kyiv, to other major metropolitan areas in Ukraine and to our gateway. Our company provides data and Internet access services in 35 metropolitan cities in Ukraine using leased terrestrial capacity from Ukrtelecom, the Ukrainian
incumbent operator, and from some alternative providers.

Our company also offers various combinations of local access, VoIP
and broadband and dial-up Internet services to customers in Kyiv, Odessa, Dnipropetrovsk, Lviv, Zaporozhe, Kharkov, Donetsk and Ivano-Frankovsk. Our company also provides fixed-line local access and broadband Internet services to residential
customers in Kyiv.

Local Access Services. Our company provides local access services to corporate customers by
connecting their premises to our fiber optic network, which interconnects to the local PSTN in 12 major Ukrainian cities.

International and Domestic Long Distance Services. Our company provides outgoing international voice services to business customers through its international gateway and direct interconnections with major international carriers using
least-cost routing. DLD services are primarily provided through our own intercity transmission network, leased capacity and through interconnection with Ukrtelecoms network. Our company also holds an international license for Ukraine that
enables it to provide international telecommunications services throughout Ukraine and to lease the transmission channels to third parties.

Dedicated Internet and Data Services. Our company provides a private line service, VPN services, an integrated voice and data ISDN connection, frame relay, broadband digital subscriber line and
dedicated Internet services.

Voice over Data Services. Our company is a leading provider of voice over data services
in Ukraine. Its prepaid cards and VoIP products provide an alternative international calling solution.

Information
Services. Our company provides telecommunications services to financial and banking companies such as S.W.I.F.T. and Western Union, access to processing centers, news services to companies such as Reuters, as well as conduits to airline
reservation systems in Ukraine. Our data center provides server co-location and hosting services for news agencies and financial and entertainment services providers.

Call Center Services. Our company launched its call center services in 2002 and is one of the main market players in providing telemarketing, actualization and hot line services for corporate
clients in Kyiv.

Mass Market Services. Our company offers telephone and Internet broadband access services (through
FTTB or ADSL) for mass market customers, including 100Mbit/s Internet access service.



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FMC Services. In 2008, we decided to put on hold the analysis and design of FMC (IMS)
Ukraine until vendor selection is completed. For more information on our FMC project, please see Fixed-line Telecommunications Equipment and OperationsFMC Project below.

Carrier and Operator Services

With the acquisition of Golden Telecom in February 2008, VimpelCom acquired the historically strong Carrier and Operator services business of Golden Telecom that now forms the core for our integrated
Carrier and Operator services division.

VimpelComs Carrier and Operator services division provides consolidated
management of VimpelComs relationship with other domestic and foreign carriers and operators.

Two main areas of focus
in this line of business are:



| |  |  | generating revenue by provisioning a specific range of telecom services to other mobile and fixed-line operators and ISPs in Russia, the CIS countries
and abroad; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | optimizing costs and ensuring the quality of VimpelComs long distance voice, internet and data services to and from subscribers of other
telecommunications operators and service providers worldwide by means of interconnection agreements.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In an
effort to create a single unified transport network for our mobile and fixed telecommunications services by December 31, 2008, we transferred the majority of VimpelComs international and domestic long distance voice traffic to our own
backbone from other Russian long distance carriers. This allowed us to reduce voice traffic termination cost by using our own backbone for national long-distance and international traffic.

Carrier and Operator Services in Russia

VimpelComs Carrier and Operator Services division in Russia provides a range of carrier and operator services, including voice, Internet and data transmission over our own networks.

Historically, VimpelCom provided high volumes of international and domestic voice calls termination for Russian telecommunications
operators, as well as voice call termination to Russia, CIS and Baltic states for international telecommunications operators. After the demonopolization of the long distance telephony market in Russia in 2006, VimpelCom received a new type of
license for international and national communications services and built a Federal Transit Network of 11 new international and domestic long distance voice switches to meet regulatory requirements for the activation of the new license. By the end of
2008 VimpelComs Federal Transit Network of VimpelCom had expanded, consisting of 8 international and 21 domestic long distance switches. From the beginning of 2007, VimpelCom has improved its status on the international and domestic long
distance markets in Russia by providing services that are competitive with those offered by leading telecommunications providers in Russia.

Regulatory changes in 2006 introduced new models of inter-operator tariffs to the Russian voice traffic transmission market. There are three types of fixed-line voice services operators, Local, Zonal and
Long Distance, which are determined in accordance with licenses held by an operator. According to regulations, every long distance voice call originating from a fixed-line subscriber in Russia and/or terminating with a fixed-line subscriber in
Russia should be transmitted via all three levels of voice network. All calls that originate or terminate with a mobile user must be transmitted on two levels of voice network.

VimpelCom, as a universal carrier and service provider, combines all three levels of licenses and voice networks within Russia. VimpelCom
has a number of its own Zonal networks and has its own Local networks in the most populated regions of Russia.

Our Carrier
and Operator Services division also provides domestic and international IP transit services to ISPs in Russia, CIS and Baltic states. Smaller ISPs can connect to our IP backbone and then use its network to access the Internet. VimpelComs IP
backbone is a native IP/MPLS network with 10 Gb infrastructure and



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more than 100 access points in Russia. Top Russian content providers facilities are located in VimpelCom Data Centers and have internet access via VimpelComs IP backbone. More than 250
Russian ISPs have an IP exchange with our network as IP transit customers. We have global traffic exchange points in London, Frankfurt and Amsterdam. These factors allow VimpelCom to provide ISPs with hi-level bandwidth and connectivity to both
Russian and global internet segments.

Customers and Services

VimpelComs Carrier and Operator services customers include foreign and Russian telecommunications operators and carriers.

Voice Services. For international operators, including traditional incumbents and mobile and VoIP operators, we provide call
termination to fixed and mobile destinations in the Russian, CIS and Baltic states. For CIS operators, we provide call termination to Russian and international fixed and mobile destinations. For Russian operators we provide international, domestic,
zonal and local voice call transmission services

Internet Services. VimpelComs Carrier and Operator Services
division provides IP transit service to Russian, CIS and Baltic states and other operators throughout the world. Russian and CIS operators require global internet connectivity. International operators require connectivity to the Russian Internet
segment. In addition, VimpelComs Carrier and Operator Services division provides co-location services in our Data Centers to content providers.

Data Services. We offer three types of data services: private networks, local access, and domestic and international channels.

VimpelCom has its own local network nodes in the majority of business and trade centers in the largest cities of Russia. Other operators
access those business and trade centers by ordering from VimpelCom local channels that connect to their network nodes.

VimpelCom has interconnection agreements with international global data network operators who provide one-stop shopping for worldwide data network services for multinational companies. Under these agreements VimpelCom provides MPLS based IP
VPN, local, domestic and international private lines, equipment and equipment maintenance for Russia and the CIS.

VimpelCom
also provides high-speed domestic and international channels to international and Russian operators to sell excess backbone network capacity.

Carrier and Operator Services in CIS

VimpelCom Russia is the main carrier
for all VimpelCom group companies in the CIS for voice traffic transmission between countries where VimpelCom operates and for the majority of the VimpelCom groups international long distance traffic termination and IP transit.

Ukraine. During the year 2008, VimpelCom integrated the operations of its Ukrainian mobile and fixed-line subsidiariesURS and
Golden Telecom Ukraine.

The joint carrier and operator services division in Ukraine provides local, international and
intercity long distance voice traffic transmission services to Ukranian fixed-line and mobile operators on the basis of its proprietary DLD/ILD network as well as IP Transit and data transmission services on the basis of our own domestic and
international fiber optic backbone and IP/MPLS data transmission network.

Most of carrier and operator services revenue in
Ukraine we derive from voice call termination services to our own mobile network, and other local and international destinations.

Armenia.ArmenTel is the Armenian incumbent mobile and fixed-line operator. ArmenTel operates a national network and local networks in almost in every city of Armenia. ArmenTel provides domestic and international voice termination,
intercity and local leased channels and IP transit.

Kazakhstan.KaR-Tel has indirect interconnection with
VimpelCom Russia through Limited Liability Partnership TNS-Plus (TNS-Plus), in which KaR-Tel owns an interest. KaR-Tel has interconnection agreements with other mobile operators and with Kazakhtelecom, a national carrier. KaR-Tel also
has interconnection agreements with other fixed-line operators under which KaR-Tel provides traffic termination services in Kazakhstan.



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Uzbekistan.Unitel has an interconnection agreement with Uzbektelecom, the incumbent
fixed and mobile services provider in Uzbekistan, through which all national and international traffic is routed. Uzbektelecom also has an interconnection agreement with VimpelCom Russia and with four mobile providers in Uzbekistan (MTS-Uzbekistan,
East Telecom, Rubicon Wireless Communication and COSCOM).

Tajikistan.Tacom has interconnection agreements with
eight mobile operators, including local and international operators. Under interconnection agreements, Tacom provides voice call termination to its own network. Tacom also has a license to provide international communications in Tajikistan which
allows to interconnect with VimpelCom Russia directly.

Georgia.Mobitel has interconnection agreements with
three local, national and international operators and seven other local and/or national operators. Under these agreements Mobitel provides voice call termination to its own network.

Consumer Internet Services

Our Consumer Internet Services division provides fixed-line telephony, Internet access and home phone services (on a VoIP and copper wire basis) to customers in Russia, Ukraine, Uzbekistan, Armenia and Kazakhstan.

In Russia, we offer fixed-line and wireless Internet access and dial-up services.

Fixed Broadband Internet Access.

According to research by Json & Partners, as of December 31, 2008, broadband penetration in Russia was 19.5%. One of our strategic focuses is broadband services development based on
the most up-to-date engineering solutions. Currently, the VimpelCom group of companies (including VimpelCom, Golden Telecom and Corbina Telecom) is focused on developing local infrastructure in order to bring fixed broadband Internet access services
to major cities in Russia.

Corbina Telecom launched an FTTB project in 2005 and Golden Telecom launched its FTTB project in
2007. Since September 2008, FTTB services have been offered under our Beeline brand. As of December 31, 2008, we had approximately 770,000 subscribers in 47 cities where we offer FTTB services.

For more information on Golden Telecoms FTTB project, please see Fixed-line Telecommunications Equipment and
OperationsFTTB Project below.

Additional FTTB services

FTTB IPTV.In 2008 we announced a new pay television service, based on Microsoft Mediaroom IPTV solution. The service had been
available for Corbina Telecom FTTB subscribers in Moscow as free trial service in 2008. A pay service began on January 15, 2009. As of January 31, 2009, we had approximately 14,000 IPTV subscribers. In May 2009, IPTV services will be offered
under the Beeline brand.

FTTB Voice (on VoIP technology). Under a Triple Play concept (Internet + Voice + TV), we
offer home phone services for mass market subscribers. These services are already available in five regions in Russia and in 2009 we plan to expand to four additional regions, including Moscow and St. Petersburg.

Wireless Broadband Internet Access. On March 1, 2007, Golden Telecom launched commercial operations of its WiFi network offering
prepaid Internet access to the mass market under the Golden WiFi brand. Since September 22, 2008, the service has been provided under Beeline WiFi brand. Beeline WiFi is the worlds largest metropolitan wireless
network and includes the greater part of Moscows city center and many other areas of the city. As of March 2009, our company has installed more than 16,500 WiFi access nodes in Moscow providing indoor and outdoor Internet access covering
approximately 2.0 million apartments. Since December 2007, Golden Telecom has also been providing international WiFi roaming service in 28 countries.

As of December 31, 2008, we had approximately 103,447 WiFi customers in Moscow and St. Petersburg. Its most recognized partners are Domodedovo and Sheremetyevo-2 Airports, McDonalds, Starbucks,
Coffee-House, MEGA and IKEA trade centers.



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xDSL Services. Since 2005, Golden Telecom has developed broadband Internet access on
the basis of xDSL technologies. Currently, more than 60% of connections use ADSL technologies. xDSL-networks are used in 23 major cities in Russia. As of December 31, 2008, our company had approximately 30,000 xDSL subscribers in Russia.

Dial-up Internet Access. Our company continues to offer dial-up Internet services to consumers in Russia. With over 60
locations, our company is the largest ISP in the CIS. It plans to continue providing dial-up Internet services while migrating dial-up Internet customers onto new Internet access products such as FTTB and WiFi.

SIP Telephony (on VoIP technology). Through Corbina Telecom, we offer SIP-Telephony to the mass market. These services are available
for computers, mobile devices and VoIP equipment users. As of December 31, 2008, we had approximately 10,000 subscribers in Moscow.

Traditional Voice (on TDM technology with copper last mile). Since 2005, Golden Telecom has provided home phone services to the mass market using TDM-technology. Golden Telecom provides the same
services as its main competitor, the Svyazinvest Group. As of December 31, 2008, our company had approximately 170,000 subscribers in 21 regions in Russia.

Pay TV (Cable TV) Services. Golden Telecom provides traditional cable TV services in certain cities in Russia. As of December 31, 2008, our company had approximately 80,000 subscribers in
these cities.

In Ukraine, Uzbekistan, Armenia and Kazakhstan, with the exception of Pay TV, we offer the same spectrum of
fixed-line and wireless Internet access and dial-up services. In Armenia, we offer Fixed Broadband Internet Access based on ADSL technology only.

Marketing and Distribution

Mobile Services

Target Subscribers and Tariffs

We offer to both our contract and prepaid
subscribers a variety of tariff plans, each appealing to a specific subscriber segment and designed to fit different calling patterns. Our principal tariff plans are marketed under our Beeline trade name.

Russia

In
Russia, VimpelCom offers its subscribers several national prepaid and contract tariff plans, each offering a different benefit and targeting a certain type of subscriber (such as business users, high-ARPU subscribers, families or young, active
subscribers. VimpelCom also offers a number of local tariff plans. VimpelComs tariff plans in Russia are almost exclusively Russian ruble-based but in limited cases are U.S. dollar linked (based on a fixed exchange rate).

VimpelCom divides its primary target subscribers in Russia into four groups:



| |  |  | Key/National Accounts, in which monthly revenue for mobile and fixed line services exceed US$10,000.0;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Large Accounts, in which monthly revenue for mobile and fixed line services exceed US$2,000.0 or companies having high revenue potential;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | SME in which monthly revenue for mobile and fixed line services is less than US$2,000.0; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | mass market subscribers.
| | - |  | ------------------------

VimpelCom offers special customer services and tariff plans with discounts for Internet services for our Key/National accounts. The revenues from VimpelComs Key/National accounts, including all
multi-regional companies and government institutions, is included in the total revenues for VimpelComs Corporate and Business segment.

As of December 31, 2008, VimpelCom in Russia had a total Key/National, Large Accounts and SME mobile subscriber base of approximately 1.9 million, of which approximately 13.0% comprised
key/national accounts, 59.0% comprised SMEs and approximately 28.0% comprised large account subscribers. VimpelComs corporate segment generated approximately 12.5% of its total revenues in 2008.



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The typical corporate subscriber pays on a contract basis for our fixed and mobile services.
VimpelCom provides its corporate subscribers with a range of additional value-added services, including specialized customer service, tailored pricing arrangements and access to sophisticated technological options, such as individual corporate
wireless networks.

For USB-modems customers, VimpelCom offers special mass market tariffs that were developed for Internet
access purposes with closed voice service. Tariffs differ by subscriber needs. In regions in which we use a 3G network, subscribers benefit from lower tariffs and higher speeds.

Kazakhstan

In Kazakhstan, KaR-Tel offers four tenge-based tariff plans for the consumer market and nine tenge-based tariff plans for its business segment, each targeted at a different type of subscriber.

KaR-Tel divides its primary target subscribers into four large groups:



| |  |  | large account corporate subscribers with more than 150 employees and an average monthly bill of US$4,000.0 or higher;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | SME with an average monthly bill of less than US$4,000.0 and located in a single region;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | national clients with any number of employees, but that are industry leaders with a presence in more than one region of the country; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | mass market subscribers.
| | - |  | ------------------------

Businesses and governmental entities that use mobile services on a contract basis are grouped together as part of KaR-Tels corporate segment.

As of December 31, 2008, KaR-Tel had a total large account corporate and SME subscriber base of approximately 190,000, of which
approximately 73.0% comprised SMEs, approximately 7.0% comprised large account corporate subscribers and the remaining 20.0% comprised national clients KaR-Tels corporate segment generated approximately 7.1% of its total revenues in 2008.

In order to promote further growth of our subscriber base, KaR-Tel is able to offer a number of advanced services to the
corporate and mass market subscribers with high ARPU, while at the same time providing lower priced services for the more cost-sensitive mass market subscribers.

Uzbekistan

In Uzbekistan, Unitel offers five U.S. dollar-based national
prepaid tariff plans, each one offering a different benefit and targeting a certain type of subscriber. Unitel only offers contract tariff plans to its large corporate and SME clients.

Unitel divides its primary target subscribers into three large groups:



| |  |  | large corporate subscribers with more than 25 employees;
| | - |  | --------------------------------------------------------



| |  |  | SME subscribers with 25 or fewer employees and high-income individual subscribers; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | mass market subscribers.
| | - |  | ------------------------

Businesses and governmental entities that use mobile services on a contract basis are grouped together as part of Unitels large corporate segment.

As of December 31, 2008, Unitel had a total corporate subscriber base of approximately 49,445 registered subscribers, out of a
3.8 million total registered subscriber base, compared to approximately 36,673 registered subscribers as of December 31, 2007. Out of 49,445 corporate registered subscribers, approximately 76.6% comprised SME subscribers and approximately
23.4% comprised large corporate subscribers. Unitels corporate segment generated approximately 5.1% of its total revenues in 2008.



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Through its GSM network, Unitel offers a number of advanced services to the corporate and
high-value subscriber, while at the same time providing low-priced services for the more cost-sensitive mass market subscribers.

Ukraine

URS. In Ukraine, URS offers several hryvnia-based prepaid and contract tariff plans, each one targeted
at a different type of subscriber.

URS divides its primary target subscribers into two large groups:



| |  |  | SME subscribers; and
| | - |  | --------------------



| |  |  | mass market subscribers.
| | - |  | ------------------------

URS had approximately 2.1 million subscribers in Ukraine as of December 31, 2008, including approximately 2.0 million prepaid subscribers and 0.04 million contract subscribers,
representing 98.0% and 2.0% of its subscribers, respectively, as compared to 1.9 million active subscribers as of December 31, 2007.

Armenia (mobile)

In Armenia, ArmenTel offers several dram-based prepaid
and contract tariff plans, each one targeted at a different type of subscriber. In 2008, ArmenTel modified its tariff plans for contract subscribers and launched new corporate tariff plans

ArmenTel divides its primary target subscribers into three groups:



| |  |  | large corporate subscribers with 30 or more telephone lines or service charges of US$3,000.0 or more;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | SME subscribers with less than 30 telephone lines or service charges of less than US$3,000.0; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | mass market subscribers.
| | - |  | ------------------------

Businesses and governmental entities that use mobile services on a contract basis are grouped together as part of ArmenTels corporate segment.

As of December 31, 2008, ArmenTel had a total corporate subscriber base of approximately 69,500, of which approximately 58.0% comprised
large corporate subscribers and approximately 42.0% comprised SMEs. ArmenTels corporate segment generated approximately 27.0% of its total revenues in 2008.

Tajikistan

In Tajikistan, Tacom offers several U.S. dollar-based prepaid
and contract tariff plans, each one targeted at a different type of subscriber in the consumer or corporate segments.

Tacom
divides its primary target subscribers into two groups:



| |  |  | mass market subscribers; and
| | - |  | ----------------------------



| |  |  | corporate subscribers.
| | - |  | ----------------------

As of December 31, 2008, Tacom had a total corporate subscriber base of approximately 11,800, which represents approximately 0.2% of Tacoms total subscribers base. Tacoms corporate
segment generated approximately 1.9% of its total revenues in 2008.

Georgia

In Georgia, Mobitel offers four national lari-based prepaid tariff plans, each one targeted at a different type of subscriber. Mobitel does
not offer contract tariff plans.

Mobitel divides its primary target subscribers into two groups:



| |  |  | SME subscribers; and
| | - |  | --------------------



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| |  |  | mass market subscribers.
| | - |  | ------------------------

As of December 31, 2008, Mobitel had a total corporate subscriber base of approximately 2,900 registered subscribers. Mobitel currently does not offer contract-based plans for its corporate customers
and consequently its corporate segment generated approximately 1.5% of its total revenues in 2008.

Advertising

Since the acquisition of Golden Telecom, we have advertised all of our telecommunications services and products under the Beeline
brand name. This includes products and services of Golden Telecom.

We provide promotional information in our consumer invoices
and on our prepaid cards to inform customers of alternative pricing arrangements, dealer locations and new services targeted to specific market segments. We conduct significant advertising campaigns through popular publications, on radio and
television, in outdoor media and on the Internet. We conduct our advertising campaigns in cooperation with our licensees to further increase the exposure of the Beeline brand name. We derive substantial marketing benefits from brand
recognition, both with existing customers traveling outside of our service areas and with potential new customers moving into our license areas. We also work with dealers on joint advertising and to ensure that the integrity and high quality image
of the Beeline brand name is preserved.

For the past four years, our Beeline brand name has been named
the most valuable brand in Russia by Interbrand Group.

We also provide our telecommunications services in Kazakhstan,
Uzbekistan, Ukraine, Armenia, Tajikistan and Georgia under the Beeline brand name. In 2009 we will prepare to operate our mobile telecommunications services in Cambodia and Vietnam under the Beeline brand name.

Distribution

Our
distribution strategy currently focuses on making our products and services more affordable and widely available to potential new and existing subscribers. We offer our products through independent dealers at an extensive range of points of sale
throughout each country in which we offer services. Subscribers can replenish prepaid balances in a variety of ways, including through use of prepaid scratch cards or our Universal Payment System. As a result of our strategy, we tend to attract a
greater mix of mass-market subscribers, most of whom enroll through independent dealers as compared to our corporate and high value customers who mostly enroll directly with us. Additionally, in October 2008, we acquired 49.9% of Euroset, a leading
independent retailer in Russia, which significantly enhanced our distribution capabilities.



|                 |  |                           |  |               |  |                                          |  |                         
|---------------- |  | ------------------------- |  | ------------- |  | ---------------------------------------- |  | ------------------------
|                 |  | IndependentDealers        |  | Points ofSale |  | Prepaid ScratchCard PurchaseLocations(1) |  | Cash CollectionPoints(2)
|                 |  | (As of December 31, 2008)
|Russia           |  | 2,500                     |  | 36,000        |  | 115,000                                  |  | 239,000                 
|Kazakhstan       |  | 400                       |  | 6,543         |  | 34,983                                   |  | 13,492                  
|Uzbekistan       |  | 2,573                     |  | 4,348         |  | 10,909                                   |  | 20,245                  
|Ukraine(3)       |  | 1,377                     |  | 18,894        |  | 43,576                                   |  | 33,647                  
|Armenia (mobile) |  | 45                        |  | 2,402         |  | 10,285                                   |  | 1,311                   
|Tajikistan       |  | 157                       |  | 1,620         |  | 4,643                                    |  | 2,028                   
|Georgia          |  | 122                       |  | 766           |  | 4,438                                    |  | 3,072                   



|(1) | Prepaid scratch cards are sold at our sales offices as well as through a network of dealers and various retail distribution channels, such as bank branches,
supermarkets, grocery stores, kiosks, restaurants and gas stations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Cash collection points where subscribers can replenish prepaid balances through our Universal Payment Systems are located throughout each jurisdiction (including our
sales offices, dealers sales outlets, supermarkets, bank branches, gas stations and ATM machines).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Figures exclude Golden Telecoms mobile operations in Ukraine.
|--- | --------------------------------------------------------------

VimpelCom pays commissions to dealers for enrolling subscribers.

The commissions
in CIS countries typically vary by the initial balance included with the SIM card and by the subscribers price plans. In all countries excluding Ukraine, registration of new subscribers in the billing system by dealers is required for payment
of dealer commissions. In Ukraine subscribers registration is not required by law.



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Customer service and loyalty programs

We place a high priority on providing consistently high quality customer service to our subscribers. VimpelCom has customer service centers
in all of its sales offices throughout Russia, including 30 dedicated walk-in centers in Moscow. VimpelCom handles the majority of its customer contacts through 20 call centers (13 in Russia and 7 in CIS). VimpelCom call centers support a wide range
of services, products and devices, including mobile, FTTB, Residential Broadband and iPhones. As of December 31, 2008, VimpelCom employed approximately 6,800 service representatives in its subscriber service department (of which approximately
5,600 were in Russia and approximately 1,200 were in the CIS).

Our loyalty programs are designed to retain our existing
subscribers, thereby reducing churn, and increasing customer spending. In 2006, we launched a loyalty family program called Malina in the Moscow license area with other vendors and service providers. Through a variety of incentives, this
program aims to decrease churn among our mass market subscribers, increase usage of Beeline services and attract target market subscribers from our competitors. We also launched the Data Warehouse program, which allows us to provide
cross-partner programs in which we analyze Malina members activities with other program partners. As of the end of 2008, 718,488 Beeline users participated in the Malina program. In 2007, Hi-Light Club, or HLC, our loyalty program for high
ARPU clients (launched in March 2005) became a nationwide program and is being developed as a centralized program managed from Moscow. By the end of 2008, the total number of participants exceeded 887,021 (313,888 in Moscow and 573,133 in other
regions).

Fixed-line Marketing and Pricing

Business and Corporate Services (BCS)

Russia

As of December 31, 2008, we utilize a direct sales force consisting of approximately 800 sales and account managers in Moscow, operated
both with fixed and mobile corporate customers and supported by specialists in technical sales support, marketing, customer service and end-user training. In addition, we employ a team of regional sales managers (approximately 1,300) and a dedicated
sales force in each of its 76 regional branch offices, in addition to having sales incentive plans with its regional partners.

We train our employees to provide a high level of customer service. In the typical case, we offer our services at competitive prices in comparison with incumbent local / national operators and other alternative operators in the market. At
the same time, for our large customers may eligible for volume discounts at defined revenue thresholds. We also apply discount policy within cross-sales (selling convergence fixed and mobile services to the same client). While pricing competition
remains a factor, especially for voice services, many corporate data networking customers place more value on network coverage, reliability and the ability to design, install and maintain local area networks, or LANs, and wide area networks, or
WANs. These customers often require integrated solutions, including connections to offices located in different cities.



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Ukraine

Our company emphasizes high customer service quality and reliability for its corporate large accounts while at the same time focusing on the development of its SME and mass market offerings. It sells to
corporate customers through a direct sales force and various alternative distribution channels and to the mass market through alternative distribution channels such as agent networks.

We use a customized pricing model for large accounts and standardized pricing for SMEs and mass market customers.

Consumer Fixed Internet Services

Russia

Fixed Broadband Internet Access. For FTTB services, the VimpelCom group of companies offers an
unlimited tariff plan and tariff plans that depend on traffic volume and connection speed. Unlimited tariff plans offer a convenient solution for active Internet users who use Internet to download large volumes of data. The maximum speed of FTTB
Internet access is 100 Mbps.

FTTB IPTV. Before January 15, 2009, in Moscow, service had been provided on a trial
basis, free of charge. Since January 15, 2009 service is provided for a monthly fee and also offers various on-demand services.

FTTB Voice (on VoIP technology). VimpelCom offers two tariff plans required by Russian legislation and various additional tariff plans.

xDSL Services. For xDSL services, our company offers an unlimited tariff plan and tariff plans that depend on traffic volume and connection speed. Our company plans to offer a tariff policy that
combines xDSL with FTTB services.

Wireless Broadband Internet Access. Our company offers WiFi tariff plans that
include unlimited usage plans and plans that charge by usage. Our company also offers special prices for mobile users.

Dial-up Internet Access. Currently, our company offers prepaid tariff plans for all mass market services. Customers can purchase scratch cards from points of sale, pay through an electronic payment system or make a payment at one of
its sales offices. Our company uses its distribution network to communicate with our subscribers and for trade marketing activities. Moscow and regional subscribers can call its call center for customer and technical support.

SIP Telephony (on VoIP technology). We offer moderate tariffs on long distance communication and one tariff plan for all ILD-DLD
zones. We offer competitive prices compared to other long distance providers.

Traditional Voice (on TDM technology with
copper last mile). As required by law, we offer three tariff plans which are similar to the tariff plans of our main competitors.

Equipment and Operations

Mobile Telecommunications Equipment and Operations

Mobile telecommunications network infrastructure

GSM and 3G technologies are based on an open architecture, which means that equipment from any supplier can be added to expand the initial network. Our GSM/GPRS/EDGE networks, which use
Alcatel-Lucent, Ericsson, Huawei, Motorola and Nokia Siemens Network equipment, are integrated wireless networks of base station equipment, packet core equipment and digital wireless switches connected by fixed microwave transmission links, fiber
optic cable links and leased lines.

In 2006, we launched a 3G network in Tajikistan based on Huawei equipment. In 2008 3G
networks were launched in Uzbekistan and Armenia. These networks provide all common 3G services, including video calling. In March 2008, we launched a TDM/VoIP international gateway in Kazakhstan.

As of December 31, 2008 we launched 3G in more than 40 cities in Russia.



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The table below sets forth certain information on our network equipment as of
December 31, 2008.



|           |  |                    |  |                        |  |          |  |                      |  |                       
|---------- |  | ------------------ |  | ---------------------- |  | -------- |  | -------------------- |  | ----------------------
|           |  | GSMBaseStations(*) |  | BaseStationControllers |  | Switches |  | Territorial Coverage |  | Sq Kilometers         
|Russia     |  | 26,633             |  | 678                    |  | 227      |  | 3,170,000            |  | million sq kilometers 
|Kazakhstan |  | 3,119              |  | 85                     |  | 23       |  | 670,204              |  | thousand sq kilometers
|Uzbekistan |  | 1,573              |  | 26                     |  | 22       |  | 168,500              |  | thousand sq kilometers
|Ukraine    |  | 3,015              |  | 24                     |  | 26       |  | 319,000              |  | thousand sq kilometers
|Armenia    |  | 503                |  | 2                      |  | 4        |  | 33,687               |  | thousand sq kilometers
|Tajikistan |  | 494                |  | 5                      |  | 6        |  | 30,425               |  | thousand sq kilometers
|Georgia    |  | 514                |  | 8                      |  | 3        |  | 25,541               |  | thousand sq kilometers



|* | including 3G base stations
|- | --------------------------

To
avoid network constraints, we expect to extend our network capabilities through hardware and software extensions in 2009. We base our expansion decisions on current equipment load, existing marketing plans and new product and services launches.

Site procurement and maintenance

We enter into agreements for the location of base stations in the form of either leases or cooperation agreements that provide us with the use of certain spaces for our base stations and equipment. Under
these leases or cooperation agreements, we typically have the right to use premises located in attics or on top floors of buildings for base stations and space on roofs of buildings for antennas.

Telephone numbering capacity

The Federal Communications Agency allocates federal numbering capacity on a non-geographical basis for all mobile telecommunications providers in Russia. We are required to pay 10.0 Russian rubles per telephone number allocated to us after
January 1, 2005. Numbering capacity is also allocated to us in the other CIS countries in which we operate by government agencies. For more information about numbering capacity allocation, please see Regulation of
Telecommunications below.

Handsets and accessories

Our subscribers must have a handset that can be used on our mobile networks. Subscribers in Russia and the CIS can purchase handsets from us, from a dealer or supplier or from another service provider. We
do not expect to earn a significant profit on the sale of handsets and accessories. Rather, we intend to sell handsets and accessories to help attract subscribers and ensure the supply of handsets in the marketplace. In the future, we may consider
shifting all our handset sales to independent dealers as the mobile market grows and dealers retail operations develop. Additionally, in August 2008, we signed an agreement with Apple to bring the iPhone 3G to Russia in 2008. We began selling
the iPhone 3G in Russia on October 3, 2008.

New technology

Potential users of wireless networks may find their telecommunications needs satisfied by other current and developing technologies,
particularly in the broadband wireless services sector. In the future, wireless services, including wireless data services, may also compete more directly with traditional fixed-line services and with VoIP, both fixed-line and wireless.

3G technologies, including UMTS/HSPA, are considered significantly superior to existing second generation standards such as GSM. 3G may
be used with an HSDPA feature to provide subscribers with broadband services. Our network equipment is HSDPA ready, which will allow service to be launched and become commercially available without significant additional expense. We are beginning to
implement 3G mobile technologies in many countries. For example, in 2006, we introduced UMTS video call and high speed data access services in Tajikistan. VimpelCom was granted a federal 3G license in Russia in 2007, and we launched the 3G network
in Russia in 2008. We also launched 3G networks in Uzbekistan and Armenia in 2008.



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EDGE is an advanced high speed data transmission technology that allows subscribers to
connect to the Internet and send and receive data, including digital images, web pages and photographs, up to three times faster than an ordinary GSM/GPRS network. As a result, EDGE enables GSM operators to offer higher speed mobile data access to
their subscribers. EDGE also allows transmission of audio/video streaming. As of December 31, 2008, we employed EDGE technology in all regions of Russia.

We also expect next generation network, or NGN, technology to be a significant technological development in the future, including introduction of IP Multimedia Subsystem and further migration to all-IP
architecture. NGN is a technology that seamlessly combines conventional telephone, business data and Internet multimedia capabilities in a single IP network that delivers the quality and reliability of traditional telephone networks while offering
the innovation and flexibility of the Internet.

Fixed-line Telecommunications Equipment and Operations

Fixed-line Telecommunications Network Infrastructure

Russia

Our FTN consists of eight international communications transit
nodes, located in Moscow, Saint-Petersburg, Krasnoyarsk and Khabarovsk, fourteen intercity communications transit nodes deployed in each federal district of Russia, and 88 connection points or FTN access nodes located in each constituent territory
of Russia. We use both TDM (Ericsson AXEs) and NGN (based on Veraz softswitches) technologies in parallel.

We have licenses
to provide zonal services in all regions of the Russian Federation, which helps minimize payments to incumbent zonal operators. It has completed construction of zonal networks in 29 Russian regions and three zonal nodes. Our intra-zonal network in
Moscow is integrated into the Moscow city incumbent telephone network at 78 transit and local exchanges, and its network infrastructure is integrated into the main public city networks in St. Petersburg, Nizhny Novgorod, Samara, Voronezh,
Ekaterinburg, Kaliningrad, Krasnoyarsk, Perm and Krasnodar.

We have constructed a data network that covers more than 300
cities across Russia and the CIS and consists of terrestrial and satellite transmission capacity that it either leases or has purchased via indefeasible rights of use, which are long-term contractual agreements with operators that grant exclusive,
unrestricted and indefeasible rights to use the relevant fiber optic capacity for any legal purpose. Our company currently has 15x10G fiber optic capacity between Moscow and Stockholm, 5x10G between Stockholm and Frankfurt, 2xSTM-4 between Stockholm
and London, 10G between Stockholm and Amsterdam, 10G between Frankfurt and London, STM-1 between Stockholm and New York, STM1 between Frankfurt and Hong Kong. In Russia, our company has 3xSTM-64 between Moscow, Tula, Voronezh, Rostov,Krasnodar,
Volgograd, Saratov, Samara, Ufa, Kazan and Nizhny Novgorod, STM-4 from Ufa to Krasnoyarsk through Ekaterinburg, Chelyabinsk, Tyumen, Omsk and Novosibirsk, STM-4 from Krasnodar to Sochi, STM-1 from Vladivostok to Khabarovsk, STM-1 from Khabarovsk to
Krasnoyarsk, STM-1 from Saint Peterburg to Kaliningrad, STM-1 from Rostov to Stavropol and STM-1 from Volgograd to Astrakhan. We have also leased extensive domestic terrestrial capacity from several providers.

For satellite transmission, our company has entered into long-term leases, primarily with Intelsat, Intersputnik, Asia Broadcast Satellite
and New Skies Satellite to cover Russia and the CIS. Total satellite capacity is 615MHz. For IP capacity, we use 70 Gbit connectivity from Verizon, Cable&Wireless and Global Crossing and connects to DECIX and AMS-IX, the leading European IP
exchanges, through IP routers in Frankfurt and Stockholm. We have changed its interconnect technology from synchronous digital hierarchy to optical Gbit, which allows it to increase uplink capacity, decrease costs and improve network utilization.
Our company also has its own backbone fiber optic cable links from Moscow to Ufa, Samara, Toliatty and Saratov via Nizhny Novgorod and Kazan and cross-border links between Russia and Ukraine and Russia and Kazakhstan.

Ukraine

Our fixed-line network in Ukraine consists of a gateway international switching center in Kyiv, leased and owned international and intercity fiber optic channels and regional voice and data switches. We have constructed Metropolitan Area
Networks, or MANs, in Kyiv and Odessa, which provide a broader range of services, including broadband access to Internet and VPN service.



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In 2004, we launched an IP node in Kyiv that provides interconnection with international
operators via the public Internet and the possibility of offering new services such as VoIP, VPN and IP phones. Our company has also completed construction of a fully protected international backbone network from Kyiv to its points of presence in
Frankfurt, Germany, via three independent border-crossings with Poland and Hungary. Its nationwide backbone network includes STM-16 capacity from the Western part of Ukraine to Kyiv via Lviv, Lutsk, Rovno, Zhitomir, synchronous digital hierarchy
capacity to the eastern part of Ukraine from Kyiv to Kharkov via Chernigov and Sumy and STM-1 leased capacity to Dnipropetrovsk, Donetsk, Odessa, and Zaporozhe.

Uzbekistan

BUZTON telecommunication network provides
international telephony and Internet access by means of technical capabilities of JSC Uzbektelecom according to applicable licenses and local legislation. Network consists of 87 nodes situated all over Uzbekistan, of those 43 are placed in Tashkent,
12 are in regional centers and the rest are remote nodes. Main line in Tashkent is based on fiber-optic equipment and is 175 km length. City-city line is based both on long-leased channels and local fiber-optic networks in Tashkent, Samarkand,
Bukhara, Navoi and Zafarshan with capacities up to 1 Gb/s. Currently we perform PSTN modernization by introduction of SoftSwitch and migration to unified convergent packet network. Further unification of Unitels and BUZTONs transport
networks both on city-city and main line levels will allow to reduce costs for transfer of own multimedia traffic and to lease high-speed channels to 3rdparty.

Armenia

ArmenTel fixed infrastructure covers all districts of Armenia with
a full set of equipment (digital-analog exchanges, copper wire access network, fiber-optic backbone network, CDN network). Network in Yerevan was upgraded using NGN technology provided by Ericsson and includes IP-based switching center both for
mobile and fixed customers. Rest part of the country is serviced with 226 exchanges of which 62 are digital and 166 analog. ArmenTel CDMA network is used to provide fixed telephone services to rural customers. Backbone network is based on
fiber-optic equipment with SDH and IP interfaces. Existing CDN network is used to provide data services.

FTTB Project

Our company is rolling out Fiber-to-the-Building, or FTTB, networks in Russia and the CIS. Technically, FTTB offers higher transmission
speed, more bandwidth and better security compared to all existing xDSL and other quasi-broadband solutions. In Russia, where the local loop has not been unbundled and the quality of copper lines is generally poor, construction of fiber networks
helps to create alternative high quality access to subscribers apartments.

As of March 2009, we had approximately
840,000 subscribers connected to our FTTB network. The network is in operation in 50 cities across Russia and the CIS. Acquisition of Corbina Telecom in 2007 strengthened companys position in the broadband Internet market. We have the largest
FTTB network in Moscow, the core broadband market in Russia, and our management has experience in an efficient rollout of fiber optic networks in densely populated metropolitan areas.

The FTTB project in Ukraine encompasses triple play service for Ukrainian subscribers. In Ukraine, it is a prepaid service that currently
provides Internet access with a speed of up to 100 Mbit/s in any traffic direction. We have launched the FTTB project in Kyiv and are monitoring plans to expand to other cities.



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FMC Project

In 2008, our company began testing and deployment of an FMC platform in Ukraine based on Huawei solutions. The FMC network combines the
advantages of fixed-line and mobile communications and is aimed at providing seamless switchover from mobile to fixed-line networks, together with attractive price offerings. Our FMC network will be the first converging communications network in
Ukraine and will be available to corporate, SME and residential GTUs customers. FMC will allow customers to utilize one account for fixed and mobile services and utilize mobile Internet access, cross-discounts on voice calls, call forward from
fixed to mobile phones, voice call continuity services and call hold services.

To date, our company has deployed the wireless
segment of its FMC network by upgrading its existing GSM-1800 networks in Kyiv and Odessa and installing upgraded GSM networks in Donetsk, Zaporizhzhya and Ivano-Frankovsk. During the first quarter of 2008, we installed and began testing upgraded
network equipment to modernize the core of its GSM network in Ukraine. By the end of the second quarter of 2008, we installed an intelligent platform to provide FMC value-added services.

Intellectual Property

We rely on a combination of trademarks, service
marks and domain name registrations, copyright protection and contractual restrictions to establish and protect our technologies, brand name, logos, marketing designs and Internet domain name. We have registered and applied to register certain
trademarks and service marks with the Russian Agency for Patents and Trademarks in connection with our mobile telecommunications businesses. We have also registered and applied to register certain trademarks and service marks with the World
Intellectual Property Organization in order to protect them in certain countries of the CIS.

Our registered trademarks and
service marks include our brand name, logos and certain advertising features. With respect to domain names, we have registered the VimpelCom.com domain name with Network Solutions, which is one of the principal domain name registration
services for the Internet. We have also registered the VimpelCom.ru, beeline.ru, beelinegsm.ru, beeonline.ru, beeplus.ru, beeline.net and certain other domain names with the
Russian Scientific Research Institute on Development of Public Networks The domain name beeline.mobi was registered with Dotster Inc. in June 2006.We have registered national domain names such as beeline.tj,
beeline.ua, beeline.kz, and beeline.am with the national registrars of Tajikistan, Ukraine, Kazakhstan and Armenia, respectively. Our copyrights are principally in the area of computer software for service
applications developed in connection with our mobile and fixed-line network platform. We have copyrights to some of the designs we use in marketing and advertising our mobile services in Russia.

Properties

VimpelComs principal place of business is in a series of five buildings consisting of approximately 24,000 square meters that we own at 10 Ulitsa 8-Marta in Moscow. We use these buildings as an administrative office, technical center
warehouse and operating facility. In addition, we own a series of six buildings on Lesnoryadsky Pereulok in Moscow, constituting approximately 15,500 square meters, that are used as an administrative office, warehouse and operating facility. These
buildings also house the main switches for our Moscow GSM-900/1800 network and our main and reserve IT centers. VimpelCom also has offices at 4, Krasnoproletarskaya Street, in the center of Moscow. It consists of three leased administrative
buildings of approximately 32,400 square meters. We also own a portion of a building in the center of Moscow on Ulitsa 1st Tverskaya Yamskaya consisting of approximately 3,000 square meters that we use as a subscriber service center, administrative
and sales office. We also own office buildings in some of our regional license areas and lease space on an as-needed basis.

For a description of certain telecommunications equipment that we own, please see Mobile Telecommunications BusinessMobile Telecommunications Equipment and OperationsMobile telecommunications network
infrastructure and Fixed-line Telecommunications and Internet BusinessFixed-line Telecommunications Equipment and OperationsFixed-line telecommunications network infrastructure above.

Legal Proceedings

KaR-Tel
Litigation

Prior to our acquisition of KaR-Tel, in November 2003, KaR-Tel redeemed for an aggregate of 450,000.0
Kazakhstani tenge (or approximately US$3,100.0 based on the Kazakhstani tenge to U.S. dollar



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exchange rate as of December 31, 2003) the equity interests of Turkish companies, Rumeli Telecom A.S. and Telsim Mobil Telekomunikasyon Hizmetleri A.S., owning an aggregate of 60.0% of the
equity interests in KaR-Tel, referred to herein as the Former Shareholders, in accordance with an October 30, 2003 decision of the Review Panel of the Supreme Court of Kazakhstan. The decision was based on the finding that the Former
Shareholders inflicted material damage on KaR-Tel by causing KaR-Tel to lose a valuable government tax concession and selling KaR-Tel obsolete and over-priced telecommunications equipment. The redemption process was initiated on April 15, 2002
by a repeated extraordinary general meeting of KaR-Tel shareholders reconvened by a shareholder owning 40.0% of the equity interests in KaR-Tel. In late August 2004, prior to our acquisition, we received letters from the Former Shareholders claiming
that they continue to own such interests and stating that, without their approval, all KaR-Tel deals are illegal and invalid. The Former Shareholders stated in these letters that subsequent to such redemption, their respective managements were taken
over by The Savings Deposit Insurance Fund, a Turkish state agency responsible for collecting state claims arising from bank insolvencies, referred to in this Annual Report on Form 20-F/A as the Fund. The Former Shareholders indicated in their
letters that they were preparing to put their case before the International Center for the Solution of Investment Disputes, or ICSID, an independent organization with links to the World Bank. Based on information disclosed by ICSID, an action by the
Former Shareholders against the Republic of Kazakhstan, the subject matter of which is telecommunications enterprise, was filed in August 30, 2005. While we understand that this action does pertain to the Former Shareholders and
their former interests in KaR-Tel, neither VimpelCom nor KaR-Tel is a party to this action. According to ICSID, the arbitration tribunal issued an award in favor of the Former Shareholders on July 29, 2008. Based on information in publicly
available sources, the tribunal found that, among other things, the Republic of Kazakhstan expropriated the Former Shareholders investment in KaR-Tel without complying with conditions set forth in the Bilateral Investment Treaty between the
Republic of Kazakhstan and the Republic of Turkey. However, the tribunals award did not address the validity of the decision of the Review Panel of the Supreme Court of Kazakhstan. The tribunal ordered the Republic of Kazakhstan to pay
US$125.0 million plus interest to the Former Shareholders. According to ICSID, an application for the institution of annulment proceedings of the ICSID award has been registered with ICSID. We cannot assure you that the Former Shareholders or other
parties will not pursue any action against VimpelCom or KaR-Tel in any forum or jurisdiction. If the Former Shareholders or other parties were to prevail in any such action, we could lose ownership of up to 60.0% of our interest in KaR-Tel, be
required to reimburse the Former Shareholders for the value of their interests or otherwise suffer monetary and reputational or other damages that cannot currently be quantified.

On January 10, 2005, KaR-Tel received an order to pay issued by the Fund in the amount of approximately US$5.5 billion
(stated as approximately Turkish Lira 7.6 quadrillion and issued prior to the introduction of the New Turkish Lira, which became effective as of January 1, 2005). The order, dated as of October 7, 2004, was delivered to KaR-Tel by the
Bostandykski Regional Court of Almaty. The order does not provide any information regarding the nature of, or basis for, the asserted debt, other than to state that it is a debt to the Turkish Treasury and the term for payment was May 6, 2004.
On January 17, 2005, KaR-Tel delivered to the Turkish consulate in Almaty a petition to the Turkish court objecting to the propriety of the order. KaR-Tel received the Funds response to the petition in June 2006. In its response to
KaR-Tels petition, the Fund asserts, among other things, that the order to pay was issued in furtherance of its collection of approximately US$5.5 billion in claims against the Uzan group of companies that were affiliated with the Uzan family
in connection with the failure of T. Imar Bankasi, T.A.S. The Funds response to KaR-Tels petition asserts that the Uzan group of companies includes the Former Shareholders and KaR-Tel. In June 2006, KaR-Tel submitted a response to the
Funds defense in which it denied in material part the factual and legal assertions made by the Fund in support of the order to pay. In December 2008, KaR-Tel received the Funds further response to KaR-Tels petition. The Turkish
court presiding over the case may issue a decision on the basis of the parties filings. Our company believes that the order to pay is without merit, in part due to the fact that the Former Shareholders have not owned any interest in KaR-Tel
since November 2003, when their interests were redeemed in accordance with a decision of the Review Panel of the Supreme Court of Kazakhstan, and that any attempted enforcement of the order to pay in relevant jurisdictions outside of Turkey is
subject to procedural and substantive hurdles. However, there can be no assurance that KaR-Tel will prevail in its petition for the cancellation of the order to pay (either on substantive or procedural grounds), that claims targeting
VimpelComs ownership of KaR-Tel will not be brought by the Fund directly against VimpelCom or its other subsidiaries or that KaR-Tel and/or VimpelCom or its other subsidiaries will not be required to pay amounts claimed to be owed in
connection with the order or on the basis of other claims made by the Fund. The adverse resolution of this matter, and any others that may arise in connection with the order by the Fund or any other claims made by the Fund, could have a material
adverse effect on our business, financial condition and results of operations, including an event of default under some or all of our outstanding indebtedness.



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For more information on these risks, and other risks associated with our acquisition of
KaR-Tel, refer to the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessClaims by the former shareholders of KaR-Tel and/or the Turkish Savings
Deposit Insurance Fund or others may result in increased liabilities and obligations, including possible defaults under our outstanding indebtedness, and deprive us of the value of our ownership interest in KaR-Tel.

Disputes with the Russian Tax Authorities

VimpelCom. On July 5, 2006, VimpelCom received the Russian tax inspectorates final decision with respect to the audit of VimpelComs 2003 and 2004 Russian tax filings. The decision
stated that we owed an additional 1,804.0 million Russian rubles in taxes (including 349.0 million Russian rubles in fines and penalties), which is approximately US$61.4 million (including approximately US$11.9 million in fines and
penalties) at the exchange rate as of December 31, 2008.

VimpelCom challenged the tax inspectorates final decision
and received court rulings that invalidated the major portion of the tax inspectorates final decision. However, the courts upheld a portion of the final decision in the amount of approximately 166.0 million Russian rubles in taxes, which
is approximately US$5.7 million at the exchange rate as of December 31, 2008. However, the tax inspectorate has acknowledged that a portion of this sum, approximately 164.0 million Russian rubles or US$5.6 million at the exchange rate as
of December 31, 2008, may be deducted from our taxes for the 2005 tax year. All court hearings with respect to VimpelComs 2003 and 2004 financial year filings have been completed.

On June 30, 2008, VimpelCom received the Russian tax inspectorates final decision with respect to the audit of VimpelComs
2005 and 2006 Russian tax filings. According to the final decision, VimpelCom owes an additional 1,250.5 million Russian rubles in taxes (including 48.6 million Russian rubles in fines and penalties), which is approximately US$42.6 million
(including approximately US$1.7 million in fines and penalties) at the exchange rate as of December 31, 2008. VimpelCom challenged the tax inspectorates final decision and has already received positive court rulings of the First and
Appeal instances that invalidated the portion of the tax inspectorates final decision in the amount of 1,210.1 million Russian rubles (including 47.5 million Russian rubles in fines and penalties), which is approximately US$41.2
million (including approximately US$1.6 million in fines and penalties) at the exchange rate as of December 31, 2008. For the remaining part of the tax authorites claims VimpelCom currently received positive court rulings only of the
First instance.

Sovintel.Sovintel is engaged in litigation with the Russian tax inspectorate in regard to claims
issued by the tax inspectorate on September 25, 2006. The Russian tax inspectorate claimed that Sovintel owes taxes, fines and penalties in the amount of approximately US$24.1 million for the years ended December 31, 2004 and 2005.
Sovintel challenged the tax inspectorates final decision in court and the courts invalidated all claims in the tax inspectorates final decision. All court hearings with respect to the tax examination of Sovintels 2004 and 2005
financial year filings have been completed.

On April 30, 2009, EDN Sovintelreceived a final decision of the Russian tax
inspectorates review of its tax filings for financial years 2006 and 2007. According to the final decision, EDN Sovintel owes an additional 323.8 million Russian rubles in taxes (including 35.9 million Russian rubles in fines and penalties)
which is approximately US$9.7 million at the exchange rate as of April 30, 2009. EDN Sovintel disagrees with the tax inspectorates decision and has filed a lawsuit in the Russian Arbitration courts.

For the risks related to this matter, see Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessWe
could be subject to claims by the Russian tax inspectorate that could have a material adverse effect on our business. For more information regarding the effects of prior tax claims on our financial



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statements, see the section of this Annual Report on Form 20-F/A entitled Item 5Operating and Financial Review and Prospects and our consolidated financial statements and Note
21 thereto included elsewhere in this Annual Report on Form 20-F/A.

3G Tender Litigation

In July 2007, Closed Joint Stock Company SMARTS, or SMARTS, filed a lawsuit against the Federal Communications Agency to obtain a
ruling invalidating the tender results pursuant to which we were granted a license to provide 3G mobile services in Russia. We have been invited to participate in this lawsuit as an interested third party. In December 2007, the first instance court
dismissed this claim and in February 2008 this decision was affirmed on appeal.

Far East Licenses and Frequencies

In July 2007, the Federal Supervisory Service for communications conducted several tenders for licenses and frequencies in the Far East
super-region. We received licenses for three regions within the Far East super-region in the tenders, but we were denied licenses for eight other regions within the Far East super-region. We filed a lawsuit challenging the results of the tenders
because we believed that the terms of the tenders were not in compliance with applicable law and that we should have received licenses for all 11 regions. In parallel, the Federal Antimonopoly Service issued a decision declaring that the terms of
the tenders violated antimonopoly law and challenged the results of the tenders in court. The Federal Communications Agency filed a lawsuit seeking to invalidate the decision of the Federal Antimonopoly Service. The Federal Communications
Agencys claim was sustained by the court of first instance. We joined the proceedings as an interested party, and, together with the Federal Antimonopoly Service, we appealed the decision in favor of the Federal Communications Agency. On
April 17, 2008, the Court of Appeals overturned the decision of the first instance court and rejected the Federal Communications Agencys claim. On July 22, 2008 the Cassation Court upheld the decision of the Court of Appeals and
found the decision of the Federal Antimonopoly Service valid. In our lawsuit challenging the results of the tenders, the court of the first instance on December 9, 2008 issued a decision which invalidated the results of the tenders. This
decision was upheld by the appellate court on February 10, 2009. Licenses issued pursuant to the challenged tenders may be cancelled on the basis of these court rulings.

Litigation involving Farimex Products

On April 15, 2008, we received a copy of a
purported claim filed with the Arbitration Court of Khanty-Mansiisky Autonomous Okrug in Russia from Farimex Products, Inc., the purported holder of 25,000 of our ADSs. The named defendants under the claim were Eco Telecom Limited, Altimo
Holdings & Investments Ltd., Avenue Limited, Janow Properties Limited, Santel Limited, Telenor East Invest AS and OJSC CT-Mobile. Both our company and several of our current and former directors, namely, Messrs. Mikhail Fridman, Arve
Johansen, Alexey Reznikovich, Fridtjof Rusten and Henrik Torgersen, were named as third parties to the case. Under Russian law, a person named as a third party to a claim is generally a person potentially interested in the case who can participate
in the proceedings if he so chooses. We have not participated in the proceedings to date. A third party is not a defendant in the claim and judgments cannot be entered against a person solely due to the fact that the person was named as a third
party. The claimant was seeking reimbursement from the defendants to our company of approximately US$3.8 billion in alleged damages caused to our company by the actions of the defendants with regard to our entrance into the Ukrainian
telecommunications market. Among other things, the claimant alleged that Alfa Group and Telenor prevented our company from acquiring Kyivstar and that Telenor, acting through the directors on our board nominated by Telenor, caused a delay in our
acquisition of URS, which caused us damages. On August 16, 2008, the court of first instance sustained the claim in part and held Telenor liable for approximately US$2.8 billion of damages. Telenor appealed this decision and on
December 29, 2008 the Eighth Arbitrazh Appellate Court in Omsk vacated the lower courts ruling and remanded it for a new hearing. On February 20, 2009, the Eighth Arbitrazh Appellate Court in Omsk sustained the claim in part and
found Telenor liable for approximately US$1.7 billion in damages. Telenor has announced that it is appealing this decision. Subsequent to the court ruling, a court bailiff arrested 15.3 million of our ordinary shares owned by Telenor. We
understand that these shares can, under certain circumstances, be sold by the court bailiff to satisfy the court judgment. We also understand that the court bailiff may transfer the shares to us to the extent that they cannot be sold to satisfy the
court judgment within a certain period of time. Telenor has applied for a stay of enforcement proceedings but the court denied the application. Telenor has appealed this decision. If a stay of enforcement is granted, it would freeze the sale of the
arrested shares. We understand that on/or about April 3, 2009 Telenor was officially served with a claim to pay US$1.7 billion to VimpelCom and that it has five days to pay the sum voluntarily. For more information on the risks associated with



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this proceeding, refer to the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessOur strategic
shareholders are involved in various disputes and litigations which have caused a deterioration in their relationship and could lead to a further deterioration which could have a material adverse effect on our business, financial condition and
prospects and which could subject our company to further claims and A disposition by one or both of our strategic shareholders of their respective stakes in our company or a change in control of our company, including as a result
of any forced sale of Telenors stake in connection with the Farimex Case, could harm our business.

Petition
for Appraisal

On April 18, 2008, Global Undervalued Securities Fund, L.P., or Global Undervalued, timely filed a
petition in a Delaware court demanding appraisal of its 1,367,328 shares of Golden Telecom which it did not tender in the tender offer pursuant to which our company acquired Golden Telecom. On May 16, 2008, Golden Telecom, as the respondent in
the case, filed its answer to the petition for appraisal filed by Global Undervalued. At this stage in the litigation, we cannot make a determination about the likely outcome of the case and we intend to defend our position vigorously.

For more detail regarding the lawsuits to which our company is a party and the matters discussed in this Legal
Proceedings section, please refer to the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our Business.

Management cannot make an estimate of the effects of the ultimate resolution of the unresolved matters described above on our companys
consolidated financial statements. Other than the information disclosed above, to date, we have no provision in our accounts for any of the matters described above.



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REGULATION OF TELECOMMUNICATIONS

General Regulatory Environment

We are generally subject to regulation governing the operation of our business activities. Such regulation typically takes the form of industry specific laws and regulations covering telecommunications services and general competition law
applicable to all activities. The following section describes the regulatory framework and the key regulatory developments in Russia, Kazakhstan, Armenia, Uzbekistan and Ukraine. We are also subject to significant regulation in the other countries
of the CIS in which we operate. However, because 98.6% of our subscribers are located in Russia, Kazakhstan, Armenia, Uzbekistan and Ukraine and 99.4% of our net operating revenues are derived from our operations in Russia, Kazakhstan, Armenia,
Uzbekistan and Ukraine, we do not believe that a discussion of the regulations of Tajikistan and Georgia is warranted or that such regulations are material to our business and results of operations.

Regulation of Telecommunications in Russia

The law On Communications, or the Communications Law, which came into effect on January 1, 2004, is the principal legal act regulating the Russian telecommunications industry. The
Communications Law sets forth general principles for the regulation of the telecommunications industry, including a description of the institutional framework for the federal governments involvement in the regulation, administration and
operation of the telecommunications industry. The most important aspects of the Communications Law with respect to our business address the federal governments authority to:



| |  |  | license communications service providers;
| | - |  | -----------------------------------------



| |  |  | allocate radio frequencies;
| | - |  | ---------------------------



| |  |  | certify telecommunications equipment;
| | - |  | -------------------------------------



| |  |  | allocate numbering capacity;
| | - |  | ----------------------------



| |  |  | ensure fair competition and freedom of pricing; and
| | - |  | ---------------------------------------------------



| |  |  | conduct oversight of operators compliance with the terms of their licenses and Russian law.
| | - |  | --------------------------------------------------------------------------------------------

On March 3, 2006, certain amendments to the Communications Law were introduced, in particular legislation implementing calling party
pays, or CPP, which became effective on July 1, 2006. The CPP legislation prohibits mobile operators from charging their subscribers for incoming calls.

In order to establish and commercially launch a wireless telecommunications network, a company must receive, among other things:



| |  |  | a license to provide mobile telephony services using a specific standard and band of radio frequency spectrum;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | permission to use radio frequency for its radio electronic devices, or REDs;
| | - |  | ----------------------------------------------------------------------------



| |  |  | a decision on allocation of radio frequency bands;
| | - |  | --------------------------------------------------



| |  |  | registration of its REDs;
| | - |  | -------------------------



| |  |  | permission to operate communications networks (including communications facilities); and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | a decision on allocation of numbering resources.
| | - |  | ------------------------------------------------

Certain further amendments to the Communications Law because effective February 14, 2008 requiring operators to register their communication networks with the relevant authorities. Although the
registration procedure has not yet been determined, the authorities are no longer issuing permission to operators to operate communications facilities. For the risks related to the new registration system, see the section of this Annual Report on
Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessWe may encounter difficulties in changing our infrastructure and expanding and operating our networks, if among other things, we fail
to obtain sufficient and reliable transmission capacity.



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On September 26, 2007, the Ministry of Information Technologies and Communications of
the Russian Federation, or the Ministry, issued an order that designated ten additional pairs of access codes to long distance operators in Russia. This additional designation creates the potential for increased competition in the market for
domestic and international long distance services in Russia if the new access codes are assigned to new operators.

Russian Regulatory
Authorities

The Ministry of Communications and Mass Media of the Russian Federation, or the Ministry, is currently the
federal body with executive power to regulate the telecommunications industry. The Ministry has the authority to set policy and adopt regulations in the area of communications and make proposals to the President and the Russian Government on
issuance of legal acts regarding certain key issues in the area of communications. The Ministry controls and coordinates the activity of the following entities: 1) the Federal Communications Agency, or Rossvyaz, 2) the Federal Agency for Information
Technologies, 3) the Federal Agency on Press and Mass Media and 4) the Federal Supervisory Service for Communications, Information Technologies and Mass Media, or Roskomnadzor.

The primary function of the Federal Agency on Press and Mass Media and Roskomnadzor is the licensing of activities in the area of
telecommunications and information technologies, control over telecommunications and information technologies, control over radiation of REDs and high frequency devices and the registration of REDs and high frequency devices.

The primary function of Rossvyaz relevant to our business is allocation of the numbering resources and certification in accordance with the
established procedure.

The primary function of the Federal Agency for Information Technologies is management of state
property in the sphere of information technologies and confirmation of electronic digital signatures.

Licensing to Provide
Telecommunications Services and Radio Frequency Allocation

Under the Communications Law, Roskomnadzor issues licenses to
provide telecommunications services on the basis of an application from an eligible applicant or, when applicable, on the basis of results of a tender or an auction. Licenses are generally issued for a term of three to five years and a legal entity
or individual person can only render commercial telecommunications services upon issuance of a license.

Roskomnadzor has the
right to renew an existing license upon application which may be rejected if, as of the date of submission of the application, the operator has been found to have violated the terms of the license and such violations have not been cured. The
Communications Law also regulates the procedures for re-issuing a license in the case of a reorganization of the license holder or transfer of communications networks and means to other persons.

The Communications Law identifies a limited number of reasons pursuant to which licenses may be suspended by the licensing body, including
identification of license violations or cancellation of permissions to use radio frequencies. Prior to suspension, the licensing body generally issues a warning that the license may be suspended if corrective action is not taken. The Communications
Law also provides that a telecommunications license may be cancelled for certain reasons, upon a claim by an interested person or the licensing body, such as provision of inaccurate information when applying for the license or failure to perform
obligations undertaken when receiving the license. The licensing body can also terminate a license in a liquidation or winding up of the license holder or a failure to pay licensing fees.

Licenses issued prior to the enactment of the Communications Law and Regulation No. 87 of the Russian Government dated
February 18, 2005 On approval of the list of the types of communications services and the list of conditions included into licenses, or Regulation 87, generally contain a number of other detailed conditions, including a
start-of-service date, requirements for adhering to technical standards and a schedule of the capacity of the network that the licensee must attain. These license conditions also require that the licensees services, by specified dates, cover
either (i) a specified percentage of the territory for which the license is issued or (ii) a specified number of cities within the territory for which the license is issued. Conditions in licenses issued after the enactment of Regulation
87 must include the period during which the licensee is entitled to provide the relevant services, the start-of-service date, and the territory in which the relevant services are to be provided, as well as certain other conditions depending on the
type of the licensed activity, including information on the calculation of compulsory payments into the universal services fund, as described below.



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In addition to obtaining a license, wireless telecommunications operators have to receive a
permit for radio frequency usage for every radio transmitter they operate. The permit for radio frequency usage is issued on the basis of conclusions of the State Radio Frequency Service, which evaluates the electromagnetic compatibility of the REDs
and coordinates the possibility of radio transmitters usage with the Defense Ministry, Federal Protective Service and the Federal Security Service of the Russian Federation. Under the Communications Law, permits for the use of radio frequencies are
granted for ten years or a shorter period if such shorter period is indicated in the application. Radio frequency permit duration may be extended if by its ending no normative acts are adopted, which allow to use radio frequencies upon previous
terms.

Prior to enactment of further regulations, we continue to pay for the use of the radio frequencies spectrum on the
basis of government decrees requiring all operators to pay an annual fee (set by the Radio Frequency Service and approved by the former Anti-Monopoly Ministry) for the use of their frequency spectrums. In addition, the Communications Law provides
that the users of the radio frequency spectrum shall make a one-time payment and annual payments for the use of the spectrum to ensure control over radio frequencies, conversion of the radio frequencies spectrum and financing for the transfer of the
operating REDs to other radio frequency bands.

Universal Services Fund

All telecommunications operators are required to make compulsory payments to a universal services fund, which was formed in order
to compensate operators for losses from offering universal services in distant regions of Russia. Operators must make quarterly payments to the universal services fund of 1.2% of its quarterly revenues from communications services provided to
subscribers and other users in the public communications network. Amounts paid as value added tax are excluded from the calculation of revenues.

Equipment Certification

Telecommunications equipment used in Russia requires confirmation of compliance with
certain technical requirements in the area of telecommunications and information technologies. The Federal Communications Agency is responsible for confirming such compliance. The design, production, sale, use or import of encryption devices, which
include some commonly-used digital wireless telephones, requires a license and equipment certification from the Federal Security Service.

Numbering Capacity

The Federal Communications Agency is responsible for allocating numbering resources and for
determining whether such resources are limited, and, in cases stipulated by the Communications Law, the Federal Communications Agency may change the allocated numbering capacity or withdraw it in full or in part. Further, the Federal Communications
Agency is responsible for re-issuance of decisions on allocation of numbering capacity if an operator is reorganized. Under the Communications Law, an operator is required to pay state duties for the allocation of numbering capacity and access codes
for telecommunication services for signal point codes.

A number of new regulations pertaining to certain aspects of the
Russian federal numbering system were adopted. The two major areas affected by the regulations are as follows:



| | (1) | Numbering capacity usage in the ABC codes. Federal telephone numbers using the ABC code may be used by mobile subscribers only if they
are registered as additional numbers under local communications services provisions. As these additional numbers can only be allocated to subscribers by the local network operators, all numbering capacity in the ABC code allocated under
our GSM licenses were re-allocated under our license for local communications services. We entered into agreements for the provision of local and wireless communication services with new subscribers whom we provide the numbers in the ABC
code. Part of our subscribers use the numbers of other fixed-line operators based on our agency agreements with such operators. For implementation of the agency scheme, we have had to enter into new subscriber agreements with certain subscribers in
order to add the fixed-line operator as a party to such agreements.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Russian system and plan of numbering.
A new system and plan of numbering was approved which materially changed the principles of numbering allocation and utilization in Russia. According to the new plan, only the following numbers in the DEF code are available for our
company: 903, 905, 906, 909, 960-969, and 972-979.



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For the risks related to the new numbering system, see the section of this Annual Report on
Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessWe may encounter difficulties in changing our infrastructure and expanding and operating our networks if, among other things, we fail
to obtain sufficient and reliable transmission capacity.

Pricing, Competition and Interconnections

The Communications Law generally provides that tariffs for telecommunications services may be negotiated between providers and users,
although tariffs for some types of telecommunications services (e.g., provision of long distance telephone connections to fixed-line users or provision of local telephone connections to fixed-line users) may be regulated by the federal government.
Wireless telecommunications operators are free to set their own tariffs. However, the amendments to the Communications Law, which came into effect on July 1, 2006, provide that the users are not to pay for incoming calls.

Further, the Communications Law prohibits the use of a dominant position to hinder, limit or distort competition and it requires federal
regulatory agencies to promote competition among telecommunications service providers. Under the Communications Law, an operator that, together with its affiliated entities, has at least 25% of the overall traffic in a certain geographic area or
throughout the Russian Federation is considered an operator occupying a significant position in the communication network of general use, or Significant Operator. Significant Operators are subject to greater regulation by the Russian Government. At
present, neither we nor our Russian subsidiaries are included in the register of subjects of natural monopolies. Therefore, neither we nor our Russian subsidiaries are subject to these regulations.

Amendments to the Communications Law have been proposed, which would result in the regulation of tariffs set by mobile operators for
interconnection and transfer of traffic. According to the proposed amendments, an operator will be subject to such regulation if it, together with its affiliated persons, owns at least 25.0% of the installed capacity of the operational networks that
are part of the public communications network and relate to the same type of communications services technology, such as communications networks using DEF codes, within a subject territory of the Russian Federation or throughout the Russian
Federation.

Russian legislation also prohibits operators of public switched telephone networks to refuse to provide
connections or discriminate between operators. However, a regional fixed line operator may charge different interconnection rates to different wireless telecommunications operators, subject to certain limitations.

Compliance with Government Surveillance System

The Communications Law provides that telecommunications may be intercepted only pursuant to a court order. Federal Law No. 144-FZ, dated August 12, 1995, On Operational Investigative
Activities, initiated a surveillance system, known as SORM, which is operated partly by the Federal Security Service, a government agency responsible for surveillance. SORM requires telecommunications providers to ensure that their networks
are capable of allowing the government to monitor electronic traffic and requires telecommunications providers to finance the cost of additional equipment needed to make their systems compliant. Recent legislation extended access to electronic
traffic to three other state agencies, including the tax authorities. Currently, we are in compliance with Russian law requirements related to SORM and, accordingly, certain government agencies are able to monitor electronic traffic on our network.

Interaction between telecommunications operators and the governmental authorities engaged in surveillance activities is
governed by Regulation No. 538 of the Russian Government dated August 27, 2005, On Approval of the Rules of Interaction Between Telecommunications Operators and the Authorized Governmental Bodies Engaged in Surveillance
Activities.

Regulation of Internet Services

Regulation 87 requires that an operator providing Internet services have a license for provision of telematic services and a license for transfer of data. The procedure of transfer of Internet traffic is
not determined by normative acts. Although currently there is no comprehensive regulatory scheme directly applicable to Internet content, the Russian media has reported that the Russian State Duma has recently begun to consider the possibility of
adopting legislation regarding Internet content.



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Regulation of Telecommunications in Kazakhstan

The Law of the Republic of Kazakhstan No. 567- II On Communications, dated July 5, 2004, in Kazakhstan, or the
Kazakhstan Communications Law, which came into effect on July 10, 2004, is the principal act regulating the telecommunications industry in Kazakhstan and sets forth general principles for the regulation of the telecommunications industry, the
authority of each regulatory agency, the rules governing telecommunications networks cooperation and consumer rights protections. Several additions to the Kazakhstan Communications Law that acted to stimulate competition in the sphere of
domestic long distance, or DLD, and international long distance, or ILD, became effective as of January 1, 2006. In accordance with the Kazakhstan Communications Law, the government of Kazakhstan and certain other governmental agencies adopted
a number of acts regulating specific aspects of the telecommunication industry, the most important of which are outlined in greater detail below. The Kazakhstan Communications Law was recently amended and uncertainty remains regarding any further
developments in the Kazakhstan Communications Law.

The Kazakhstan Communications Law grants the Kazakh government broad
authority with respect to the telecommunications industry in Kazakhstan. The most important aspects with respect to our business include the governments authority to:



| |  |  | develop and implement government policy on frequency allocations,
| | - |  | -----------------------------------------------------------------



| |  |  | approve allocation of radio frequencies,
| | - |  | ----------------------------------------



| |  |  | approve qualification requirements for DLD and ILD operators,
| | - |  | -------------------------------------------------------------



| |  |  | approve procedures for auctions of telecommunications licenses and approve the licensing terms, conditions and qualification requirements when granting
telecommunications licenses, and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | set forth the procedures and payment amounts for the ability to provide services with the use of frequencies.
| | - |  | -------------------------------------------------------------------------------------------------------------

The participation of foreign capital in Kazakhstans telecommunications market is limited by the Law of the Republic of Kazakhstan
No.233-I On National Security dated June 26, 1998 regulating national security. It is forbidden for foreign legal entities or individuals to control and operate fixed line networks, to create and operate telecommunications networks
whose headquarters are located outside Kazakhstan and to obtain more than 10% of voting shares in a DLD or ILD operator without governmental consent. In addition, foreign legal entities or individuals are not allowed to possess, use, dispose of or
control (directly or indirectly) more than 49% of the total voting shares of a DLD or ILD operator who possesses surface communication lines (cables, including fiber optic and radio-relay cables).

Kazakhstan Regulatory Authorities

Under the Kazakhstan Communications Law, the Agency for Information and Communications, or the AIC, (which is not currently included in Kazakhstans government structure) is the central executive body authorized to implement state
policy and governmental control with respect to telecommunications and to adopt relevant acts. The AIC acts in accordance with Governmental Decree No. 724 The Issues of the Agency for Information and Communications (as amended),
dated July 22, 2003. The AIC has adopted the following relevant rules: On Providing Telecommunications Services, On Providing Cellular Telecommunications Services and On Connecting Telecommunications Networks to
the Public Telecommunications Network.

The primary functions of the AIC relevant to our business include:



| |  |  | issuing permits for the use of radio frequencies in Kazakhstan,
| | - |  | ---------------------------------------------------------------



| |  |  | controlling the use of frequencies,
| | - |  | -----------------------------------



| |  |  | issuing licenses to provide telecommunications services and overseeing compliance of issued licenses,
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | determining the list of radio-electronic and high-frequency telecommunications equipment permitted to be used and/or imported into Kazakhstan,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | issuing (through its local subdivisions) permits for use of telecommunications equipment, and
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | disconnecting any unauthorized equipment.
| | - |  | -----------------------------------------

The AIC also issues data transfer licenses for provision of Internet services.



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The Inter-Agency Commission on Radio Frequencies, or the ICR, is a consultative-advisory
agency of the Kazakh government that provides recommendations on government policy regarding frequencies. The National Security Committee and certain other governmental defense bodies also maintain a level of control over the telecommunications
industry as part of its investigative operations.

Licensing to Provide Telecommunications Services and Radio Frequency Allocation

Telecommunications services may only be rendered in Kazakhstan by a valid license holder authorized to provide the relevant
services. In accordance with the Kazakhstan Communications Law, the AIC issues licenses to provide telecommunications services on the basis of an application form or, as required, the results of a competitive tender.

The AIC may refuse to grant a telecommunications license in the event that (i) frequencies are not available or there is a lack of
numbering capacity, (ii) the requested type of activity is subject to an auction, (iii) there is a risk to national security, or (iv) there are adverse health risks. The AIC may suspend a license if there is found to be (i) use
of radio frequencies without a permit, (ii) violations of the licensing terms that can result in material damage, (iii) improper use of frequencies and (iv) failure to provide services under the license for a period of one year. A
telecommunications license may be revoked only by a court ruling in specific cases provided by law.

On January 11, 2007
all licenses, including licenses for telecommunication services, became termless (perpetual) in accordance with the Law of the Republic of Kazakhstan No. 214-III On Licensing.

The AIC, together with and subject to the approval of the Ministry of Defense, is responsible for allocating frequencies in Kazakhstan.
Frequencies are allocated in accordance with a table establishing frequency allocations in the ranges of 3 kHz to 400 GHz for all types of radio-electronic equipment. The Kazakhstan Communications Law also provides for a schedule of frequency band
development and use to be approved by the AIC in accordance with ICRs recommendations. Frequency allocations may be changed to accommodate the governments administration, defense or national security. In such cases, the Kazakhstan
Communications Law provides for reimbursement of damages to be paid to the operator.

The Kazakhstan Communications Law
requires that telecommunications equipment and radio-electronic and high-frequency equipment must be certified. Telecommunications equipment falls into two groups with regards to certification: (i) equipment that requires certification in
Kazakhstan and (ii) equipment that may be used subject to a declaration of compliance issued by the manufacturer.

Pricing,
Competition and Interconnections

There are three central state bodies in Kazakhstan that control anti-monopoly legislation
compliance in the telecommunications industry: (i) the AIC and (ii) the Agency for Competition Protection and (iii) the Agency for Regulation of Natural Monopolies.

The AICs powers in the anti-monopoly area include the following: (a) regulating and controlling natural monopolies in the
telecommunication industry, (b) regulating tariffs of the dominant market players and (c) procuring that there is no discrimination with respect to access to telecommunications services. Currently operators must obtain the AICs
approval for any increase of tariffs. The list of natural monopolies is determined in a governmental registry and approved, maintained and controlled by the Agency on the Regulation of Natural Monopolies.

The Agency for Competition Protection oversees the maintenance of anti-monopoly legislation and regulates the market players holding
dominant positions in the relevant market in Kazakhstan. As a general rule, to be recognized as a dominant player, an operator must control individually 35% or more of the relevant market. The list of dominant players is determined in a governmental
registry and approved, maintained and controlled by the Agency for Competition Protection. Currently, the list contains two wireless telecommunications operators, KaR-Tel and GSM Kazakhstan LLP, which operates under the brand name
K-Cell.

The Agency for Competition Protection may introduce additional regulations for dominant market players in
accordance with the legislative requirements set forth in the Law No 112-IV On Competition, dated December 15, 2008.

Telecommunications tariffs of dominant market players are subject to governmental regulation, pursuant to Governmental Decree No. 1277, dated December 23, 2006. The Kazakhstan Communications Law states that tariffs must contain
equal conditions for all telecommunications subscribers and must be based on reasonable and fair expenses.



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Beginning on January 1, 2006, telecommunications providers are no longer required to
use the state-controlled fixed-line operator, Joint Stock Company Kazakhtelecom, to interconnect between networks and are now permitted to interconnect directly with other operators in accordance with interconnect agreements. The
structure of interconnect agreements is set by the AIC, and dominant operators are required to enter into an interconnect agreements with any operator requesting interconnection.

Provision of fixed-line services is a licensed activity in Kazakhstan. There are three types of licenses in for fixed-line services in
Kazakhstan: (i) a local telecommunications services license permitting the provision of services within a certain city or locality; (ii) an inter-city telecommunications services license; and (iii) an international telecommunications
services license. Under Kazakhstan Communications Law, only holders of international and inter-city telecommunications license are permitted to transit traffic and only holders of international telecommunications services license are entitled to
enter into direct interconnect agreements with foreign operators. Interconnection between telecommunications operators in Kazakhstan is regulated by the government. A mandatory form of interconnect agreement for a dominant operator is issued by AIC
in accordance with Kazakhstan Communications Law and respective Rules.

On December 25, 2008 a new law No. 112-IV
On Competition was adopted. The law defines the regulatory basis for the protection of rights of market players and consumers from monopoly activity, anti-competition actions of state bodies and unfair competition. This law is intended
to protect competition and its development. The law dated July 9, 1998 No 272-I On natural monopolies and regulated markets regulates activity in the spheres of natural monopolies, regulated markets, consumer rights, subjects of
natural monopolies and subjects of regulated markets. This law regulates tariffs for the services by market players.

Regulation of
Telecommunications in Armenia

General Regulatory Overview

The Republic of Armenia is currently transitioning its telecommunications sector from a monopoly dominated by its national operator, Joint
Stock Company ArmenTel, or ArmenTel, to a competitive developed market. Regulation of the Armenian telecommunications industry currently consists of the Law on Electronic Communications, dated July 8, 2005 (effective
September 3, 2005), and other laws and decisions of the Commission on Regulation of Public Services of the Republic of Armenia, or the Regulator, which is the national regulatory agency. The other relevant government body with respect to the
telecommunications sector is the government of the Republic of Armenia, or the Authorized Body (as described in more detail below).

The primary functions of the Law on Electronic Communications, which was drafted with the technical assistance and recommendations of the Word Bank, the ITU and other international organizations, are to:



| |  |  | determine the rights, liabilities and duties of end-users, operators of public electronic communications networks, providers of public electronic
communications services, operators of private electronic communications networks and state authorities in relation to the regulation of the electronic communications sector;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establish, develop and exploit the electronic communications networks and allow for the provision of electronic communications services; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maintain state control and supervision over the allocation and use of limited resources such as radio spectrum, orbital slots and numbers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

Armenian Regulatory Authorities

There are two relevant regulatory authorities in the Republic of Armenia with regards to the telecommunications sector: (i) the Authorized Body and (ii) the Regulator.

The Law on Electronic Communications, authorizes the Authorized Body, which is defined as the state administrative agency, to
(i) determine policy regarding the development of the telecommunications sector, (ii) prepare general policy and objectives regarding the provision of universal services in Armenia and (iii) allocate particular portions of radio
spectrum for specific types of use.



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Pursuant to the Law on Electronic Communications, the primary functions of the Authorized
Body that are relevant to our business include:



| |  |  | adopting and modifying regulation containing the Armenian Table of Frequency Allocations, while the Government establishes the procedure for frequency
management coordination committee meetings and discussions;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | modifying the Armenian Table of Frequency Allocations to allocate radio spectrum for commercial use;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | detecting and locating radio emissions not in conformity with legislation;
| | - |  | --------------------------------------------------------------------------



| |  |  | investigating and inspecting, when authorized by appropriate warrant, the use of radio transmission equipment;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | implementing Armenias commitments to international treaties in the electronic communications sector, as appropriate;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | representing the Republic of Armenia in the International Telecommunication Union and other international telecommunications organizations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adopting technical standards; and
| | - |  | ---------------------------------



| |  |  | issuing certifications authorizing production, import, installation or use of radio transmission equipment.
| | - |  | -----------------------------------------------------------------------------------------------------------

The Regulator is established under the Law on the Public Utility Regulator of the Republic of Armenia. The law defines the scope of the
Regulators authority and the structure and activities of the Regulator. It grants the Regulators decisions full legal force with regard to separate operators and the telecommunications industry as a whole.

The primary functions of the Regulator that are relevant to our business include:



| |  |  | implementing competition in the provision of public electronic communications services and networks;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | regulating public electronic communications networks and services;
| | - |  | ------------------------------------------------------------------



| |  |  | with respect to radio communication, allocating particular portions of the radio spectrum under its
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | control for specific purposes; and
| | - |  | ----------------------------------



| |  |  | adopting justified, fair and transparent resolutions that conform to laws and public interest and establishing procedures for implementation of
resolutions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

The Regulator officially published the long-term and short-term policy goals in the
telecommunications area, which are reflected in the Law on Electronic Communications and the Regulators decisions. The long-term goals include (i) creating conditions for smooth liberalization of telecommunications market,
(ii) providing for effective use of resources, (iii) creating conditions for market competition and (iv) introducing a model of universal services. The short-term goals include (i) licensing (including permits for the use of
radio frequencies), (ii) managing the radio frequency spectrum, (iii) protecting market competition and (iv) providing universal services (including study of necessities, making decisions about tariffs and mechanism of financing).

The Regulator adopted rules on rendering VoIP services (effective from October 1, 2007) and rules on publication of
tariffs and conditions of rendering services of data transfer and Internet access (effective from January 1, 2009).

Licensing to
Provide Telecommunications Services and Radio Frequency Allocation.

In Armenia, the operation and management of the public
electronic communication network, voice and mobile communication services, telegraphic communication services, data communication services and connection to the Internet; and television and radio broadcasting services are subject to licensing. A
person may own and operate a public electronic communications network in Armenia only if that person holds an operators license, and a person may provide public electronic communications services only if that person holds either a
providers license or operators license. Under the Law on Licensing, the grant of exclusive rights and privileges



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is prohibited. Therefore, Armentels License No. 60 was amended (effective October 1, 2007) and grants no exclusive rights and privileges to ArmenTel though the company is also
considered a dominant operator under Armenian competition law.

Along with an operators license, an operator must also
have authorization to use radio frequencies in order to operate and provide an electronic communications network or service. The Regulator issues frequency authorizations to persons to use specific portions of the radio spectrum and is authorized to
suspend or terminate frequency authorizations in accordance with the relevant procedures. Following submission of an application by a licensee, the Regulator may renew the frequency authorization for a period equal to the period for which the
original authorization was granted. The Regulator may also make a decision to limit the number of frequency authorizations based on availability of radio frequencies. If such a decision has been made, authorizations are awarded on the basis of
competitive applications or auction. The Regulator also has the authority to adopt rules allowing (i) granting shared use of limited resources to multiple applicants, and (ii) auctioning of licenses or authorizations absent any limitation
on resources if such auction is in the best interests of the people of Armenia.

Properly certified terminal equipment may be
connected to the operators public electronic communications network provided such connection does not cause physical or technical harm to the network. In accordance with the Law of the Republic of Armenia on Certification, only certificated
equipment may be imported and connected. Certification is conducted by commercial organizations that have the required licenses.

A new numbering plan for the Republic of Armenia was recently adopted by the Regulator. Although a fee for numbering resources has not yet been established, we expect a numbering resource fee to be introduced in the future. The Regulator
has asked all operators to provide information on the amount of numbering resources being used and, based on that information, we expect the Regulator will determine the subsequent official distribution of the numbering resources. Prior to this
determination, all numbering resources were exclusively at the disposition of ArmenTel.

Pricing, Competition and Interconnections

According to the Law on Protection of the Economic Competition (effective December 15, 2000), ArmenTel is considered a
dominant operator. All dominant operators must publish information concerning the location and available capacity of their line facilities in accordance with the requirements set by the Regulator. Any dominant operator that owns a line facility must
allow any other operator to lease the capacity of such line facility. Each operator shall, upon request, interconnect its public electronic communications network with the public electronic communications network of any other operator. Each dominant
operator must provide interconnection for the provision of public electronic communications services and must submit an interconnection offer to the Regulator.

In the course of regulating prices, the Regulator must ensure that service providers recover a reasonable rate of return on the value of their investments directed to public services. This may include
uneconomic or inefficient investments that are geared towards the advancement of technology or public policy. When determining the rate of return, the Regulator takes into consideration international benchmarks and features distinct to the Republic
of Armenia.

The Regulator is responsible for determining the tariffs related to use of specific public electronic
communications services provided by the dominant service providers and the Regulator may regulate with respect to tariffs on specific public electronic communication services provided by non-dominant service providers, provided such regulation is
necessary to promote competition and the public interest. Tariffs on services of fixed communication are subject to regulation in accordance with a list prepared by the operator and reviewed and approved by the Regulator. Tariffs on services of
mobile communication are not regulated with regard to calls made from fixed networks to mobile networks. The list of regulated services of fixed communication of ArmenTel, together with the method of calculation of tariffs, has been presented to the
Regulator for consideration and approval. The Regulator has refused the method of calculations of tariffs proposed by the ArmenTel and has approved its own tariff methodology (effective from May 20, 2008).

Subject to reasonable rates and conditions, an operator may provide physical collocation of its equipment with another operator or service
provider, if it is necessary for interconnection with or access to its public electronic communications network. An operator may only provide for virtual collocation with another operator or service provider if another operator demonstrates that
physical collocation is not practical for technical reasons or because of space limitations. Collocation includes provision of space, power and lights as well as cross connections between the collocated equipment and switches or loops designated by
the collocating operator or service-provider. An operator may make available to any operator or service provider such public electronic communications network infrastructure, technology, information, facilities and functions as may be requested by
such operator or service provider for the purpose of enabling them to provide services.



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The Regulator has approved conditions of connecting a licensed provider to a
telecommunication operators network (effective from March 1, 2009) and rules on disclosure of information about network infrastructure and other technical regulations related to telecommunication operators. These rules are not effective
yet.

Regulation of Telecommunications in Uzbekistan

General Overview

The main statutes that govern the telecommunications
industry in the Republic of Uzbekistan in relation to our company are the laws (i) On Communications No. 512-XII, dated January 13, 1992 (as amended); (ii) On the Radio Frequency Spectrum, dated
December 25, 1998; (iii) Protection of Consumers Rights, dated April 26, 1996; (iv) Telecommunications, dated August 20, 1999; and (v) Licensing Certain Types of Business, dated May 25, 2000. These laws
determine the general legal and economic basis for organizing communications systems, establishing rights and duties of a company in terms of ownership, use, disposal and management of communications equipment when setting up and operating
communications networks and providing communications services.

The government authorities responsible for supervising the
telecommunications industry in the Republic of Uzbekistan are the Republic of Uzbekistan Cabinet and a specially authorized telecommunications agency. In accordance with the Telecommunications Law, businesses offering communications services in the
Republic of Uzbekistan may be privately or publicly held by Uzbek or foreign national individuals or legal entities. All owners of telecommunications networks have equal rights and enjoy equal protection guaranteed by the law and the legislation
imposes no restrictions on foreign investors.

Uzbek Regulatory Authorities

The Uzbek Agency for Communications and Information, or the Agency, is the specially authorized state administration authority that is
responsible for regulating the telecommunications industry in the Republic of Uzbekistan. The Agency is the successor to the Ministry of Communications, which ceased to exist in accordance with Presidential Decrees No. UP-1823, dated July 23,
1997 and No. UP-3358, dated December 9, 2003:

The Agencys powers are set out in the Telecommunications Law and may
be supplemented by presidential decrees or cabinet decrees. Regulatory acts promulgated by the Agency within its terms of reference are binding on all individuals and legal entities. The Agencys primary functions relevant to our business
include the following:



| |  |  | drafting national programs for development of telecommunications,
| | - |  | -----------------------------------------------------------------



| |  |  | elaborating standards and rules for telecommunications,
| | - |  | -------------------------------------------------------



| |  |  | granting licenses to legal entities for telecommunications,
| | - |  | -----------------------------------------------------------



| |  |  | regulating tariffs for certain types of telecommunications services and inter-network telecommunications links,
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | organizing certification of telecommunications equipment, and
| | - |  | -------------------------------------------------------------



| |  |  | drawing up numbering schemes and managing the numbering plan for telecommunications networks.
| | - |  | ---------------------------------------------------------------------------------------------

The Agency also issues licenses necessary to provide and operate Internet services.

The Agencys structure includes such organizations as the State Communications Inspectorate, the State Radio Frequency Committee, the
Centre for Electromagnetic Compatibility, the Centre for Monitoring Mass Communications, and the Centre for Scientific and Marketing Research, among others.

The State Communications Inspectorate for State Supervision of Postal and Telecommunications Businesses, or the Supervisory Body, is responsible for monitoring compliance by telecommunications companies
with license requirements and conditions.



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Licensing to Provide Telecommunications Services and Radio Frequency Allocation

Legal entities and individuals conducting the following activities are subject to licensing: design, construction and operation and provision
of telecommunications services for local networks, interurban networks, international networks, mobile telephony networks, paging networks, data transfer networks, and television and radio broadcasting networks. The Agency is responsible for
granting licenses relating to the telecommunications industry. A license is also required in order to provide services in terrestrial communications (local, interurban and international networks).

The Agency may refuse to issue a license or renew an existing license if: (i) the applicant submits improperly drawn up documents or
documents containing inaccurate information or misrepresentations or (ii) the applicant fails to meet licensing requirements and conditions and tender conditions. Refusal to issue a license for other reasons, including the reason that it is
inexpedient to do so, is prohibited. The Agency may suspend a license for no more than ten business days under certain conditions. A license can only be suspended for more than ten days pursuant to a court order.

The Agency has the authority to terminate a license by court order where the licensee (i) repeatedly breaches the license requirements
and conditions, (ii) commits a single gross breach of the license requirements and conditions and (c) fails within the period specified by the licensing or supervisory body to remedy defects which entail license suspension. Upon a
licensees request for termination, expiry of the term or winding up of a licensed entity, the licensing authority may also terminate a license.

The Agency, the Ministry of Defense and the Cabinets Government Communications Service all have the right to allocate radio frequencies to public and private operators. The Agency is the
coordinating body authorized to resolve problems and implement state policy in communications, information and use of the radio frequency spectrum. The Ministry of Defense is responsible for monitoring and supervising the use of radio frequencies in
order to secure the defense and security of the Republic of Uzbekistan and the Cabinets Government Communications Service, or the SPS, is responsible for supervising safe radio navigation for flights and the aeronautical mobile service in the
radio bands allocated by the GKRCh.

Specific radio frequencies are granted to users in accordance with a national table of
radio frequency allocation. The allocation of radio frequencies among users of the radio frequency spectrum may take place on the basis of a tender or the results of an auction. The radio frequency spectrum is allocated to users for a specific term
as prescribed in the permit from the radio frequency authority or in the contract for use and use of the radio frequency spectrum must be paid for. Relations between the GKRCh and the TsEMS and radio frequency users arise on a contractual basis. The
Agency may suspend or restrict the right to use radio frequencies in terms of time and/or geographical area. Since for commercial purposes radio frequencies are allocated, as a rule, on a secondary basis, then in case of withdrawal, suspension or
restriction of the right to use the radio frequency spectrum no compensation is payable.

In accordance with the requirements
of the Telecommunications Law, telecommunications equipment, including line-terminating apparatus, used in telecommunications networks within the Republic of Uzbekistan is subject to certification for compliance with established standards and
technical specifications.

Pricing, Competition and Interconnection

Uzbek law provides that state policy for the prevention of monopolistic activity and unfair competition by businesses, state administrative
authorities and also local state executive authorities is implemented by the State Committee for Demonopolization and Support of Competition and Entrepreneurship, or the Antimonopoly Authority. In addition, the Agency is authorized, together with
the Antimonopoly Authority, to monitor the work of businesses which are natural monopolies in the sphere of telecommunications.

A position is said to be dominant where a business or group of persons has a market share of 65% or more. If a business holds a market share of between 35 to 65%, it may be deemed to have a dominant position, subject to a determination by
the Antimonopoly Authoritys based on the size of market share, the stability of the businesss market share, the share taken by competitors, ease of access to the market for new competitors and other criteria relevant to the given market.
Currently no mobile network operator has been declared a monopolist or a business with a dominant position in the market for telecommunications services.

Under Uzbek law, mobile network operators may fix the tariffs for their telecommunications services independent of approval by the Ministry of Finance on the basis of analyzing the market.



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Mobile network operators are permitted to arrange mutual connections (including with
Uzbektelecom AK) for domestic traffic in accordance with contractual terms and conditions, although there are certain restrictions regarding international traffic. Pursuant to the requirements of Cabinet Decree No. 453, dated September 29,
2004 Additional Measures for the Privatization of Uzbektelecom AK, communications operators are entitled to connect to international networks exclusively via the technical resources of Uzbektelecom AK.

Regulation of Telecommunications in Ukraine

The Law of Ukraine On Telecommunications, or the Telecommunications Law, which came into effect on December 23, 2003 and the Law of Ukraine On Radio Frequency Resource, or the
Frequency Law, the revised version of which came into effect on August 3, 2004, are the principal legal acts regulating the Ukrainian telecommunications industry. The Telecommunications Law proposed the adoption of various regulations by the
Ukrainian Government and other governmental authorities to supplement the legal framework of the telecommunications industry. As of May 14, 2009, the date of our Annual Report on Form 20-F for the year ended December 31, 2008, a majority of the
orders and regulations proposed by the Telecommunications Law and Frequency Law have been promulgated. The new Plan for Using the Radio Frequency Resource of Ukraine, which provides directions for the use of radio frequency resources, indicates
particular frequency bands and allows for radio technologies, periods of operation and perspective technologies was adopted in 2006. In October 2008, the Cabinet of Ministers approved the changes to the above-mentioned plan which allows the
implementation and usage in Ukraine of such radio technologies as mobile communication of third generation (UMTS) and technologies of broadband access to Internet WiMAX

The Telecommunications Law sets forth general principles for the regulation of the telecommunications industry in Ukraine, including a description of the institutional framework for the governments
involvement in the regulation, administration and operation of the telecommunications industry in Ukraine. The most important aspects of the Telecommunications Law with respect to our company address the governments authority to:



| |  |  | license wireless (mobile) telecommunications service providers,
| | - |  | ---------------------------------------------------------------



| |  |  | allocate radio frequencies,
| | - |  | ---------------------------



| |  |  | certify telecommunications equipment,
| | - |  | -------------------------------------



| |  |  | allocate numbering capacity,
| | - |  | ----------------------------



| |  |  | ensure fair competition and freedom of pricing, and
| | - |  | ---------------------------------------------------



| |  |  | conduct oversight of operators compliance with the terms of their licenses and Ukrainian law.
| | - |  | ----------------------------------------------------------------------------------------------

Under the Telecommunications Law, all service providers have access to the Interconnected Telecommunications Network, or ITN, which is a
centrally managed complex telecommunications network owned by various enterprises and Ukrainian governmental agencies. Each service provider has the right to interconnect its networks with the ITN provided that the individual service provider
complies with the connection conditions set forth in its license.

In order to establish and commercially launch a wireless
telecommunications network, a company must receive, among other things:



| |  |  | a license to provide wireless (mobile) telephony services using a specific standard and band of radio frequency spectrum, collectively referred to in
this section as a telecommunications license;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a license to use specified bands of radio frequency for its radio electronic devices, or REDs, referred to in this section as a frequency license;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | certificates on electromagnetic compatibility and operating permits for its REDs; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | a decision on allocation of numbering resources.
| | - |  | ------------------------------------------------

In addition, telecommunications providers must use telecommunications equipment that is certified as complying with specified technical requirements.



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Regulatory Authorities

According to the Telecommunications Law, the Cabinet of Ministers, the Ministry of Transportation and Communications, and the National Commission on Regulation of Communications (NCRC) are the
main governmental authorities managing the telecommunication industry.

The Cabinet of Ministers is responsible for forming
general policy, ensuring equal rights for developing the forms of ownership, managing state owned assets and directing and coordinating ministries and other central governmental bodies in the area of telecommunications. The Ministry of
Transportation and Communications develops state policy proposals in the area of telecommunications and is responsible for their realization. The Ministry also has the authority to prepare drafts of laws and other legislation, define the quality
requirements for telecommunications services and technical standards for telecommunications equipment and exercise other authority as authorized by legislation.

The NCRC is the main regulatory and controlling body in the area of telecommunications and use of radio frequencies is authorized by the Telecommunications and Frequency Laws, as well as by The Cabinet of
Ministers of Ukraine Resolution On National Commission on Regulations of Communications, No. 971, dated July 25, 2007 (as amended). The NCRC issues licenses for the provision of licensed telecommunications services and the use
of radio frequencies, maintains registries of telecommunications operators, allocates numbering capacity to telecommunications operators and controls the quality of telecommunications services.

Licensing to Provide Telecommunications Services and Radio Frequency Allocation

Fixed and wireless telephone services (including technical maintenance, operation of telecommunications network and lease of channels),
television and radio networks and leases of local, intercity and international telecommunication channel to third parties are all subject to licensing. Additionally, the use of radio frequencies is subject to licensing. A frequency license includes
the radio frequency bands allocated for carrying out a telecommunications activity, the list of regions where the radio frequencies may be used, dates of the exploitation of the frequency resource and the type of radio technology to be utilized.

A license can be terminated upon (i) a licensees request to terminate the license; (ii) inaccurate
information in the license application documents; (iii) the transfer of the license to another legal entity or natural person for carrying out the licensed activity; (iv) the failure of the operator or provider of telecommunications
services to implement an administrative order to cure breaches of the license terms; (v) a repeated breach by the licensee of license terms during the term of a license; or (vi) annulment of state registration of the licensee.

Additionally, a telecommunications license must be reissued if there is (i) a change in name of the license holder; (ii) a
change of legal address; or (iii) a reorganization of a legal entity-business entity through a change of its organizational and legal form, transformation, merger or consolidation.

A frequency license will be cancelled if (i) the use of a radio frequency resource allocated by the license is not initiated by the
licensee within the established period if the license; (ii) the licensee terminated use of the radio frequency resource, allocated by the license for a period that exceeds one year; or (iii) the licensee failed to fully implement the radio
frequency resource, allocated by the license within the established period.

A telecommunications operator is required to pay
a fee for the allocation of numbering capacity. Currently, the fee for obtaining one local telephone number for provision of fixed telephone services is 30 hryvnia (or approximately US$4.0). The NCRC, by its Decision of September 1, 2007,
prohibited use of local telephone numbers in wireless networks.

Pricing, Competition and Interconnections

The Telecommunications Law allows wireless service operators to establish tariffs (rates) for the wireless services provided to subscribers,
with the exception of tariffs on universal services and data traffic channeling by telecommunications operators that occupy a significant position on the respective market. This provides for competition between Ukrainian wireless services operators.
The law requires operators to publish tariffs established by the operators themselves no less than seven calendar days prior to implementation of the tariff.

According to the Telecommunications Law, where a telecommunications operator sets prices on its services pursuant to hourly tariffs and makes settlements with consumers by certain units of time (e.g.,
minutes or seconds), it should take into account only full tariff units of time.



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Applicable law currently does not establish a limitation on collecting payments for incoming
calls (i.e., mandatory calling party pays system) by wireless services operators. A provision prohibiting collecting payments for incoming calls was adopted on November 21, 2002, but was later abolished after adoption of the
Telecommunications Law (November 18, 2003). The main telecommunications operators have not come back to collecting payment for incoming calls, which was a widespread practice before November 2002.

Effective July 15, 2006, the NCRC introduced new tariffs for provision of voice services to fixed line subscribers. As a result of the
tariffs re-balancing policy, the tariffs for local calls and monthly fees increased and tariffs for DLD/ILD calls decreased. Effective November 1, 2006, the NCRC continued the tariff re-balancing process by increasing the tariffs for
local calls and monthly fees and by decreasing the tariffs for fixed-to-mobile calls. On October 28, 2006, the Verkhovna Rada approved the amendments to the Telecommunications Law which changed the list of the telecommunication service tariffs
subject to the public regulation. Under new regulation, tariffs for DLD/ILD calls were excluded from the public regulation. The amendments also exclude fixed-to-mobile calls from the public tariff regulation. As a result of these changes, we expect
increased competition from the incumbent operators in the DLD/ILD services market.

The Telecommunications Law regulates the
interconnection of telecommunication networks, including the obligations of wireless service providers and providing conditions for the conclusion, modification and termination of interconnection agreements. The NCRC regulates interconnections
involving dominant operators, including the technical, organizational and economic terms of the interconnection and estimated tariffs for access to the network.

Wireless services operators are not obligated to interconnect with a dominant operator in order to use its facilities for the backbone connection (trunk or intercity fixed network). As a rule,
a telecommunications license permits an operator to build its own backbone network throughout the country.

Interconnection
contracts and agreements between telecommunication operators in Ukraine and foreign telecommunication operators are governed by recommendations issued by the International Telecommunications Union.



|ITEM 4A. | Unresolved Staff Comments
|-------- | -------------------------

None.



|ITEM 5. | Operating and Financial Review and Prospects
|------- | --------------------------------------------

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 20-F/A. This
discussion contains forward looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward looking statements as a result of numerous factors, including the risks discussed
in the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk Factors and elsewhere in this Annual Report on Form 20-F/A.

Overview

We are a telecommunications operator, providing voice and data services through a range of mobile, fixed and broadband technologies. The VimpelCom group of companies includes companies operating in Russia, Kazakhstan, Ukraine, Uzbekistan,
Armenia, Tajikistan and Georgia as well as in the Socialist Republic of Vietnam and the Kingdom of Cambodia, covering territory with a total population of approximately 340.0 million. With our acquisition of Golden Telecom, a leading provider of
fixed-line telecommunications and Internet services in Russia, we have transformed VimpelCom into a leading integrated telecommunications provider in Russia and the CIS. We intend, wherever possible, to offer all of our integrated telecommunication
services under the Beeline brand name, although, some services still carry local brands because of recent acquisitions.

Our net operating revenues were US$10,116.9 million for the year ended December 31, 2008, compared to US$7,171.1 million for the year ended December 31, 2007. Our operating income was US$ 2,536.0 million for the year ended
December 31, 2008, compared to US$2,206.2 million for the year ended December 31, 2007. Net income attributable to VimpelCom was US$524.3 million for the year ended December 31, 2008, compared to US$1,462.7 million for the year ended
December 31, 2007.



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Our selected financial data, consolidated financial statements and related notes included
elsewhere in this Annual Report on Form 20-F/A and the following discussion and analysis reflect the contribution of the operators we acquired from their respective dates of acquisition, and, as a result, include only 11 months of operating results
for Uzbekistan for the fiscal year ended December 31, 2006, less than two months of operating results for Armenia for the fiscal year ended December 31, 2006, six months of operating results for Georgia for fiscal year ended
December 31, 2006 and ten months of operating results for Golden Telecom for fiscal year ended December 31, 2008.

Reportable
Segments

Historically, we reflected our reportable segments on a geographical basis. Starting from the date of acquisition
of Golden Telecom, we identified Russia mobile, Russia fixed, CIS mobile and CIS fixed reporting segments based on the business activities in different geographical areas. Russia mobile includes the operating results of all mobile operations in
Russia. Russia fixed includes wireline telecommunication services, broadband and consumer Internet. CIS mobile includes the operating results of all mobile operations in Kazakhstan, Ukraine, Tajikistan, Uzbekistan, Georgia and Armenia. CIS fixed
includes fixed line operations in Kazakhstan, Ukraine, Armenia and Uzbekistan. Our management analyzes the reportable segments separately because of the different economic environments and the different stages of development in different
geographical areas, requiring different investment and marketing strategies. For more information on our reportable segments, please see Note 20 to our audited consolidated financial statements included elsewhere in this Annual Report on Form
20-F/A.

Because our companys operations in the fixed line business were not significant prior to our acquisition of
Golden Telecom in 2008, this discussion and analysis does not include information for our Russia fixed and CIS fixed reportable segments for periods prior to 2008.

Restatement of Our Consolidated Financial Statements

As discussed in the
Explanatory Note to this Annual Report on Form 20-F/A, we have restated our audited consolidated financial statements as of December 31, 2008 and for the year then ended, and have amended related disclosure. The restatement did not impact total
assets or total liabilities as reported in our balance sheet as of December 31, 2008 but did require adjustments of US$469.6 million to our total equity, with this amount moving to temporary equity under the line item Redeemable noncontrolling
interest. In addition, while the restatement did not impact net income attributable to VimpelCom as reported in our statement of income for the year ended December 31, 2008, adjustments to the additional paid-in capital resulting from the
restatement did reduce the numerator in the calculation of earnings per share, resulting in a decrease in earning per share from US$10.34 to US$10.32.

The restatement relates to the accounting for our contractual redemption arrangements relating to a 25.0% noncontrolling interest in Limnotex owned by Crowell. Limnotex is the parent company of KaR-Tel,
our operating subsidiary in Kazakhstan. On June 28, 2008, we amended our existing contractual arrangements with Crowell to include new put and call option arrangements with respect to the remaining 25.0% share in Limnotex held by Crowell. As of
December 31, 2008, the put option was exercisable by Crowell between January 1, 2010 and December 31, 2010 at a fixed price. As of December 31, 2008, the call option was exercisable by our company any time between the date of delivery of
KaR-Tels 2008 audited financial statements and December 31, 2011, at a price determined by a fair value-based pricing mechanism, and we were required to exercise the call option in full by December 31, 2011. For more information, see
Liquidity and Capital ResourcesInvesting ActivitiesOther Acquisitions.

The restatement corrects
our application of EITF Topic D-98, Classification and Measurement of Redeemable Securities, in accounting for the above-described contractual redemption arrangements relating to the noncontrolling interest in Limnotex.

Previously, we accounted for the noncontrolling interest in Limnotex at its historical cost basis within permanent equity under the line
item Noncontrolling interest in our balance sheet as of December 31, 2008. However, this accounting treatment was incorrect because following the June 28, 2008 amendments to the contractual redemption arrangements the decision to
purchase the noncontrolling interest in Limnotex was not solely in our control. Accordingly, we determined that the noncontrolling interest in Limnotex should have been classified as temporary equity under the line item Redeemable
noncontrolling interest in our balance sheet as of December 31, 2008 and recorded at its estimated fair value on the June 28, 2008 date of the amendments.

For each period subsequent to June 28, 2008, the temporary equity amount is written up over time so that upon the expiration of the contractual redemption arrangements the value of the temporary equity
equals the price to be paid for the 25.0% noncontrolling interest in Limnotex. The temporary equity amount is first credited with its share of earnings of Limnotex for the applicable period, and, to the extent that this amount is less than the
required write up for the period, the difference is charged to additional paid-in capital. The charge to additional paid-in capital does not affect the net income attributable to VimpelCom as reported in our statement of income for the year ended
December 31, 2008, but it does reduce the numerator in the calculation of earnings per common share. This resulted in a US$0.02 decrease in our earnings per common share for the year ended December 31, 2008.

For more information about the restatement and the related adjustments, see Note 23, Restatement of the
Measurement of Noncontrolling Interest, and Note 18, Earnings per share, to our consolidated financial statements included elsewhere in this Annual Report on Form 20-F/A.

We have also presented our consolidated financial statements and related financial information in this Annual Report on Form 20-F/A as adjusted for our adoption of SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. As more fully discussed in Note 2, Recent Accounting Pronouncements, to our consolidated financial statements included elsewhere in this Annual Report on Form 20-F/A, we
implemented the accounting provisions of SFAS No. 160 on a prospective basis from January 1, 2009 and applied it on a retrospective basis in accordance with the presentation and disclosure requirements of SFAS No. 160.

Recent Developments

On
February 11, 2009 VimpelCom submitted to the Russian Federal Financial Markets Service documentation required for the potential issuance of Russian ruble-denominated bonds through LLC VimpelCom-Invest, a wholly owned subsidiary of VimpelCom.
The bonds may be issued depending on VimpelComs funding needs within a period of one year from the date on which the Russian Federal Financial Markets Service registers the submitted documentation. The proposed amount of the issue is up to
30,000.0 million Russian rubles, which is the equivalent of approximately US$835.0 million at the Central Bank of Russia exchange rate as of February 11, 2009. The bonds will be guaranteed by VimpelCom.

The proposed maturity period is five years. The coupons are to be paid semiannually. Bond holders will have the right to sell their bonds to
VimpelCom-Invest earlier under conditions which will be determined prior to the public placement. The bonds may be issued in three series with face values of 10,000.0 million Russian rubles for each, and the coupon rate for each series will be
determined for the period prior to exercise of the put-option or redemption, depending on market conditions. The annual interest rate will be defined as the result of a public placement.

VimpelCom intends to use the proceeds from the bonds for refinancing of its existing indebtedness denominated in foreign currency and the
development of VimpelComs core business. There is no assurance that VimpelCom will be able to issue these bonds or that if it does issue the bonds, that it will be able to issue bonds for the full amount intended.

On March 10, 2009, VimpelCom signed a three year loan agreement with Sberbank in the amount of 8,000.0 million Russian rubles,
which is the equivalent of approximately US$223.9 million at the Central Bank of Russia exchange rate as of March 10, 2009.



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The loan bears an annual interest rate of up to 19.0% and matures on December 27, 2011. The indebtedness under this loan agreement is secured by the pledge of telecommunications equipment
with a Russian ruble value equivalent to US$235.5 million at the Central Bank of Russia exchange rate as of March 10, 2009.

On March 10, 2009, VimpelCom signed a four year loan agreement with Sberbank in the amount of US$250.0 million. The loan bears an annual interest rate of up to 13.0% and matures on December 27, 2012. The indebtedness under this
loan agreement will be secured by the pledge of telecommunications equipment with a value of US$257.5 million.

On
March 24, 2009, VimpelCom signed a seven year loan agreement with HVB in the amount of US$160.2 million. The facility is guaranteed by EKN export credit agency. The facility is to finance equipment and services provided to VimpelCom by Ericsson
on a reimbursement basis. The principal amount will be repaid in 14 equal semi-annual payments plus interest equal to 6-month LIBOR + 1.95% per annum. The maturity date of the loan is 2016.

Trends in Operating Results

We have significantly expanded both the scale and scope of our business in recent years which has resulted in considerable growth in our net operating revenues. In 2008 we increased both our mobile and fixed business in Russian Federation
and CIS, added through the acquisition of Golden Telecom.

In 2008, the organic growth in our net operating revenues came
predominantly from Russia mobile reporting segment, which represented 72.3% of our net consolidated operating revenue, as compared to 84.9% for 2007. We have increased our net operating revenues primarily by increasing our total mobile subscriber
base, as well as by extracting additional revenues from our existing mobile subscribers. Our mobile subscriber base in Russia increased to 47.7 million as of December 31, 2008, from 42.2 million as of December 31, 2007. As the
mobile market in Russia has approached saturation, we are focusing less on subscriber market share growth and more on revenue growth in Russia, as a result our ARPU in our Russia mobile segment increased to US$13.9 in 2008 from US$12.6 in 2007. In
the future, our key components of the growth strategy in our mobile business in Russia will be to increase our share of the high value subscriber market and to improve subscriber loyalty.

Net operating revenue from Russia fixed operating segment, appearing first in 2008, comprised US$1,286.7 million excluding intercompany
transactions, and comprised 12.7% of our net operating revenue. Our traffic volume in Russian fixed line business was increasing over the year, predominantly from the business and corporate services and interconnect services using our fiber optic
and satellite-based networks. Although our revenue growth is strong, our overall margins continue to be impacted by costs increases for services received from monopolistic incumbent operators and price competition from other carriers. In the future
we expect that our growth in fixed line business will come primarily from broadband and business and corporate services.

In
our CIS mobile segment, we will focus on strengthening our commercial operations, in order to provide increased levels of coverage and service for our customers, and on subscriber growth. Most of the mobile markets in the CIS are still in a phase of
rapid subscriber growth with penetration rates substantially lower than in Russia, including Kazakhstan (92.7%), Uzbekistan (45.3%), Tajikistan (47.5%), Georgia (83.5%) and Armenia (79.3%) As the infrastructure for mobile networks improves
and the use of mobile devices becomes more widely-accepted, we expect substantial increases in the number of new subscribers using mobile services and we believe we are well-positioned to capitalize on this growth. Going forward, we expect the
contribution of our mobile operations in these countries to our financial results to increase at a higher proportionate rate than our mobile operations in Russia. Like Russia, the mobile penetration rate in Ukraine is over 120.8% and accordingly,
the opportunity for subscriber growth in Ukraine is less than the opportunity in other countries of the CIS in which we operate. In the future, we expect our mobile subscriber growth will come primarily from our operations in countries where the
mobile markets have not reached saturation, specifically Uzbekistan, Tajikistan and Georgia.

In 2007 our revenue from the
fixed line business was only from our Armenian operations, while in 2008 our fixed line revenue significantly increased after the acquisition of Golden Telecom. In 2008 fixed line revenue in the CIS comprised US$225.1 million excluding intersegment
transactions or 2.2% of total net operating revenues and was derived from operations in Armenia (US$148.3 million), Ukraine (US$96.1 million), Kazakhstan (US$19.1 million) and Uzbekistan (US$9.3 million (all amounts presented including intersegment
revenues)).

In 2008 because of the consolidation of Golden Telecoms business, we experienced a somewhat dilutive effect
on our gross margins due to the generally lower margins associated with fixed-line telecommunications businesses as compared to mobile businesses. Traditionally, our mobile gross margin varied between 80-82%. Gross margins for fixed business depend
on the dynamics of its business services, wholesale services and, residential operations, since their gross margins are different (around 55%, 25% and 30-40% respectively). We expect that our future gross margin will be affected by the development
of each service and its share in total revenue. Currently, the low margin wholesale operation is about 40% of revenue from fixed operations.



Certain Performance Indicators

The following discussion analyzes certain operating data, such as mobile and broadband subscriber data, mobile and broadband ARPU, total average monthly minutes of use per mobile subscriber, or mobile MOU, and churn rate of our mobile
subscribers that are not included in our financial statements but are included in this Annual Report on Form 20-F/A. We provide this operating data because it is regularly reviewed by management and because management believes it is useful in
evaluating our performance from period to period as set out below. We believe that presenting such information about mobile and broadband subscriber data and ARPU and mobile MOU is useful in assessing the usage and acceptance of our mobile and
broadband products and services, and that presenting our mobile churn rate is useful in assessing our ability to retain mobile subscribers.



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Mobile Subscriber Data

We offer both contract and prepaid services to our mobile subscribers. As of December 31, 2008, we had approximately 61.0 million mobile subscribers.

The following table indicates our mobile subscriber figures, as well as our prepaid mobile subscribers as a percentage of our total mobile
subscriber base, for the periods indicated:



|                                  |  |                    |   |  |            |   |  |            |  
|--------------------------------- |  | ------------------ | - |  | ---------- | - |  | ---------- | -
|                                  |  | As of December 31, |  
|                                  |  | 2008               |   |  | 2007       |   |  | 2006       |  
|Russia                            |  | 47,676,844         |   |  | 42,221,252 |   |  | 39,782,690 |  
|Kazakhstan                        |  | 6,269,927          |   |  | 4,603,300  |   |  | 3,052,878  |  
|Ukraine                           |  | 2,052,493          |   |  | 1,941,251  |   |  | 1,523,682  |  
|Tajikistan                        |  | 624,624            |   |  | 339,393    |   |  | 72,028     |  
|Uzbekistan                        |  | 3,636,243          |   |  | 2,119,612  |   |  | 700,470    |  
|Armenia                           |  | 544,271            |   |  | 442,484    |   |  | 415,965    |  
|Georgia                           |  | 225,055            |   |  | 72,655     |   |  |           |  
|Total number of subscribers       |  | 61,029,457         |   |  | 51,739,947 |   |  | 45,547,713 |  
|Percentage of prepaid subscribers |  | 95.9               | % |  | 95.9       | % |  | 96.2       | %

Russia. As of December 31, 2008, we had approximately 47.7 million mobile subscribers in Russia, representing an increase of approximately 12.9% over the approximately 42.2 million mobile subscribers as of
December 31, 2007. According to independent estimates, as of December 31, 2008 we had a 25.4%1share of the Russian mobile market as
compared to 29.9% as of December 31, 2007 (please also refer to Selected Operating Information in Item 3). Most of our subscriber growth in Russia in 2008 came from the regions outside the Moscow license area, where our subscriber base
increased to 38.1 million as of December 31, 2008, from 34.0 million as of December 31, 2007. At the same time, our Moscow subscriber base grew from 8.2 million in December 2007 to 9.6 million in December 2008.

Kazakhstan. As of December 31, 2008, we had approximately 6.3 million mobile subscribers in Kazakhstan,
representing an increase of approximately 36.2% over the approximately 4.6 million mobile subscribers as of December 31, 2007. According to independent estimates, as of December 31, 2008, we had a 43.4% share of the Kazakh mobile
market. Our increase in subscriber base in Kazakhstan was primarily due to the continuing growth of mobile coverage in the country and focus on new sales.

Ukraine. As of December 31, 2008, we had approximately 2.1 million mobile subscribers in Ukraine, representing an increase of approximately 5.7% over the approximately 1.9 million
mobile subscribers as of December 31, 2007. According to independent estimates, as of December 31, 2008, we had a 3.6% share of the Ukrainian mobile market. The increase in our subscriber base in Ukraine was primarily due to the
significant improvement of our network coverage and the accelerated roll-out of our services that enabled us to attract additional subscribers nationwide.

Tajikistan. As of December 31, 2008, we had approximately 625,000 mobile subscribers in Tajikistan, representing an increase of approximately 84.4% over the approximately 339,000 mobile
subscribers as of December 31, 2007. According to independent estimates, as of December 31, 2008, we had an 18.3% share of the Tajik mobile market. The increase in our subscriber base in Tajikistan was primarily due to our increased
coverage and attractive tariffs offers at competitive prices.

Uzbekistan. As of December 31, 2008, we had
approximately 3.6 million mobile subscribers in Uzbekistan, representing an increase of approximately 71.5% over the approximately 2.1 million mobile subscribers as of December 31, 2007. According to independent estimates, as of
December 31, 2008, we had a 29.6% share of the Uzbek mobile market. The increase in our subscriber base in Uzbekistan was primarily due to our network development and active sales strategy. Mobile penetration in Uzbekistan remains low at 45.3%,
so we are focusing our efforts on network rollout and active marketing to rapidly grow our mobile subscriber base.

Armenia. As of December 31, 2008, we had approximately 544,000 mobile subscribers in Armenia, representing an increase of approximately 23.0% over the approximately 443,000 mobile subscribers as of December 31, 2007.
According to independent estimates, as of December 31, 2007, we had a 21.2% share of the Armenian mobile market. The increase in our subscriber base in Armenia was primarily due to growth in mobile coverage.

Georgia. We launched commercial operations in Georgia in March 2007 and as of December 31, 2008 we had approximately 225,000
mobile subscribers in Georgia, representing an increase of approximately 208.2% over the approximately 73,000 mobile



|1 | Source: All market shares in Russian and CIS countries are provided by AC&M Consulting.
|- | ---------------------------------------------------------------------------------------



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subscribers as of December 31, 2007. According to independent estimates, as of December 31, 2008, we had a 6.0% share of the Georgian mobile market. We are continuing to build the
network and develop our sales and distributions channels in Georgia.

Mobile MOU

MOU is calculated by dividing the total number of minutes of usage for incoming and outgoing calls during the relevant period (excluding
guest roamers) by the average number of mobile subscribers during the period and dividing by the number of months in that period.

The following tables show our MOU for our mobile subscribers for the periods indicated:



|           |  |                         |  |       |  |      
|---------- |  | ----------------------- |  | ----- |  | -----
|           |  | Year ended December 31,
|           |  | 2008                    |  | 2007  |  | 2006 
|Russia     |  | 219.1                   |  | 192.1 |  | 145.9
|Kazakhstan |  | 104.3                   |  | 94.6  |  | 70.4 
|Ukraine    |  | 231.8                   |  | 163.2 |  | 149.7
|Tajikistan |  | 238.9                   |  | 220.6 |  | 121.1
|Uzbekistan |  | 287.8                   |  | 274.0 |  | 320.5
|Armenia    |  | 152.1                   |  | 169.9 |  | 178.0
|Georgia    |  | 113.6                   |  | 102.5 |  |     

Russia. In 2008, our MOU in Russia increased by 14.1% to 219.1 from 192.1 in 2007. The increase in MOU in Russia was primarily attributable to national marketing campaigns aimed at increasing local traffic, which offered discounts
and attractive prices on outgoing traffic to our subscribers.

Kazakhstan. In 2008, our MOU in Kazakhstan increased by
10.3% to 104.3 from 94.6 in 2007. The increase in MOU was attributable to growth in our subscriber base and an increase in and improvement of our network coverage. The launch of new price plans on the mass market and the launch of a campaign
offering off-peak discounts also resulted in MOU growth.

Ukraine. In 2008, our MOU in Ukraine increased by 42.0% to
231.8 from 163.2 in 2007. We attribute the increase to network development throughout Ukraine, improved service quality and marketing campaigns offering special tariff packages with unlimited minutes of usage to subscribers.

Tajikistan. In 2008, our MOU in Tajikistan increased by 8.3% to 238.9 from 220.6 in 2007, mainly because of traffic growth due to the
expansion throughout the country.

Uzbekistan. In 2008, our MOU in Uzbekistan increased by 5.0% to 287.8 from 274.0 in
2007. Our MOU increased due to extension of network coverage that led to usage growth.

Armenia. In 2008, our MOU in
Armenia decreased by 10.5% to 152.1 from 169.9 in 2007. Our MOU decreased due to a growing portion of our mobile subscriber base being comprised of mass market subscribers with lower usage.

Georgia. In 2008, our MOU in Georgia increased by 10.8% to 113.6 from 102.5 in 2007. Our MOU increased due to growth of traffic in
2008 and extension of network coverage on the territory of Georgia.

Mobile ARPU

We calculate ARPU by dividing our service revenue during the relevant period, including roaming revenue and interconnect revenue, but
excluding revenue from connection fees, sales of handsets and accessories and other non-service revenue, by the average number of our active mobile subscribers during the period and dividing by the number of months in that period.

The following table shows our ARPU for the periods indicated:



|           |  |                         |      |      |     |      |  |     |     
|---------- |  | ----------------------- | ---- | ---- | --- | ---- |  | --- | ----
|           |  | Year ended December 31,
|           |  | 2008                    |      | 2007 |     | 2006
|Russia     |  | US$                     | 13.9 |      | US$ | 12.6 |  | US$ | 9.6 
|Kazakhstan |  | US$                     | 11.7 |      | US$ | 13.1 |  | US$ | 12.6
|Ukraine    |  | US$                     | 7.6  |      | US$ | 4.7  |  | US$ | 5.0 
|Tajikistan |  | US$                     | 9.5  |      | US$ | 9.7  |  | US$ | 6.8 
|Uzbekistan |  | US$                     | 6.4  |      | US$ | 7.1  |  | US$ | 11.9
|Armenia    |  | US$                     | 14.6 |      | US$ | 16.7 |  | US$ | 17.0
|Georgia    |  | US$                     | 9.0  |      | US$ | 7.4  |  |     |    

Russia. In 2008, our ARPU in Russia increased by 10.3% to US$13.9 from US$12.6 in 2007. The increase in ARPU in 2008 was primarily attributable to the increased traffic on our network due to increased MOU (that was stimulated by new
tariffs), increase of ARPU for value added services (VAS) services and improved quality of our mobile subscriber base.



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Kazakhstan. In 2008, our ARPU in Kazakhstan decreased by 10.7% to US$11.7 from
US$13.1 in 2007. Kazakhstan was the first CIS country to face the current crisis when a liquidity squeeze hit the local economy in September 2007 and that resulted in an ARPU decline.

Ukraine. In 2008, our ARPU in Ukraine increased by 61.7% to US$7.6 from US$4.7 in 2007. The increase in 2008 was the result of
significant improvement of our network coverage and the launch of new tariffs with unlimited usage that attracted new subscribers with higher ARPU.

Tajikistan. In 2008, our ARPU in Tajikistan decreased by 2.1% to US$9.5 from US$9.7 in 2007. The decline in ARPU in 2008 was primarily attributable to penetration growth with the addition of new
subscribers with lower levels of income.

Uzbekistan. In 2008, our ARPU in Uzbekistan decreased by 9.9% to US$6.4 from
US$7.1 in 2007 mainly due to the rapid growth of our subscriber base and the geographic expansion of our mobile operations within Uzbekistan, as we increased coverage of regions with lower income mass market subscribers.

Armenia. In 2008, our ARPU in Armenia decreased by 12.6% to US$14.6 from US$16.7 in 2007 as a result of lower MOU due to a growing
portion of our mobile subscriber base being comprised of mass market subscribers with lower usage.

Mobile churn rate

The churn rate for 2008 is based on active subscribers while churn for previous years was reported on the basis of registered subscribers. We
define our churn of active subscribers as the number of active subscribers who left the active base over the reported period expressed as a percentage of the midpoint of the active base at the beginning and at the end of the period. The total number
of churned subscribers is calculated as the difference between sales in the reported period and the change in active base for the reported period.

For periods prior to 2008, we define our churn rate as the total number of registered subscribers disconnected from our network within a given period expressed as a percentage of the midpoint of
registered subscribers in our network at the beginning and end of that period. Contract subscribers were disconnected if they had not paid their bills for up to two months. Prepaid subscribers were disconnected in two cases: (1) an account has
been blocked after the balance dropped to US$0 or below for up to six months or (2) an account showed no chargeable transaction for up to ten months. The exact number of months prior to disconnection varied by country and depended on the
legislation and market specifics. Policies regarding the calculation of churn differ among operators.

Migration between
prepaid and contract forms of payment is technically recorded as churn, which contributes to our churn rate even though we do not lose those subscribers. Similarly, prepaid customers who change tariff plans by purchasing a new SIM card with our
company are also counted as churn.

The following table shows our churn rates for the periods indicated:



|            |  |                         |   |  |      |   |  |      |  
|----------- |  | ----------------------- | - |  | ---- | - |  | ---- | -
|            |  | Year ended December 31, |  
|            |  | 2008                    |   |  | 2007 |   |  | 2006 |  
|Russia      |  | 34.6                    | % |  | 32.9 | % |  | 35.4 | %
|Kazakhstan  |  | 31.5                    | % |  | 23.5 | % |  | 32.8 | %
|Ukraine     |  | 84.0                    | % |  | 61.8 | % |  | 18.6 | %
|Tajikistan  |  | 42.8                    | % |  | 4.6  | % |  | 95.1 | %
|Uzbekistan  |  | 55.6                    | % |  | 61.7 | % |  | 44.9 | %
|Armenia     |  | 106.2                   | % |  | 49.7 | % |  | 9.1  | %
|Georgia     |  | 47.2                    | % |  | 1.0  | % |  |     |  
|Total Churn |  | 38.2                    | % |  | 34.1 | % |  | 35.1 | %

One of
the reasons for increase of churn level in most of the CIS regions was a change in the methodology in 2008 to reporting churn of active subscribers instead of registered subscribers. In Ukraine, increase of churn level in 2008 compared to 2007 was
also due to high price pressure during the year from our competitors. In Armenia, short-term sales promotion campaigns in second and third quarters of 2008 resulted in high churn at the end of a year. In Georgia, we began operations in the first
half of 2007 and had almost no churn by the end of 2007; we believe we reached normal churn level of approximately 50% in 2008 in Georgia.

The reduction in our churn rate in Kazakhstan in 2007 compared to 2006 was due to improved network quality and reduced tariffs. The high churn rates in Ukraine and Uzbekistan in 2007 were due to a change
in our subscriber calculation policy in each country, pursuant to which we decreased the period of subscriber registration in the total base from six to three months, in order to be consistent with our policy in Russia. We believe the increase in
our churn rate in Armenia in 2007 compared to 2006 was due to switching to a new billing system for prepaid subscribers that better monitored those subscribers that should have been disconnected from our network due to lack of activity for three
months. This resulted in a significant one-time churn of subscribers. The relatively high churn rate in Tajikistan in 2006 was due to the large number of subscribers disconnected and counted as churn following the application of our churn policy to
our subsidiary Tacom following our acquisition.



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Broadband subscribers

As of December 31, 2008, our total number of broadband subscribers in Russia and the CIS was approximately 1,206,000 representing those subscribers in the registered subscriber base who were a party
to a revenue generating activity in the past three months. Such activities include monthly internet access using FTTB, xDSL and WiFi technologies as well as mobile home internet service via USB modems.

As of December 31, 2008 we had approximately 1,182,000 broadband subscribers in Russia and 24,000 broadband subscribers in CIS.

Broadband ARPU

We calculate broadband ARPU as service revenue generated by broadband subscribers during the relevant period by the average number of the Companys broadband subscribers during the period and dividing by the number of months in that
period.

As of December 31, 2008 blended broadband services ARPU in Russia was US$15.2. As of December 31, 2008 in
CIS countries we had broadband subscribers primarily in Ukraine and Ukraine broadband subscribers ARPU was US$15.3.

Acquisitions

Our significant acquisitions from 2006, 2007 and 2008 are summarized below. The financial results of the companies
acquired as set out below have been consolidated into our financial statements since the first date of acquisition. For more information on our significant acquisitions and dispositions, see Liquidity and Capital ResourcesInvesting
activities.



|                                                        |  |                                               |  |                               |  |                                                                              |  |                    |   |  |                                                     
|------------------------------------------------------- |  | --------------------------------------------- |  | ----------------------------- |  | ---------------------------------------------------------------------------- |  | ------------------ | - |  | ----------------------------------------------------
|Company(1)                                              |  | License Area                                  |  | Date                          |  | Total Purchase Price                                                         |  | TotalStakeAcquired |   |  | ApproximateNumber ofSubscriberson Date ofAcquisition
|Buztel(1)                                               |  | Uzbekistan                                    |  | January 2006                  |  | US$60.0 million plus the assumption of approximately US$2.4 million in debt  |  | 100.0              | % |  | 2,500                                               
|                                                        |  |                                               |  |                               | 
|Unitel(3)                                               |  | Uzbekistan                                    |  | February 2006                 |  | US$200.0 million plus the assumption of approximately US$7.7 million in debt |  | 100.0              | % |  | 364,000                                             
|                                                        |  |                                               |  |                               | 
|Mobitel(4)                                              |  | Georgia                                       |  | July 2006                     |  | US$12.6 million plus the assumption of US$0.2 million in debt                |  | 51.0               | % |  |                                                    
|                                                        |  |                                               |  |                               | 
|ArmenTel                                                |  | Armenia                                       |  | November 2006 and April 2007  |  | US$501.0 million                                                             |  | 100.0              | % |  | 400,000mobile600,000fixed-line                      
|                                                        |  |                                               |  |                               | 
|Dominanta(5)                                            |  | Russia-Moscow                                 |  | December 2006                 |  | US$10.5 million                                                              |  | 75.0               | % |  |                                                    
|                                                        |  |                                               |  |                               | 
|Teta Telecom                                            |  | Kazakhstan                                    |  | December 2006 September 2007 |  | US$10.1 million                                                              |  | 100.0              | % |  |                                                    
|                                                        |  |                                               |  |                               | 
|Corporation Severnaya Korona                            |  | Russia-Irkutsk Region (Far East super-region) |  | August 2007                   |  | US$234.2 million                                                             |  | 100.0              | % |  | 571,000                                             
|                                                        |  |                                               |  |                               | 
|Golden Telecom                                          |  | Russia, Ukraine, Kazakhstan, Uzbekistan, USA  |  | February 2008                 |  | US$4,316.2 million                                                           |  | 100.0              | % |  |                                                    
|                                                        |  |                                               |  |                               | 
|Corbina Telecom                                         |  | Russia                                        |  | June 2008                     |  | US$408.3 million                                                             |  | 49.0               | % |  |                                                    
|                                                        |  |                                               |  |                               | 
|Morefront Holdings Ltd, a holding company of Euroset(6) |  | Russia                                        |  | October 2008                  |  | US$226.0 million                                                             |  | 49.9               | % |  |                                                    
|                                                        |  |                                               |  |                               | 
|GTEL-Mobile                                             |  | Vietnam                                       |  | July 2008                     |  | US$267.0 million asequity contribution                                       |  | 40.0               | % |  |                                                    
|                                                        |  |                                               |  |                               | 
|Sotelco Ltd.                                            |  | Cambodia                                      |  | July 2008                     |  | US$28.0 million                                                              |  | 90.0               | % |  |                                                    



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|(1) | For information about the licenses held by these companies at the time we acquired them, please see Liquidity and Capital ResourcesInvesting
activitiesAcquisitions and dispositions below. For more information about how we accounted for each acquisition, please see Note 3 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 20-F/A.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Buztel was merged into Unitel in July 2006.
|--- | -------------------------------------------

|(3) | In April 2007, we entered into an agreement to sell a 33.3% ownership interest in our wholly-owned subsidiary, Freevale for a sale price of US$20.0 million. Freevale
owns 21.0% of Unitel. The sale effectively represents 7.0% of Unitel. The transaction was finalized on June 14, 2007. In connection with this agreement, the purchaser granted to us an option to acquire the entire remaining interest held by the
purchaser and, simultaneously, we granted to the purchaser an option to sell to us the entire remaining interest held by the purchaser. The future price is based on a prescribed formula; however in no event will the future price be less than US$57.5
million or more than US$60.0-million. Following the provisions of EITF No. 00-4, Majority Owners Accounting for a Transaction in the Shares of a Consolidated Subsidiary and a Derivative Indexed to the Minority Interest in That Subsidiary, the
sale consideration was accounted for as a secured borrowing of US$20.0 million. The borrowing will be accreted to the minimum purchase price of the put and call arrangement up to August 31, 2009, which is the date at which the put and call
options first become exercisable. As of December 31, 2008, principal amount of debt outstanding under this agreement was US$41.9 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | We entered into a shareholders agreement with the remaining shareholder of Mobitel that grants us an option to acquire its entire interest under certain circumstances
for a price specified in a prescribed formula.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | We entered into a shareholders agreement with the remaining shareholder of Dominanta that granted us an option to acquire the entire remaining interest held by the
shareholder and, simultaneously, we granted the remaining shareholder an option to sell to us its entire remaining interest under certain circumstances for a price to be determined based on a prescribed procedure.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | We entered into a put and call arrangements, exercisable after three years, with respect to a further 25% of the shares of Morefront Holdings Ltd. owned by Rambert
Management Ltd.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Impairment of Goodwill and Long-Lived Assets

Goodwill

We have the
following reporting units for which the change in the carrying amount of goodwill for the year ended December 31, 2008 is presented below (thousands US$):



|                   |  |                                |  |             |  |                               |   |  |            |   |  |                       |   |  |                                |  
|------------------ |  | ------------------------------ |  | ----------- |  | ----------------------------- | - |  | ---------- | - |  | --------------------- | - |  | ------------------------------ | -
|Reporting units    |  | Balance as ofDecember 31, 2007 |  | Acquisition |  | Finalization ofPurchase Price |   |  | Impairment |   |  | Translationadjustment |   |  | Balance as ofDecember 31, 2008 |  
|Kazakhstan mobile  |  | 180,481                        |  | 309,490     |  | (7,045                        | ) |  |           |   |  | (3,220                | ) |  | 479,706                        |  
|Kazakhstan fixed   |  | 12,911                         |  |            |  | (12,870                       | ) |  |           |   |  | (41                   | ) |  | (0                             | )
|Ukraine mobile     |  | 81,999                         |  |            |  |                              |   |  | (53,778    | ) |  | (28,221               | ) |  | 0                              |  
|Tadjikistan mobile |  | 13,063                         |  |            |  |                              |   |  |           |   |  |                      |   |  | 13,063                         |  
|Uzbekistan mobile  |  | 154,061                        |  |            |  |                              |   |  |           |   |  |                      |   |  | 154,061                        |  
|Armentel mobile    |  | 135,662                        |  |            |  |                              |   |  |           |   |  | (1,110                | ) |  | 134,552                        |  
|Armentel fixed     |  | 10,211                         |  |            |  |                              |   |  |           |   |  | (84                   | ) |  | 10,127                         |  
|Russia mobile      |  | 451,428                        |  | 453,684     |  |                              |   |  |           |   |  | (155,134              | ) |  | 749,978                        |  
|Russia fixed       |  |                               |  | 2,753,883   |  |                              |   |  | (315,049   | ) |  | (503,379              | ) |  | 1,935,455                      |  
|                   |  |                                |  |             |  |                               |   |  |            |   |  |                       |   |  |                                |  
|TOTAL              |  | 1,039,816                      |  | 3,517,057   |  | (19,915                       | ) |  | (368,827   | ) |  | (691,189              | ) |  | 3,476,942                      |  
|                   |  |                                |  |             |  |                               |   |  |            |   |  |                       |   |  |                                |  

Under provisions of SFAS 142, goodwill is tested annually for impairment as of December 31 or upon the
occurrence of certain events or substantive changes in circumstances. In performing the first step (Step 1) of the goodwill impairment test in accordance with FAS 142, we compared the net book values of its reporting units to their
estimated fair values. In determining the estimated fair values of the reporting units, we employed a Discounted Cash Flow (DCF) analysis. Determining estimated fair values requires the application of significant judgment. As a result of
the significant economic downturn in the last few months of 2008, determining the fair value of our reporting units required more judgment than in the past. In particular, the global economic recession has resulted in, among other things, increased
unemployment, lower consumer confidence and reduced business and consumer spending. These factors dampened our expectations of future business performance.

The basis for our cash flow assumptions includes historical and forecasted revenue, operating costs and other relevant factors including estimated capital expenditures. Assumptions under this method have
been adjusted to reflect increased risk due to current economic volatility.



|                                |  |                    |   |  |              |  
|------------------------------- |  | ------------------ | - |  | ------------ | -
|                                |  | 2008               |   |  | 2007         |  
|Discount rate                   |  | 16.6% - 21.9       | % |  | 11.8% - 18.8 | %
|                                |  |                   
|Terminal growth rate            |  | 3% - 3.5           | % |  | 3            | %
|                                |  |                   
|Start of terminal growth period |  | 7 years - 10 years |   |  | 7 years      |  



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We estimate revenue growth rates for each reporting unit and each future year. These rates
vary based on numerous factors, including size of market in particular country, GDP and foreign currency projections, traffic growth, market share and others. In 2008, the Compound Annual Growth Rates ranged from zero to growth by 18.0%; these rates
are lower than those used in 2007. Operating income margin is less dependent on those factors, however, the Company expects lower margins than in 2007. In 2008 the average operating income margins ranged from negative 11.2 % to positive 34.8%.

The results of the DCF analyses were corroborated with other value indicators where available, such our market
capitalization, comparable company earnings multiples and research analyst estimates. Management bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain.

The results of this Step 1 process indicated that there was a potential impairment of goodwill in the Russia Fixed and Ukraine Mobile
reporting units, as the carrying values of the net assets of the reporting units exceeded their estimated fair values. As a result, the second step (Step 2) of the goodwill impairment test was performed for these reporting units. The
implied fair value of goodwill determined in the Step 2 analyses was determined by allocating the fair value of the reporting units to all its the assets and liabilities (including any unrecognized intangible assets and related deferred taxes) as if
the reporting unit had been acquired in a business combination. As a result of these Step 2 analyses, we recorded goodwill impairments of US$315.0 million and US$53.8 million at the Russia Fixed and Ukraine Mobile reporting units, respectively. As a
result of the goodwill impairment taken as of December 31, 2008, the carrying values of goodwill in these reporting units were reset to their implied fair values as of December 31, 2008.

The aggregate impairment charge for the Ukraine Mobile reporting unit was attributable to (a) the use of higher discount rate of 21.9%
in 2008 as compared to 12.0% in 2007 and (b) decrease in forecasted cash flows.

The impairment charge for the Russia
Fixed reporting unit was attributable to (a) the use of a higher discount rate of 17.0% for Ruble denominated cash flows as compared to 12.8% used in the original valuation of Golden Telecom as of the acquisition date and (b) lower
projected future cash flows due to negative effect of current crisis. These assumptions reflect an expected increase in the risks inherent in the estimated future cash flows attributable to the current economic volatility, which became more
pronounced during the fourth quarter of 2008.

Although only the Russia Fixed and Ukraine Mobile reporting units failed Step 1
of the goodwill impairment test and, thus, recorded goodwill impairment, the overall economic crisis caused a decrease in the estimated fair values of all VimpelComs other reporting units during 2008. Consequently, any further decline in
estimated fair values could result in additional goodwill impairments. To illustrate the magnitude of potential goodwill impairments relative to future changes in estimated fair values, had the fair values of the following material reporting units
been hypothetically lower by the percentages listed below, the reporting unit book value would have exceeded fair value by approximately the amounts set forth in the table.



|                  |  |      |  |      |  |      
|----------------- |  | ---- |  | ---- |  | -----
|(in US$ million)  |  | 10%  |  | 20%  |  | 30%  
|                  |  |      | 
|Armenia Fixed     |  | 24.2 |  | 57.2 |  | 90.1 
|                  |  |      | 
|Armenia Mobile    |  | 7.5  |  | 37.7 |  | 67.9 
|                  |  |      | 
|Kazakhstan Mobile |  |     |  | 34.3 |  | 152.8

If any of these cases
were to occur, Step 2 of the goodwill impairment test would be required to be performed to determine the ultimate amount of impairment loss to record.

Additionally, if the fair value of the Russia Fixed reporting unit were to decrease by 10.0%, an additional impairment charge of $246.1 million would be recorded.

As for the other reporting units, a change in fair value of 30% would not cause the reporting unit to fail Step 1.

An increase in the discount rate by one percentage point or a reduction in revenue growth by 10.0% would result in a decrease in the
combined fair value of the reporting units of approximately US$1,492.7 million and US$1,101.3 million respectively. For the reporting units discussed above, the relative decreases in fair value of reporting unit would be:



|                  |  |                                      |   |  |                               |  
|----------------- |  | ------------------------------------ | - |  | ----------------------------- | -
|                  |  | 1%age Point IncreaseIn Discount
Rate |   |  | 10% Decrease inRevenue Growth |  
|Russia Fixed      |  | 8.5                                  | % |  | 10.3                          | %
|                  |  |                                     
|Armenia Fixed     |  | 6.4                                  | % |  | 6.0                           | %
|                  |  |                                     
|Armenia Mobile    |  | 7.5                                  | % |  | 7.5                           | %
|                  |  |                                     
|Kazakhstan Mobile |  | 6.8                                  | % |  | 7.1                           | %



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Long Lived Assets

As a result of the goodwill impairments at these reporting units, we also tested the finite-lived intangible assets for impairment pursuant to FASB Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. For the Russia Fixed reporting unit, the undiscounted future cash flows associated with the long-lived assets exceeded the carrying value of those assets, and thus there was no impairment. However, for the Ukraine
Mobile reporting unit, we concluded such assets were impaired, and an asset impairment of US$36.3 million was recognized.

In
addition, we recorded other asset impairments of US$37.6 million in 2008.

As a result of the asset impairments taken in 2008,
the carrying values of the impaired assets were reset to their estimated fair values at December 31, 2008.

Any further
decline in the estimated fair values could result in impairments to long-lived assets or goodwill. It is possible that such impairments, if required, could be material and may need to be recorded prior to the fourth quarter of 2009 (i.e., during an
interim period) if our results of operations or other factors require such assets to be tested for impairment at an interim date.

Comparison to Market Capitalization

The fair value of the Company as of December 31, 2008 was
$15.004 billion based on an aggregation of the fair values of the Companys reporting units from the DCF analyses used in the goodwill impairment tests. As discussed above, the Company has performed sensitivity analyses of the assumptions
associated with these fair values and believes that this aggregate fair value is an appropriate reflection of the fair value of the Company as of December 31, 2008. Some of the factors that the Company has taken into consideration in making
this assessment include (a) the market capitalization of the Company which has ranged between $21.341 billion and $7.172 billion during the period from October 1, 2008 to December 31, 2008; (b) an estimate of the control premium
associated with the Company; (c) a belief that the market capitalization for many publicly traded companies is distressed because of the illiquidity in the current market, as well as other factors impacting the overall stock market; (d) a
belief that the market capitalization for publicly traded companies in Russia has been negatively impacted more than the stock market as a whole because of an overreaction to the risks associated with the Russian market, partly caused by the recent
devaluation of the Ruble; and (e) reports obtained from third parties who estimate the value of the Company as well as similar companies. The market capitalization of the Company as of May 6, 2009 was US$10.81 billion.

Revenues

During the three years ended December 31, 2008, we generated revenues from providing voice, data and other telecommunication services through a range of wireless, fixed and broadband internet services, as well as selling equipment and
accessories. Our primary sources of revenues consisted of:

Service Revenues

Our service revenues included revenues from airtime charges from contract and prepaid subscribers, monthly contract fees, time charges from
subscribers online using Internet services, interconnect fees from other mobile and fixed-line operators, roaming charges and charges for value added services (VAS) such as messaging, mobile internet, and infotainment.

Sales of Handsets and Accessories and Other Revenues

We sold mobile handsets, equipment and accessories to our subscribers. Our other revenues included, among other things, rental of base station sites.

Expenses

During the three years ended December 31, 2008 we had two categories of expenses directly attributable to our revenues: service costs and the costs of handsets and accessories.

Service Costs

Service
costs included interconnection and traffic costs, channel rental costs, telephone line rental costs, roaming expenses and charges for connection to special lines for emergencies.

Costs of Equipment and Accessories

Our costs of equipment and accessories
sold represented the amount that was payable for these goods, net of VAT. We purchased handsets, equipment and accessories from third party manufacturers for resale to our subscribers for use on our networks.

Operating Expenses

In
addition to service costs and the costs of handsets, equipment and accessories, during the three years ended December 31, 2008 our operating expenses included:

Selling, general and administrative expenses. Our selling, general and administrative expenses include:



| |  |  | dealers commissions;
| | - |  | ---------------------



| |  |  | salaries and outsourcing costs, including related social contributions required by Russian law;
| | - |  | -----------------------------------------------------------------------------------------------



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| |  |  | marketing and advertising expenses;
| | - |  | -----------------------------------



| |  |  | repair and maintenance expenses;
| | - |  | --------------------------------



| |  |  | rent, including lease payments for base station sites;
| | - |  | ------------------------------------------------------



| |  |  | utilities;
| | - |  | ----------



| |  |  | stock price-based compensation expenses; and
| | - |  | --------------------------------------------



| |  |  | other miscellaneous expenses, such as insurance, operating taxes, license fees, and accounting, audit and legal fees.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

Depreciation and amortization expense. We depreciated the capitalized costs of our tangible assets, which consisted mainly of
telecommunications equipment and buildings owned by us. We amortized our intangible assets, which consisted primarily of telecommunications licenses and frequency allocations, telephone line capacity for local numbers in Russia and the CIS and
customer relations acquired in business combinations.

Write offs and impairments. We included in our operating
expenses written off long lived assets and goodwill in the amounts of the excess of their carrying values over their fair values.

Provision for doubtful accounts. We included in our operating expenses an estimate of the amount of our accounts receivable net of VAT that we believe will ultimately be uncollectible. We based the estimate on historical data and
other relevant factors, such as a change in tariff plans from pre-paid to post-paid.

Interest expense. We incurred
interest expense on our vendor financing agreements, loans from banks, capital leases and other borrowings. Our interest bearing liabilities carry both fixed and floating interest rates. On our borrowings with a floating interest rate, the interest
rate is linked either to LIBOR or to EURIBOR. Our interest expense depends on a combination of prevailing interest rates and the amount of our outstanding interest bearing liabilities.

Income tax expense. Income tax expense included both current and deferred tax expense. The statutory income tax rate in Russia in
2008 was 24.0%. The statutory income tax rate in Kazakhstan was 30.0%. Starting 2009, the statutory income tax rate for Russia and Kazakhstan changed to 20.0%. The statutory income tax rate in Ukraine and Tajikistan was 25.0%. The statutory income
tax rate in Armenia and Georgia was 15.0%. In Uzbekistan there was a complex income tax regime that resulted in an effective income tax rate of approximately 18.0%.

Results of Operations

The table below shows, for the periods indicated,
the following consolidated statement of operations data expressed as a percentage of consolidated net operating revenues.



|                                             |  |                         |    |  |       |    |  |       |   
|-------------------------------------------- |  | ----------------------- | -- |  | ----- | -- |  | ----- | --
|                                             |  | Year ended December 31, |   
|                                             |  | 2008                    |    |  | 2007  |    |  | 2006  |   
|Consolidated statements of income            |  |                         |    |  |       |    |  |       |   
|Operating revenues:                          |  |                         |    |  |       |    |  |       |   
|Service revenues                             |  | 98.8                    | %  |  | 99.9  | %  |  | 99.6  | % 
|Sales of equipment and accessories           |  | 1.1                     | %  |  | 0.1   | %  |  | 0.3   | % 
|Other revenues                               |  | 0.2                     | %  |  | 0.1   | %  |  | 0.1   | % 
|Total operating revenues                     |  | 100.1                   | %  |  | 100.1 | %  |  | 100.0 | % 
|Less revenue based taxes                     |  | (0.1                    | )% |  | (0.1  | )% |  |      |   
|Net operating revenues                       |  | 100.0                   | %  |  | 100.0 | %  |  | 100.0 | % 
|Operating expenses:                          |  |                         |    |  |       |    |  |       |   
|Service costs                                |  | 22.4                    | %  |  | 18.3  | %  |  | 17.9  | % 
|Cost of equipment and accessories            |  | 1.0                     | %  |  | 0.1   | %  |  | 0.4   | % 
|Selling, general and administrative expenses |  | 28.0                    | %  |  | 30.8  | %  |  | 30.9  | % 
|Depreciation                                 |  | 15.0                    | %  |  | 16.3  | %  |  | 18.0  | % 
|Amortization                                 |  | 3.6                     | %  |  | 3.1   | %  |  | 3.7   | % 
|Impairment loss                              |  | 4.4                     | %  |  |      |    |  |      |   
|Provision for doubtful accounts              |  | 0.5                     | %  |  | 0.6   | %  |  | 0.4   | % 
|Total operating expenses                     |  | 74.9                    | %  |  | 69.2  | %  |  | 71.3  | % 
|Operating income                             |  | 25.1                    | %  |  | 30.8  | %  |  | 28.7  | % 
|Other income and expenses:                   |  |                         |    |  |       |    |  |       |   
|Interest income                              |  | 0.7                     | %  |  | 0.5   | %  |  | 0.3   | % 
|Net foreign exchange gain (loss)             |  | (11.3                   | )% |  | 1.0   | %  |  | 0.5   | % 
|Interest expense                             |  | (4.9                    | )% |  | (2.7  | )% |  | (3.8  | )%
|Equity in net loss of associates             |  | (0.6                    | )% |  | 0.0   | %  |  | 0.0   | % 
|Other income (expenses)                      |  | (0.2                    | )% |  | 0.04  | %  |  | (0.8  | )%



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|                                                                                   |  |                         |    |  |      |    |  |      |   
|---------------------------------------------------------------------------------- |  | ----------------------- | -- |  | ---- | -- |  | ---- | --
|                                                                                   |  | Year ended December 31, |   
|                                                                                   |  | 2008                    |    |  | 2007 |    |  | 2006 |   
|Total other income and expenses                                                    |  | (16.3                   | )% |  | (1.2 | )% |  | (3.8 | )%
|Income before income taxes and cumulative effect of change in accounting principle |  | 8.8                     | %  |  | 29.6 | %  |  | 24.9 | % 
|Income tax expense                                                                 |  | 3.0                     | %  |  | 8.3  | %  |  | 8.0  | % 
|Income before cumulative effect of change in accounting principle                  |  | 5.2                     | %  |  | 20.4 | %  |  | 16.7 | % 
|Cumulative effect of change in accounting principle -                              |  |                        |    |  |     |    |  | 0.04 | % 
|Net income                                                                         |  | 5.8                     | %  |  | 21.3 | %  |  | 16.8 | % 
|Net income attributable to the noncontrolling interest                             |  | 0.6                     | %  |  | 0.9  | %  |  | 0.2  | % 
|Net income attributable to VimpelCom                                               |  | 5.2                     | %  |  | 20.4 | %  |  | 16.7 | % 

The
tables below show for the periods indicated, selected information about the results of operations in each of our geographic segments. For more information regarding our segments, see Note 16 to our audited consolidated financial statements included
elsewhere in this Annual Report on Form 20-F/A.

Russia Mobile



|                                                          |  |                                                |  |         |  |         |   |  |         |  |         |  |         |  
|--------------------------------------------------------- |  | ---------------------------------------------- |  | ------- |  | ------- | - |  | ------- |  | ------- |  | ------- | -
|                                                          |  | Years Ended December 31,                       | 
|                                                          |  | 2008                                           |  | 2007    |  | %change |   |  | 2007    |  | 2006    |  | %change |  
|                                                          |  | (In millions of U.S. dollars, except % change) | 
|Total operating revenues excluding intragroup transaction |  | 7,310.5                                        |  | 6,090.3 |  | 20.0    | % |  | 6,090.3 |  | 4,400.3 |  | 38.4    | %
|Intersegment revenues                                     |  | 61.3                                           |  | 3.4     |  | nm      |   |  | 3.4     |  | 1.5     |  | 126.7   | %
|Depreciation and amortization                             |  | 1,204.7                                        |  | 1,109.0 |  | 8.6     |   |  | 1,109.0 |  | 900.3   |  | 23.2    | %
|Operating income                                          |  | 2,667.4                                        |  | 1,991.8 |  | 33.9    | % |  | 1,991.8 |  | 1,403.2 |  | 41.9    | %
|Income before income taxes                                |  | 1,463.3                                        |  | 1,937.1 |  | -24.5   |   |  | 1,937.1 |  | 1,231.3 |  | 57.3    | %
|Income tax expense/ (benefit)                             |  | 316.9                                          |  | 514.8   |  | -38.4   |   |  | 514.8   |  | 373.7   |  | 37.8    | %
|Net income                                                |  | 1,146.4                                        |  | 1,422.3 |  | -19.4   |   |  | 1,422.3 |  | 857.6   |  | 65.8    | %

Russia Fixed



|                                                          |  |                               |   |  |     
|--------------------------------------------------------- |  | ----------------------------- | - |  | ----
|                                                          |  | Years Ended December 31,     
|                                                          |  | 2008                          |   |  | 2007
|                                                          |  | (In millions of U.S. dollars)
|Total operating revenues excluding intragroup transaction |  | 1,286.7                       |   |  | n/a 
|Intersegment revenues                                     |  | 142.8                         |   |  |     
|Depreciation and amortization                             |  | 219.4                         |   |  | n/a 
|Impairment loss                                           |  | 315.0                         |   |  | n/a 
|Operating income/(loss)                                   |  | (191.2                        | ) |  | n/a 
|Income/(loss) before income taxes                         |  | (268.0                        | ) |  | n/a 
|Income tax expense/ (benefit)                             |  | (1.9                          | ) |  | n/a 
|Net income                                                |  | (266.1                        | ) |  | n/a 

CIS Mobile



|                                                          |  |                                                |   |  |       |  |         |   |  |       |  |       |   |  |         |  
|--------------------------------------------------------- |  | ---------------------------------------------- | - |  | ----- |  | ------- | - |  | ----- |  | ----- | - |  | ------- | -
|                                                          |  | Years Ended December 31,                       |  
|                                                          |  | 2008                                           |   |  | 2007  |  | %change |   |  | 2007  |  | 2006  |   |  | %change |  
|                                                          |  | (In millions of U.S. dollars, except % change) |  
|Total operating revenues excluding intragroup transaction |  | 1,294.7                                        |   |  | 937.4 |  | 38.1    | % |  | 937.4 |  | 450.8 |   |  | 107.9   | %
|Intersegment revenues                                     |  | 20.3                                           |   |  | 10.4  |  | 95.2    | % |  | 10.4  |  | 3.6   |   |  | 188.9   | %
|Depreciation and amortization                             |  | 368.3                                          |   |  | 220.3 |  | 67.2    | % |  | 220.3 |  | 145.9 |   |  | 51.0    | %
|Impairment loss                                           |  | 90.1                                           |   |  | 0.0   |  | n/a     |   |  | 0.0   |  | 0.0   |   |  | n/a     |  
|Operating income                                          |  | 81.8                                           |   |  | 198.6 |  | -58.8   | % |  | 198.6 |  | (4.7  | ) |  | n/a     |  
|Income before income taxes                                |  | (196.6                                         | ) |  | 169.7 |  | n/a     |   |  | 169.7 |  | (19.0 | ) |  | n/a     |  
|Income tax expense/ (benefit)                             |  | (1.4                                           | ) |  | 76.4  |  | n/a     |   |  | 76.4  |  | 16.5  |   |  | 363.0   | %
|Net income                                                |  | (195.2                                         | ) |  | 93.3  |  | n/a     |   |  | 93.3  |  | (35.5 | ) |  | n/a     |  



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CIS Fixed



|                                                          |  |                                                |   |  |       |  |         |   |  |       |  |      |   |  |         |  
|--------------------------------------------------------- |  | ---------------------------------------------- | - |  | ----- |  | ------- | - |  | ----- |  | ---- | - |  | ------- | -
|                                                          |  | Years Ended December 31,                       |  
|                                                          |  | 2008                                           |   |  | 2007  |  | %change |   |  | 2007  |  | 2006 |   |  | %change |  
|                                                          |  | (In millions of U.S. dollars, except % change) |  
|Total operating revenues excluding intragroup transaction |  | 225.1                                          |   |  | 143.4 |  | 57.0    | % |  | 143.4 |  | 16.9 |   |  | 748.5   | %
|Intersegment revenues                                     |  | 47.7                                           |   |  | 0.0   |  | n/a     |   |  | 0.0   |  | 0.0  |   |  | n/a     |  
|Depreciation and amortization                             |  | 88.5                                           |   |  | 61.2  |  | 44.6    | % |  | 61.2  |  | 8.2  |   |  | 646.3   | %
|Operating income                                          |  | 23.9                                           |   |  | 15.8  |  | 51.3    | % |  | 15.8  |  | (1.3 | ) |  | n/a     |  
|Income before income taxes                                |  | 0.3                                            |   |  | 13.6  |  | -97.8   | % |  | 13.6  |  | (0.2 | ) |  | n/a     |  
|Income tax expense/ (benefit)                             |  | (5.1                                           | ) |  | 2.8   |  | n/a     |   |  | 2.8   |  | 0.5  |   |  | 460.0   | %
|Net income                                                |  | 5.4                                            |   |  | 10.8  |  | -50.0   |   |  | 10.8  |  | (0.7 | ) |  | n/a     |  

Year Ended
December 31, 2008 Compared to Year Ended December 31, 2007

Operating Revenues

Our consolidated net operating revenues increased by 41.1% to US$10,116.9 million during 2008 from US$7,171.1 million during 2007. We
increased our net operating revenues in 2008 primarily as a result of consolidation of the results of Golden Telecom, which was acquired in February 2008, and also due to increase in mobile operations because of increased traffic on our network and
improved ARPU.

Net operating revenues from our mobile operations in Russia, excluding intersegment revenues, increased by
20.0% to US$7,310.5 million during 2008 from US$6,090.3 million during 2007. Net operating revenues from our mobile operations in CIS, excluding intersegment eliminations, increased by 38.1% to US$1,294.7 million during 2008 from US$937.4 million
during 2007.

Net operating revenues from our fixed operations in Russia, excluding intersegment revenues, were US$1,286.7
million in 2008. Net operating revenues from our fixed operations in CIS, excluding intersegment eliminations, were US$225.1 million during 2008, representing an increase of 57.0% from US$143.4 million in 2007.

Mobile service revenues in Russia

Our mobile service revenues in Russia increased by 19.4% to US$7,264.3 million during 2008 from US$6,082.5 million during 2007. These revenues include revenue from airtime charges from contract and prepaid subscribers, monthly contract
fees, interconnect fees from other mobile and fixed-line operators, charges from value added services and roaming charges.

During 2008, we generated US$4,842.7.million of our services revenues from airtime charges from mobile contract and prepaid subscribers and monthly contract fees, or 65.7% of net operating revenues in mobile Russia, compared to US$4,124.0
million, or 67.7% of net operating revenues in mobile Russia operations in 2007. The increase was primarily related to increased traffic on our mobile network.

During 2008, we generated US$1,074.0 million of our service revenues from interconnect revenues, or 14.6% of net operating revenues in mobile Russia, compared to US$851.3 million, or 14.0% of net
operating revenues in mobile Russia operations in 2007. The increase in our interconnect revenues in 2008 was also due to increased inbound traffic on our network.

During 2008, we generated US$898.9 million of our mobile service revenues from VAS, or 12.2% of total net operating revenues in mobile Russia, compared to US$736.4 million, or 12.1% of net operating
revenues in 2007. The increase in our mobile VAS revenues was primarily due to launch of Ring Back Tone and traffic sharing and also due to increased revenue from SMS.

During 2008, we generated US$428.2 million of our service revenues from roaming fees generated by our Russian subscribers and roaming fees received from other mobile services operators for providing
roaming services to their subscribers, or 5.8% of Russia mobile net operating revenues, compared to US$340.2 million and 5.6%, respectively, for 2007. These increases were primarily due to improved and expanded network coverage and increased roaming
activity due to increased travel by our subscribers and persons roaming on our network.

Mobile service revenues in CIS

Our mobile service revenues in CIS increased by 38.3% to US$1,316.4 million during 2008 from US$951.6 million during 2007. These revenues
include revenue from airtime charges from contract and prepaid subscribers, monthly contract fees, interconnect fees from other mobile and fixed-line operators, charges from value added services and roaming charges.

During 2008, we generated US$891.7 million of our services revenues from airtime charges in CIS from mobile contract and prepaid subscribers
and monthly contract fees, which represented 67.7% of our CIS mobile net operating revenues, compared to US$648.2 million, or 69.9% of net operating revenues in 2007. The increase was primarily related to revenue growth in Kazakhstan, Uzbekistan and
Ukraine due to increased traffic on our mobile network.



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During 2008, we generated US$230.3 million of our service revenues from interconnect
revenues, or 17.5% of net operating revenues in CIS mobile, compared to US$161.9 million, or 17.0% of net operating revenues in CIS mobile in 2007. The increase in our interconnect revenues in 2008 was also due to increased subscriber base and
volume of inbound traffic terminated on our network in CIS.

Our revenues from value added services in the CIS increased by
43.1% in 2008 compared to 2007. During 2008, we generated US$140.2 million of our mobile service revenues from VAS in CIS, or 10.7% of our CIS mobile net operating revenues, compared to US$98.0 million and 10.6%, respectively, for 2007. The increase
is primarily attributable to increased consumption of VAS in Kazakhstan and Uzbekistan.

During 2008, we generated US$51.5
million of our service revenues from roaming revenues generated by our subscribers and subscribers roaming fees received from other mobile services operators for providing roaming services to their subscribers or 3.9% of in CIS mobile net operating
revenues, compared to US$41.5 million and 4.3%, respectively, for 2007. These increases were primarily due to improved and expanded network coverage, an increase roaming activity due to an increased travel by our subscribers and persons roaming on
our network.

Revenues from sales of equipment and accessories

In Russia mobile our revenues from sales of equipment and accessories during 2008 increased by 1,452.3% to US$100.9 million from US$6.5
million during 2007, primarily as a result of sales of iPhones in the fourth quarter of 2008 and USB modems in the second half of the year.

We did not derive a significant amount of revenue from sales of equipment and accessories in the CIS during 2008 and 2007.

Fixed revenues

In 2008 fixed net operating revenues in Russia, including
intersegment revenues, amounted to US$1,429.5 million. US$688.0 million of fixed revenues were generated from our business operations, US$586.6 million from wholesale operations and US$154.7 million from residential operations.

Our fixed net operating revenues in CIS, including intersegment revenues, increased by 90.2% to US$272.7 million in 2008 from US$143.4
million in 2007. The increase was due to acquisition of Golden Telecom companies in Ukraine, Kazakhstan and Uzbekistan.

Operating Expenses

Our consolidated total operating expenses increased by 52.7% to US$7,581.0 million during 2008 from US$4,964.9 million
during 2007 mainly due to addition of operating expenses of Golden Telecom which was acquired in February 2008.

Total
operating expenses in our mobile operations in Russia increased by 14.7% to US$4,704.4 million during 2008 from US$4,101.8 million during 2007 in line with revenue growth. The increase related to growth in service cost, more intensive marketing and
sales activities applied in 2008, and costs of 3G handsets sales launched during the fourth quarter.

Operating expenses in
our mobile operations in CIS increased by 64.6% to US$1,233.2 million during 2008 from US$749.2 million during 2007. This increase is higher than the operating revenue increase of 38.1% primarily due to the increased expenses in Ukraine resulting
from recognition of one-off impairment charges of goodwill and certain long-lived assets and increased service costs in 2008.

Total operating expenses in our fixed operations in Russia amounted to US$1,620.7 million in 2008. Operating expenses in our fixed operations in the CIS increased by 95.0% to US$248.8 million during 2008, from US$127.6 million in 2007. The
increase was caused by integrating Golden Telecoms fixed operations in CIS countries.

Service costs.

Our service costs increased by 72.8% to US$2,262.6 million during 2008 from US$1,309.3 million during 2007. As a percentage of net operating
revenues, our service costs increased to 22.4% during 2008 from 18.3% during 2007.

Service costs in Russia mobile operations
increased by 33.1% to US$1,385.8 million in 2008 from US$1,040.9 million in 2007. The increase was caused by growth in interconnect cost due to growth in international traffic.



Service costs in CIS mobile were US$390.6 million in 2008, which
was 57.3% higher than US$248.3 million in 2007. This is higher than service revenue increase of 38.3% primarily due to increased service costs in Ukraine resulting from active sales of new tariffs with unlimited minutes of usage. Service costs in
Russia fixed operations were US$663.0 million and amounted to 29.3% of Companys consolidated service costs in 2008. Service costs in CIS fixed operations were US$87.2 million in 2008, which was US$55.1 million higher than US$32.1 million in
2007. The increase in CIS service costs was caused by integration of Golden Telecom operations in 2008.

Cost of equipment
and accessories. Our consolidated cost of equipment and accessories increased by 1,646.6% to US$101.3 million during 2008 from US$5.8 million during 2007. This increase was primarily due to sales of iPhones and USB modems in the second half of
2008 and sales of fixed equipment due to consolidation of Golden Telecom results. Our cost of equipment and accessories as a percentage of net operating revenues increased to 1.0 % during 2008 compared to 0.1% during 2007.



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Cost of equipment and accessories in Russia mobile operations reached US$95.2 million in
2008, which represented 94.0% of consolidated costs of equipment and accessories. Cost of equipment and accessories in CIS mobile was US$0.1 million in 2008 and immaterial in 2007.

Cost of equipment and accessories in Russia fixed operations reached US$5.5 million in 2008 or 5.4% of consolidated costs of handsets and
accessories. Cost of equipment and accessories in CIS fixed operations was US$0.6 million in 2008. The cost of equipment and accessories in CIS fixed segment in 2007 was immaterial.

Selling, general and administrative expenses. Our consolidated selling, general and administrative expenses increased by US$632.2
million or by 28.7% to US$2,838.5 million during 2008 from US$2,206.3 million during 2007 mainly due to the consolidation of Golden Telecom results.

Selling, general and administrative expenses in Russia mobile operations increased by US$74.2 million or by 3.9% to US$1,977.6 million in 2008 from US$1,903.4 million in 2007. However, as a percentage of
net operating revenues they declined to 26.8% in 2008 from 31.2% in 2007. General and administrative expenses declined by US$176.3 million in 2008. The reduction is explained mainly by a reversal in stockprice based compensation plans expenses
which resulted in US$123.7 million gain in 2008 compared to US$208.3 million expense in 2007. Without these expenses selling, general and administrative expenses in Russia mobile grew mostly in line with revenue growth.

Selling, general and administrative expenses in CIS mobile operations were US$377.4 million in 2008, which was 39.4% higher than US$270.7
million in 2007. In 2008 US$166.1 million were general and administrative expenses, US$73.7 million were spent on technical support and US$137.6 million were spent on sales and marketing.

Selling, general and administrative expenses in Russia fixed operations were US$412.5 million in 2008, which represented 14.5% of
consolidated SG&A expenses in 2008. Of this amount US$336.5 million were general and administrative expenses, US$47.7 million were spent on technical support and US$28.3 million were spent on sales and marketing.

In CIS fixed operations selling, general and administrative expenses amounted to US$70.9 million in 2008, an increase of US$37.0 million
compared to US$33.9 million in 2007. In 2008 US$56.4 million were general and administrative expenses, US$9.7 million were spent for technical support and US$4.7 million were spent on sales and marketing.

Depreciation and amortization expense. Our consolidated depreciation and amortization expense increased by 35.3% to US$1,881.2
million in 2008 from US$1,390.6 million during 2007. The overall increase in depreciation and amortization expense was due primarily to continuing capital expenditures in Russia and CIS coupled with the consolidation of Golden Telecom.

Depreciation and amortization expense in Russia mobile operations increased by 8.6% to US$1,204.7 million in 2008 from US$1,109.0 million
in 2007. In CIS mobile operations they were US$368.3 million in 2008, which was 67.2% higher than US$220.3 million in 2007. The increase was connected with significant capital expenditures in 2008 and second half of 2007 and recognition of assets
revaluation in Kazakhstan as a result of purchase price allocation on acquisition of additional share in KaR-Tel in July 2008.

Depreciation and amortization expense in fixed operations in Russia was US$219.4 million in 2008. It was US$88.5 million in CIS fixed operations in 2008, which was 44.6% higher than US$61.2 million in 2007.

Write offs and impairments. In 2008 we wrote down US$37.6 million related to DVB-H and DVB-T licenses and recognized a US$90.1
million mobile goodwill and long lived assets impairment loss for Ukraine, and US$315.0 million fixed goodwill impairment loss for Russia.

Provision for doubtful accounts. Our consolidated provision for doubtful accounts increased by 3.4% to US$54.7 million during 2008 from US$52.9 million during 2007. As a percentage of net operating
revenues, provision for doubtful accounts decreased to 0.5% in 2008 compared to 0.6% in 2007 due to the reduction in negative balances of prepaid subscribers.

In 2008 provisions for doubtful accounts in Russia mobile declined by 4.0% to US$41.1 million from US$42.8 million in 2007 and also declined in CIS mobile by 31.6% to US$ 6.7 million from US$9.8
million in 2007.

In Russia fixed segment provisions for doubtful accounts were US$5.3 million in 2008. In CIS fixed
operations they were US$1.6 million in 2008 compared to US$0.4 million in 2007.

Operating Income

Primarily as a result of the foregoing, our consolidated operating income increased by 14.9% to US$2,536.0 million during 2008 from
US$2,206.2 million during 2007. Partly this increase is due to a reversal in stockprice based compensation plans expenses which resulted in US$119.3 million gain in 2008 compared to US$208.3 million expense in 2007. Other than that our total
operating income in 2008 stayed stable despite the negative effect of impairment loss in the fourth quarter 2008 in amount of US$442.7 million.

During 2008, our operating income in Russia mobile operations grew by 33.9% to US$2,667.4 million compared to US$1,991.8 million during 2007. This growth in Russia was partly helped by ESOP reversal and
also was the result of the increase in revenues as well as managements efforts to control costs.

Our operating income
in CIS mobile operations declined by 58.8% to US$81.8 million in 2008 from 198.6 million in 2007. The decline was mainly due to an operating loss of US$176.0 million in Ukraine in 2008, caused primarily by the impairment charges



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recorded in 2008 and expenses associated with significant growth of advertising expenses due to active sales and subscriber base growth.

During 2008 we had an operating loss in our fixed operations in Russia which amounted to US$191.2 million due to impairment charge of
US$315.0 million. Operating income in CIS fixed was US$23.9 million, an increase of 51.3% from US$15.8 million in 2007 primarily due to acquisition of Golden Telecom companies in CIS.

Other Income and Expenses

Consolidated interest expense. Our
interest expense increased 154.4% to US$495.6 million during 2008 from US$194.8 million during 2007. The increase in our interest expense during this period was primarily attributable to an increase in the overall amount of our debt during 2008 from
US$2,766.6 million to US$8,442.9 million.

Consolidated Foreign currency exchange gain/loss. We recorded a US$1,142.3
million foreign currency exchange loss during 2008 as compared to a US$73.0 million foreign currency exchange gain during 2007. The depreciation of the Russian ruble against the U.S. dollar during 2008 resulted in a significant foreign exchange loss
during 2008 from a corresponding revaluation of our U.S. dollar denominated financial liabilities under our loan agreements.

In order to reduce our foreign currency risk, in November 2006, we entered into a series of forward agreements to acquire US$972.7 million in Russian rubles to hedge our U.S. dollar denominated liabilities due in 2007 and the first quarter
of 2008 (including a swap agreement in the principal amount of US$236.1 million).

In March and August 2007, we entered into a
series of forward agreements to acquire US$173.6 million in Russian rubles to hedge our short-term US dollar denominated liabilities due in the first and second quarters of 2008 (including a zero-cost collar agreement in the principal amount of
US$120.6 million).

In August 2006, we entered into a forward agreement to acquire US$110.0 million in Kazakh tenge to hedge
financial liabilities of KaR-Tel. In October 2006, the forward agreement was restructured into a swap agreement in a principal amount of US$100.0 million to purchase U.S. dollars for Kazakh tenge at the fixed rate of 122.64 Kazakh tenge per U.S.
dollar and transfer our floating U.S. dollar interest rate loans to a fixed Kazakh tenge loan with an interest rate of 9.9%. As of December 31, 2007, we had a swap agreement to purchase U.S. dollars for Kazakh tenge with principal amount of
US$90.3 million. In March 2008 these swap agreements were terminated due to changes in Kartel-EBRD loan agreement.

In March
and October 2008 we entered into a series of zero-cost collar agreements to acquire US$1,495.4 million in Russian rubles to hedge our U.S. dollar denominated liabilities due in 2008 and the first, second and third quarters of 2009.

In March 2009, we entered into a series of forward agreements to acquire US$166.7 million in Russian rubles to hedge our short-term US
dollar denominated liabilities due in the fourth quarter of 2009.

The net foreign exchange gains of US$120.1 million and
US$39.3 million, for the years ended December 31, 2008 and 2007, respectively, net other losses of US$5.5 million and US$2.2 million for the years ended December 31, 2008 and 2007, respectively, were included in the accompanying
consolidated statements of income and related to the change in fair value of derivatives.

Consolidated Income tax
expense. Our income tax expense decreased 48.8% to US$303.9 million during 2008 from US$593.9 million during 2007. The decrease in income taxes was primarily due to lower income before taxes in 2008 and the benefit of the change in the Russian
and Kazakh income tax rates as it relates to deferred income taxes. Our effective income tax rate of 34.1% during 2008 was higher than our effective income tax rate of 28.0% in 2007 primarily due to tax non-deductible impairment loss and loss from
associates.

Net income attributable to VimpelCom and net income attributable to VimpelCom per share. In 2008, our net
income attributable to VimpelCom was US$524.3 million, or US$10.32 per common share (US$0.52 per ADS), compared to US$1,462.7 million or US$28.78 per common share (US$1.44 per ADS) during 2007. In 2008, we reported diluted net income attributable to
VimpelCom of US$10.32 per common share (US$0.52 per ADS), compared to diluted net income attributable to VimpelCom of US$28.78 per common share (US$1.44 per ADS) during 2007.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Operating Revenues

Our net operating revenues increased by 47.3% to US$7,171.1 million during 2007 from
US$4,868.0 million during 2006. Net operating revenues from our operations in Russia, excluding intragroup transactions, increased by 38.4% to US$6,090.3 million during 2007 from US$4,400.3 million during 2006. Net operating revenues from our
operations in Russia constituted 84.9% of our total net operating revenues during 2007 compared to 90.4% in 2006.

We
increased our net operating revenues in 2007 primarily as a result of increased traffic on our network, improved ARPU, an increase in interconnect fees between mobile operators and a full year of consolidation of the results of our Armenian
operations, which we acquired in November 2006.

Service revenues. Our service revenues increased by 47.7% to
US$7,161.8 million during 2007 from US$4,847.7 million during 2006. Service revenues constituted approximately 99.9% and 99.6% of our net operating revenues for the years ended December 31,



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2007 and 2006, respectively. Our service revenues include revenue from airtime charges from contract and prepaid subscribers, monthly contract fees, interconnect fees from other mobile and
fixed-line operators, charges from value added services and roaming charges.

During 2007, we generated US$4,886.8 million of
our services revenues from airtime charges from contract and prepaid subscribers and monthly contract fees, or 68.1% of net operating revenues, compared to US$3,415.4 million, or 70.1% of net operating revenues in 2006. The increase was primarily
related to increased traffic on our network.

During 2007, we generated US$1,053.5 million of our service revenues from
interconnect revenues, or 14.7% of net operating revenues, compared to US$503.9 million, or 10.3% of net operating revenues in 2006.

This increase was primarily related to the introduction of CPP in Russia in July 2006. Specifically, in response to the introduction of CPP in Russia we began to charge fixed-line operators rather than our subscribers for incoming calls, we
increased interconnect fees with other mobile operators and we increased pricing on some tariff plans. The increase in our interconnect revenues in 2007 was also due to increased traffic on our network.

During 2007, we generated US$834.3 million of our service revenues from value added services, or 11.6% of net operating revenues, compared
to US$641.2 million, or 13.2% of net operating revenues in 2006. In Russia, we generated US$736.4 million of revenues from value added services, or 88.3% of our revenues from value added services, in 2007, compared with US$603.3 million of revenues
from value added services, or 94.1% of our revenues from value added services, in 2006. We did not derive a significant amount of revenue from value added services in the CIS. The increase in our value added services revenues was primarily due to
increased consumption of value added services in Russia during 2007 compared to 2006 as a result of our promotional and marketing campaigns.

During 2007, we generated US$241.4 million of our service revenues from roaming revenues generated by our subscribers, or 3.4% of net operating revenues, compared to US$149.5 million, or 3.0% of net
operating revenues in 2006. During 2007, we generated US$133.8 million of our service revenues from roaming revenues received from other mobile services operators for providing roaming services to their subscribers, or 1.9% of net operating
revenues, compared to US$126.8 million, or 2.6% of net operating revenues in 2006. These increases were primarily due to improved and expanded network coverage and an increase roaming activity due to an increase travel by our subscribers and persons
roaming on our network.

Revenues from sales of handsets and accessories. Revenues from sales of handsets and
accessories during 2007 decreased by 66.3% to US$6.5 million from US$19.3 million during 2006, primarily as a result of a decrease in the price of handsets and an increase in dealer sales (as opposed to sales from our company). We are shifting away
from the sale of handsets.

Operating Expenses

Our total operating expenses increased by 43.0% to US$4,964.9 million during 2007 from US$3,470.7 million during 2006. Total operating expenses from our operations in Russia increased by 36.8% to
US$4,101.8 million during 2007 from US$2,998.6 million during 2006. Total operating expenses from our operations in Russia constituted 82.6% of our total operating expenses during 2007 compared to 86.4% in 2006.

Service costs. Our service costs increased by 50.1% to US$1,309.3 million during 2007 from US$872.4 million during 2006. As a
percentage of total operating expenses, our service costs increased to 26.4% during 2007 from 25.1% during 2006. Our gross margin percentage remained stable at 81.7% during 2007, the same as in 2006. Gross margin is defined as net operating revenues
less selected operating costs (specifically, service costs and costs of handsets and accessories).

Our service costs
increased slightly relative to the growth in operating revenues primarily due to the introduction of CPP as the interconnect fees per minute charged to our company increased due to revised payment terms with other mobile and fixed-line operators. As
a percentage of net operating revenues, our service costs increased to 18.3% during 2007 from 17.9% during 2006.

Cost of
handsets and accessories. Our cost of handsets and accessories decreased by 68.3% to US$5.8 million during 2007 from US$18.3 million during 2006. This decrease was primarily due to the decreased volume of sales of handsets. Our cost of handsets
and accessories as a percentage of net operating revenues declined to 0.1% during 2007 compared to 0.4% during 2006.



Selling, general and administrative expenses. Our selling, general and administrative expenses increased by 46.7% to US$2,206.3
million during 2007 from US$1,503.6 million during 2006. The increase in selling, general and administrative expenses during 2007 resulted primarily from: (1) a US$159.1 million increase in stock price based compensation expenses due to new
options granted under our stock based compensation plans in 2007 and rapid appreciation of VimpelComs share price in 2007; (2) a US$144.3 million increase in salaries and bonuses due to the launch of new bonus programs for our employees;
(3) a US$127.3 million increase in dealers commissions and advertising expenses relating to the acquisition of new subscribers; (4) a US$88.4 million increase in technical support and maintenance expenses due to increased
equipment-related costs and payments for licenses, frequencies and permissions; (5) an approximately US$41.1 million increase in rent, utilities and repair of offices due to annual increase in fees for services and opening of new offices;
(6) an approximately US$27.9 million increase in software support; (7) a US$23.4 million increase in property and other taxes due to our overall growth in 2007; (8) a US$22.9 million increase in dealer commissions for the sale of
prepaid subscriber cards and payment commissions relating to existing subscribers; (9) a US$17.5 million increase in required payments to the universal services fund; and (10) a US$50.8 million increase in other expenses due to
increase business activity in both Russia and the CIS.



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As a percentage of net operating revenues, our selling, general and administrative expenses
remained level at 30.8% during 2007 compared to 30.9% during 2006.

Depreciation and amortization expense. Our
depreciation and amortization expense increased by 31.9% to US$1,390.6 million in 2007 from US$1,054.5 million during 2006. The overall increase in depreciation and amortization expense was due primarily to continuing capital expenditures in Russia,
Kazakhstan, Ukraine and Tajikistan, coupled with the first full year consolidation of the amortization expenses of Unitel, Mobitel and ArmenTel, all of which we acquired in 2006.

Provision for doubtful accounts. Our provision for doubtful accounts increased by 142.2% to US$52.9 million during 2007 from US$21.8
million during 2006. As a percentage of net operating revenues, provision for doubtful accounts increased to 0.6% in 2007 compared to 0.4% in 2006 due to the increase in negative balances of prepaid subscribers, the extension of post-paid tariff
plans and recent acquisitions in the CIS.

Operating Income

Primarily as a result of the foregoing, our operating income increased by 57.9% to US$2,206.2 million during 2007 from US$1,397.3 million
during 2006. During 2007, our operating income in Russia grew by 41.9% to US$1,991.8 million compared to US$1,403.2 million during 2006. This growth in Russia was primarily attributable to increased traffic on our networks, an increase in
interconnect charges between mobile operators, as well as managements efforts to control costs. In 2007, our operating income in Kazakhstan grew by 355.5% to US$216.8 million compared to US$47.6 million in 2006 primarily due to an increase in
our subscriber base, along with a stable ARPU. In 2007, we had an operating loss of US$43.2 million in Ukraine compared with US$61.7 million operating loss in 2006. The improvement in our operating loss was primarily due to the costs associated with
launching our re-branded commercial operations in April 2006 and significant growth of advertising expenses due to active sales and subscriber base growth and the opening of branches countrywide, which resulted in technical and administrative
expense growth in 2006. In 2007, our operating income in Uzbekistan grew by 114.3% to US$25.5 million compared to US$11.9 million during 2006 primarily due to significant growth in our subscriber base which lead to an increase of net operating
revenues. We believe that the increase in our total operating income in 2007 was primarily attributable to our focus on revenue growth and increasing ARPU, which, when combined with our efforts to control costs relative to growth, resulted in an
increase in our operating income during 2007.

Other Income and Expenses

Interest expense. Our interest expense increased 4.5% to US$194.8 million during 2007 from US$186.4 million during 2006. The increase
in our interest expense during this period was primarily attributable to an increase in the overall amount of our debt during 2007.

Foreign currency exchange gain/loss. We recorded a US$73.0 million foreign currency exchange gain during 2007 as compared to a US$24.6 million foreign currency exchange gain during 2006. The appreciation of the Russian ruble against
the U.S. dollar during 2007 resulted in a significant foreign exchange gain during 2007 from a corresponding revaluation of our U.S. dollar denominated financial liabilities under our loan agreements. In order to reduce our foreign currency risk, in
November 2006, we entered into a series of forward agreements to acquire US$972.7 million in Russian rubles to hedge our U.S. dollar denominated liabilities due in 2007 and the first quarter of 2008 (including a swap agreement in the principal
amount of US$236.1 million). In March and August 2007, we entered into a series of forward agreements to acquire US$173.6 million in Russian rubles to hedge our short-term US dollar denominated liabilities due in the first and second quarters of
2008 (including a zero-cost collar agreement in the principal amount of US$120.6 million). As of December 31, 2007, we had swap and forward agreements to purchase U.S. dollars for Russian rubles in an aggregate amount of US$220.8 million. In
August 2006, we entered into a forward agreement to acquire US$110.0 million in Kazakh tenge to hedge financial liabilities of KaR-Tel. In October 2006, the forward agreement was restructured into a swap agreement in a principal amount of US$100.0
million to purchase U.S. dollars for Kazakh tenge at the fixed rate of 122.64 Kazakh tenge per U.S. dollar and transfer our floating U.S. dollar interest rate loans to a fixed Kazakh tenge loan with an interest rate of 9.9%. As of December 31,
2007, we had a swap agreement to purchase U.S. dollars for Kazakh tenge with principal amount of US$90.3 million.

Income
tax expense. Our income tax expense increased 52.0% to US$593.9 million during 2007 from US$390.7 million during 2006. This income tax expense consisted of current and deferred taxes. The increase was primarily due to the increase in our taxable
income. Our effective income tax rate of 28.0% during 2007 was lower than our effective income tax rate of 32.2% in 2006.

Net income attributable to VimpelCom and net income attributable to VimpelCom per share. In 2007, our net income attributable to VimpelCom was US$1,462.7 million, or US$28.78 per common share (US$1.44 per ADS), compared to US$811.5
million or US$15.94 per common share (US$0.80 per ADS) during 2006. In 2007, we reported diluted net income attributable to VimpelCom of US$28.78 per common share (US$1.44 per ADS), compared to diluted net income attributable to VimpelCom of
US$15.93 per common share (US$0.79 per ADS) during 2006.



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Liquidity and Capital Resources

Consolidated Cash Flow Summary

The following table shows our cash flows
for the years ended December 31, 2008, 2007 and 2006 (in millions of U.S. dollars):



|                                                             |  |                         |          |   |      |     |          |      |  |     |          |  
|------------------------------------------------------------ |  | ----------------------- | -------- | - | ---- | --- | -------- | ---- |  | --- | -------- | -
|                                                             |  | Year ended December 31, |         
|                                                             |  | 2008                    |          |   | 2007 |     |          | 2006 | 
|Consolidated Cash Flow                                       |  |                         |          |   |      |     |          |      |  |     |          |  
|Net cash flow provided by operating activities               |  | US$                     | 3,421.9  |   |      | US$ | 3,037.7  |      |  | US$ | 1,971.3  |  
|Net cash flow (used in) provided by financing activities     |  |                         | 3,750.9  |   |      |     | (193.7   | )    |  |     | 292.9    |  
|Net cash flow used in investing activities                   |  |                         | (7,177.2 | ) |      |     | (2,234.6 | )    |  |     | (2,287.0 | )
|Effect of exchange rate changes on cash and cash equivalents |  |                         | (84.6    | ) |      |     | 49.8     |      |  |     | 3.7      |  
|Net cash flow                                                |  |                         | (89.0    | ) |      |     | 659.2    |      |  |     | (19.2    | )

During the years ended
December 31, 2008, 2007 and 2006, we generated positive cash flows from our operating activities and negative cash flows from investing activities. During the year ended December 31, 2008, we recorded a positive free cash flow (before
acquisitions) of US$851.1 million. Free cash flow (before acquisitions) is a non-U.S. GAAP financial measure and we calculate it as net cash provided by our operating activities (in the amount of US$3,421.9 million), less capital expenditures
(excluding acquisitions) (in the amount of US$2,570.8 million). We believe that free cash flow provides useful information to investors because it is an indicator of our companys operational and financial performance and represents our ability
to generate cash after accruals required to maintain or expand our asset base. Cash flow from financing activities was positive during the year ended December 31, 2008, negative during the year ended December 31, 2007 and positive during
the year ended December 31, 2006. The positive cash flow from financing activities during the year ended December 31, 2008 was mostly due to the receipt of proceeds from a US$1,500.0 million bridge term loan facility entered into on
8 February 2008 and further refinanced by the issuance of US$2,000.0 million limited-recourse loan participation notes by VIP Finance Ireland Limited on April 30, 2008, US$2,000.0 million syndicated term loan facility entered into on
8 February 2008, US$750.0 million loan facility signed with Sberbank on 14 February 2008 and the receipt of proceeds from a syndicated loan facility in the aggregate amount of EUR551.0 million entered into on 15 October 2008. The
negative cash flow from financing activities during the year ended December 31, 2007 was primarily the result of our payment of cash dividends of US$587.3 million (including related withholding tax), as well as purchase of minority interest in
consolidated subsidiaries in the amount of US$992.8 million. The positive cash flow from financing activities during December 31, 2006 was mostly due to the receipt of proceeds from a US$367.2 million loan to our company by UBS (Luxembourg)
S.A. in connection with the sale of an aggregate of US$600.0 million 8.25% loan participation notes issued by, but without recourse to, UBS (Luxembourg) S.A. (US$232.8 million of these loan participation notes was used to exchange loan participation
notes issued in June and July 2004).

As of December 31, 2008, we had negative working capital of US$1,407.8 million,
compared to negative working capital of US$272.8 million as of December 31, 2007. Working capital is defined as current assets less current liabilities. Further increase in working capital deficit as of December 31, 2008 was mainly
attributed to short-term debt. As of December 31, 2008, short-term debt amounted to US$1,909.2 million compared to US$526.5 million as of December 31, 2007. The growth in total debt as well as short term debt was linked primary to
significant acquisitions done in 2008. Increase in total debt derived the consequent increase in accrued interests payable from US$24.7 million as of December 31, 2007 to US$84.6 million as of December 31, 2008.

Our cash and cash equivalents balance changed insignificantly year on year. As of December 31, 2008, it was US$914.7 million (primarily
held in U.S. dollars and Russian rubles), compared to US$1,003.7 million as of December 31, 2007.

As of
December 31, 2008, our customer advances amounted to US$454.7 million compared to US$386.9 million as of December 31, 2007. The turnover of customer advances is approximately one month, and the growth in our customer advances as of
December 31, 2008 was primarily due to an increase in subscriber base and the total volume of operations.

Other factors
that impacted working capital decrease were: increase in receivables due from related parties by US$162.8 mainly attributable to advance for future services; increase in other current assets linked to advance payment of income tax in amount of
US$154.8 million as of December 31, 2008 and forwards of US$109.8 million, and other less significant movements in total amount of US$40.1 million.

The working capital is monitored on regular basis by the management. We expect to repay our debt as it becomes due from our operating cash flows or through additional borrowings. Short term borrowing
payments are split during the year, the major part of short term borrowings become due in the first and third quarters 2009. As of now the first quarter payment amounted US$571.0 million, was made and we expect to make the remaining payments as they
become due. We believe that our working capital is sufficient to meet our present requirements and will provide us with adequate funds for our present and future obligations.

Operating activities

During 2008, net cash provided by operating
activities was US$ 3,421.9 million, a 12.6% increase over the US$3,037.7 million of net cash provided by operating activities during 2007, which, in turn, was a 54.1% increase over the US$1,971.3 million of net cash provided by operating
activities during 2006. The improvement in net cash provided by operating activities during 2008 as compared to 2007 and 2006 was primarily due to the increase in the volume of operations, which, in turn, was primarily the result of an increase in
the number of subscribers and an increase in the usage of our services by existing subscribers during each of these periods. The decrease in our net income in 2008 as compared to 2007 did not affect our operating cash flows as the decrease in net
income was primarily the result of depreciation and amortization, foreign exchange losses and write offs and impairments, all of which are non-cash in nature.



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Financing activities

The following table provides a summary of VimpelComs outstanding indebtedness with an outstanding principal balance exceeding US$10.0 million as of December 31, 2008. Many of the agreements
relating to this indebtedness contain various restrictive covenants, including change of control restrictions and financial covenants. In addition, certain of these agreements subject our subsidiaries to restrictions on their ability to pay
dividends or repay debts to VimpelCom. For additional information on this indebtedness, please refer to the notes to VimpelComs consolidated financial statements contained elsewhere in this Exhibit to our Report of Foreign Private Issuer on
Form 6-K. For information regarding changes in certain of our outstanding indebtedness subsequent to December 31, 2008, see 2009 below. For a description of some of the risks associated with certain of our indebtedness, please
refer to the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk Factors.



|          |  |                                                                                                               |  |                                   |  |                               |  |                                                |  |                                              |  |                 
|--------- |  | ------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ----------------------------- |  | ---------------------------------------------- |  | -------------------------------------------- |  | ----------------
|Borrower  |  | Type of debt/lender                                                                                           |  | Interest rate                     |  | Outstanding debt(In millions) |  | Maturity date                                  |  | Guarantor                                    |  | Security        
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from UBS (Luxembourg) S.A. (funded by the issuance of loan participation notes by UBS (Luxembourg) S.A.) |  | 8.25%                             |  | US$600.0                      |  | May 22, 2016                                   |  | None                                         |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from UBS (Luxembourg) S.A. (funded by the issuance of loan participation notes by UBS (Luxembourg) S.A.) |  | 8.375%                            |  | US$300.0                      |  | October 22, 2011                               |  | None                                         |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from UBS (Luxembourg) S.A. (funded by the issuance of loan participation notes by UBS (Luxembourg) S.A.) |  | 8.0%                              |  | US$300.0                      |  | February 11, 2010                              |  | None                                         |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from VIP Finance Ireland (funded by the issuance of loan participation notes by VIP Finance Ireland)     |  | 8.375%                            |  | US$1,000.0                    |  | April 30, 2013                                 |  | None                                         |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from VIP Finance Ireland (funded by the issuance of loan participation notes by VIP Finance Ireland)     |  | 9.125%                            |  | US$1,000.0                    |  | July 19, 2018                                  |  | None                                         |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from Sberbank                                                                                            |  | 9.75%                             |  | US$204.2  (RUR6,000.0)        |  | August 30, 2009                                |  | None                                         |  | Promissory notes
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from VC-Invest (funded by the RUR denominated bonds by VC-Invest)                                        |  | 9.05%                             |  | 340.4                         |  | July 19, 2013                                  |  | VimpelCom                                    |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from UBS (Luxembourg) S.A. (funded by the issuance of loan participation notes by UBS (Luxembourg) S.A.) |  | 10.0%                             |  | US$217.2(1)                   |  | June 16, 2009                                  |  | None                                         |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|URS       |  | Loan arranged by Standard Bank Plc, SMBCE and VTB Bank Europe plc                                             |  | LIBOR plus  1.15%                 |  | US$100.0                      |  | March 26, 2010                                 |  | VimpelCom                                    |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|KaR-Tel   |  | Loan from European Bank of Reconstruction and Development                                                     |  | LIBOR plus  2.05% (A)and 1.85%(B) |  | US$128.0                      |  | December 18, 2014 (A) and December 18, 2012(B) |  | VimpelCom  for up to US$20.0 million         |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from HSBC Bank plc                                                                                       |  | 6 monthMOSPRIMEplus 0.08%         |  | US$58.4                       |  | March 28, 2014                                 |  | EKN                                          |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan arranged by Citibank, N.A.                                                                               |  | LIBOR plus  0.1%                  |  | US$61.2                       |  | November 7, 2012                               |  | Euler Hermes  Kreditver- sicherungs (Hermes) |  | None            
|          |  |                                                                                                               |  |                                   |  |                              
|VimpelCom |  | Loan from Svenska Handelsbanken                                                                               |  | LIBOR plus  0.325%                |  | US$57.0                       |  | November 30, 2012                              |  | Swedish Export Credits Guarantee Board (EKN) |  | None            



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                               |  |                              |  |           |  |                                         
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | ----------------------------- |  | ---------------------------- |  | --------- |  | ----------------------------------------
|Borrower  |  | Type of debt/lender                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Interest rate       |  | Outstanding debt(In millions) |  | Maturity date                |  | Guarantor |  | Security                                
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|VimpelCom |  | Loan from Sberbank                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 9.25%               |  | US$16.2                       |  | April 14, 2009               |  | None      |  | Common stock of RTI and promissory notes
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|VimpelCom |  | Loan from Sberbank                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 13.0%               |  | US$608.8                      |  | February 13, 2013            |  | None      |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|VimpelCom |  | Loan from Syndicate of Banks Syndicated loan from the Bank of Tokyo-Mitsubishi UFJ, LTD., Barclays Capital, BNP Paribas, Commerzbank Aktiengesellschaft, Standard Bank PLC, Sumitomo
Mitsui Banking Corporation Europe Limited, WestLB AG, London Branch, EDC, Nordea Bank AB, ZAO Citibank                                                                                                                                                        |  | EURIBOR plus  2.3%* |  | US$777.2                      |  | October 15, 2011             |  | None      |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|VimpelCom |  | Syndicated loan from ABN AMRO Bank N.V., Barclays Capital, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank plc, ING Bank N.V. and UBS Limited                                                                                                                                                                                                                                                                                                       |  | LIBOR plus1.5%*     |  | US$2,000.0                    |  | February 8, 2011             |  | None      |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|VimpelCom |  | Promissory Notes (3)                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                    |  | US$72.1                       |  | November, 2009               |  | None      |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|Sovintel  |  | Syndicated loan from Citibank
N.A., Bahrain ING BANK (EURASIA) ZAO ZAO Banca Intesa Bayerische Landesbank Commerzbank (Eurasija) SAO Export Development Canada HSBC Bank Plc HVB Banque Luxembourg
Société Anonyme Bank Austria Creditanstalt AG KfW, Frankfurt Skandinaviska Enskilda Banlen AB Bank WestLB Vostok (ZAO) BNP Paribas IKB Deutsche Industriebank AG Closed Joint Stock
Company International Moscow Bank VTB Bank (Deutschland) AG |  | Libor plus2.0%      |  | US$275.0                      |  | January 25, 2012             |  | None      |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|VimpelCom |  | Loans from Bayerische Hypo- und Vereinsbank and Nordea Bank AG                                                                                                                                                                                                                                                                                                                                                                                     |  | LIBOR plus  0.35%   |  | US$25.0                       |  | May 6, 2010 and May 17, 2010 |  | Hermes    |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|URS       |  | Loan from Raiffeisen Zentralbank Österreich AG                                                                                                                                                                                                                                                                                                                                                                                                     |  | LIBOR plus  1.25%   |  | US$32.0                       |  | October 19, 2009             |  | VimpelCom |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|URS       |  | Loan from Bayerische Landesbank                                                                                                                                                                                                                                                                                                                                                                                                                    |  | LIBOR plus  1.0%    |  | US$32.0                       |  | December 12, 2009            |  | VimpelCom |  | None                                    
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     |  |                              
|VimpelCom |  | Loan from Svenska Handelsbanken                                                                                                                                                                                                                                                                                                                                                                                                                    |  | LIBOR plus  0.325%  |  | US$24.9                       |  | May 20, 2011                 |  | EKN       |  | None                                    



|* | Interest rate was increased by 1.00% p.a. for 12 months period starting from effective date of the Amendment Agreements, (May 6, 2009 and May 5, 2009
respectively).
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|                                                               |  |                                                                    |  |                         |  |                               |  |                                    |  |                                                                                                  |  |                                                
|-------------------------------------------------------------- |  | ------------------------------------------------------------------ |  | ----------------------- |  | ----------------------------- |  | ---------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | -----------------------------------------------
|Borrower                                                       |  | Type of debt/lender                                                |  | Interest rate           |  | Outstanding debt(In millions) |  | Maturity date                      |  | Guarantor                                                                                        |  | Security                                       
|                                                               |  |                                                                    |  |                         |  |                              
|KaR-Tel                                                        |  | Loan from Bayerische Hypo- und Vereinsbank AG                      |  | LIBOR plus  0.4%        |  | US$15.6                       |  | May 4, 2011                        |  | Hermes and ATF Bank (for up to US$20.0 million)                                                  |  | ATF Bank guarantee secured by network equipment
|                                                               |  |                                                                    |  |                         |  |                              
|Armentel                                                       |  | Equipment financing agreement with Intracom S.A. Telecom Solutions |  | Variousrates            |  | US$14.7  (9.5)               |  | Various dates through 2012         |  | None                                                                                             |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|KaR-Tel                                                        |  | Loan from Citibank International plc                               |  | LIBOR plus0.3%          |  | US$19.3                       |  | August 28, 2011                    |  | British Export Credits                                                                           |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|KaR-Tel                                                        |  | Loan arranged by Citibank, N.A.                                    |  | LIBOR plus0.25%         |  | US$10.2                       |  | January 24, 2010 and July 24, 2010 |  | Guarantee Department (ECGD) and VimpelCom up to an aggregate of US$30.0 million (for both loans) |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|Unitel                                                         |  | Equipment financing agreement with Huawei                          |  | 8.0%                    |  | US$30.8                       |  | Various dates through 2009         |  | None                                                                                             |  | Network equipment                              
|                                                               |  |                                                                    |  |                         |  |                              
|KaR-Tel                                                        |  | Loan from Bayerische Landesbank                                    |  | LIBOR plus0.38%         |  | US$37.8                       |  | December 27, 2012                  |  | Hermes Export Credit Agency                                                                      |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|KaR-Tel                                                        |  | Loan from und Vereinsbank AG                                       |  | LIBOR plus              |  | US$8.8                        |  | December 21,                       |  | EKN                                                                                              |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|Armentel                                                       |  | Loan from BNP Paribas                                              |  | 6 monthEURIBORplus 0.9% |  | US$10.0(10.4)                |  | Various dates through 2012         |  | None                                                                                             |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|Freevale Enterprises Inc(2)                                    |  |                                                                    |  | 61.0%                   |  | US$41.9                       |  | August 31, 2009                    |  | None                                                                                             |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|URS                                                            |  | Loan from OTP Bank                                                 |  | LIBOR plus  3.0%        |  | US$10.0                       |  | November 9, 2009                   |  | VimpelCom                                                                                        |  | None                                           
|                                                               |  |                                                                    |  |                         |  |                              
|Other loans, equipment financing and capital lease obligations |  |                                                                    |  |                         |  | US$23.0                       |  |                                   |  |                                                                                                 |  |                                               



|(1) | In connection with the exchange offer by our company completed in May 2006, the outstanding principal amount due under this loan was reduced from US$450.0 million to
US$217.2 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In April 2007, we entered into an agreement to sell a 33.3% ownership interest in its wholly-owned subsidiary, Freevale for a sale price of US$20.0 million. Freevale
owns 21.0% of Unitel. The sale effectively represents 7.0% of Unitel. The transaction was finalized on June 14, 2007. In connection with this agreement, the purchaser granted us an option to acquire the entire remaining interest held by the
purchaser and, simultaneously, we granted the purchaser an option to sell to us the entire remaining interest held by the purchaser. The future price is based on a prescribed formula; however in no event will the future price be less than US$57.5
million or more than US$60.0 million. Following the provisions of EITF No. 00-4, Majority Owners Accounting for a Transaction in the Shares of a Consolidated Subsidiary and a Derivative Indexed to the Minority Interest in That Subsidiary, the
sale consideration was accounted for as a secured borrowing of US$20.0 million. The borrowing will be accreted to the minimum purchase price of the put and call arrangement up to August 31, 2009, which is the date at which the put and call
options first become exercisable. As of December 31, 2008, principal amount of debt outstanding under this agreement was US$41.9 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In November and December 2008, VimpelCom issued promissory notes in the amount equivalent to US$81.6 million as of December 31, 2008. The promissory notes were
issued as an advance payment to secure future services. The promissory notes are ruble-denominated and bear no interest. They mature at weekly intervals within the period up to November, 2009. As of December 31, 2008 the outstanding debt under
promissory notes was US$72.1 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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2009.

On 11 February, 2009 VimpelCom submitted to the Russian Federal Financial Markets Service documentation required for the potential issuance of Russian ruble-denominated bonds through LLC
VimpelCom-Invest, a wholly owned subsidiary of VimpelCom. The bonds may be issued depending on VimpelComs funding needs within a period of one year from the date on which the Russian Federal Financial Markets Service registers the submitted
documentation. The proposed amount of the issue is up to 30 billion Russian rubles, which is the equivalent of approximately US$834.9 million at Central Bank of Russia exchange rate as of 11 February 2009. The bonds will be guaranteed by
VimpelCom.

The proposed maturity period is five years. The coupons are to be paid semiannually. Bond holders will have the
right to sell their bonds to VimpelCom-Invest earlier under conditions which will be determined prior to the public placement. The bonds may be issued in three series with face values of 10 billion rubles for each, and the coupon rate for each
series will be determined for the period prior to exercise of the put-option or redemption, depending on market conditions. The annual interest rate will be defined as the result of a public placement.

VimpelCom intends to use the proceeds from the bonds for refinancing of its existing indebtedness denominated in foreign currency and the
development of VimpelComs core business. There is no assurance that VimpelCom will be able to issue these bonds or that if it does issue the bonds, that it will be able to issue bonds for the full amount intended.

On March 10, 2009, VimpelCom signed a three year loan agreement with Sberbank in the amount of RUR 8,000.0 million. The loan agreement
bears annual maximum interest at a rate of 19.0% and matures on December 27, 2011. The indebtedness under this loan agreement will be secured by the pledge of the telecommunication equipment in the Ruble amount equivalent to US$235.5 million as
of March 10, 2009.

On March 10, 2009, VimpelCom signed a four year loan agreement with Sberbank in the amount of
US$250.0 million. The loan agreement bears annual maximum interest at a rate of 13.0% and matures on December 27, 2012. The indebtedness under this loan agreement will be secured by the pledge of the telecommunication equipment in the amount of
US$257.5 million.

On March 24, 2009, VimpelCom signed a seven year loan agreement with HVB in the amount of US$160.2
million. The facility is guaranteed by EKN export credit agency. The facility is to finance equipment and services provided to VimpelCom by Ericsson on a reimbursement basis. The principal amount will be repaid in 14 equal semi-annual payments plus
interest equal to 6-month LIBOR plus 1.95% per annum. The maturity date of the loan is 2016.

In March 2009, we entered
into a series of forward agreements to acquire US$166.0 million in Russian rubles to hedge our short-term US dollar denominated liabilities due in the fourth quarter of 2009.

In accordance with terms of the US$275.0 million facility agreement dated 25 January 2007 among Golden Telecom, Inc., EDN Sovintel LLC,
GTS Finance, Inc. and syndicate of banks, Golden Telecom, Inc. must provide its audited consolidated financial statements. An event of default occurs in case annual consolidated financial statements are not provided within 120 days after the end of
the financial year and this breach is not remedied within 21 subsequent business days. On April 30, 2009 we have received a waiver from lenders with an extension of financial statements delivery period until May 29, 2009. The Company
intends to sign an amendment to the loan facility in order to exclude the requirement to submit consolidated financial statements of Golden Telecom, Inc. or make prepayment of the full amount of the facility in case signing of the amendment is not
possible.

On April 28, 2009 we signed an Amendment Agreement in relation to a US$3,500.0 million Facility Agreement
dated February 8, 2008 and as amended by an amendment and transfer agreement dated March 28, 2008 arranged by ABN AMRO Bank N.V., London Branch, Barclays Capital, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank plc., ING Bank N.V. and UBS
Limited as Mandated Lead Arrangers and Bookrunners with Citibank International plc acting as Agent. In accordance with the terms of the Amendment Agreement certain financial covenants and general undertakings were changed, including, among others,
decrease of the required minimum level of the Total Shareholders Equity from US$3,000.0 million to US$2,000.0 million which will be applicable to the financial statements for the first three quarters of 2009 and for the 2009 financial year. Starting
from the financial statements for the first quarter of 2010 and thereafter, the minimum required level of the Total Shareholders Equity will be returned to the level of US$3,000.0 million. The interest rate was increased by 1.00% p.a. for 12 months
period starting from May 6, 2006 when the Amendment Agreement becomes effective.

On April 28, 2009 we signed an
Amendment Agreement relating to a EUR 600.0 million Term Loan Facility Agreement dated October 15, 2008, as amended and restated by a first amendment agreement dated November 12, 2008 and further amended by a second amendment
agreement dated February 11, 2009 arranged by the Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Capital, BNP Paribas, Commerzbank Aktiengesellschaft, Standard Bank Plc., Sumitomo Mitsui Banking Corporation Europe Limited and Westlb AG, London
Branch as Mandated Lead Arrangers and Bookrunners with Standard Bank Plc acting as Agent. In accordance with the terms of the Amendment Agreement certain financial covenants and general undertakings were changed, including, among others, decrease of
the required minimum level of the Total Shareholders Equity from US$3,000.0 million to US$2,000.0 million which will be applicable to the financial statements for the first three quarters of 2009 and for the 2009 financial year. Starting from the
financial statements for the first quarter of 2010 and thereafter the required minimum level of the Total Shareholders Equity will be returned to the level of US$3,000.0 million. The interest rate was increased by 1.00% p.a. for 12 months period
starting from May 5, 2009 when the Amendment Agreement becomes effective.

On February 13, 2008, VimpelCom advanced
to Crowell Investments Limited (Crowell), under a loan agreement as of February 11, 2008, (the Loan Agreement), a loan in the principal amount of US$ 350.0. million and at the interest rate of 10.0%.



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The loan is secured by 25.0% of the shares of Limnotex Developments Ltd., the parent company of KaR-Tel. The loan agreement was entered into after Crowell acquired the entire issued share capital
of Menacrest Limited (Menacrest), which is the parent company of LLC Sky Mobile (Sky Mobile), a mobile operator in Kyrgyzstan. Crowell granted the Company two call options over the entire issued share capital of Menacrest.
The loan has been recorded in long-term loans receivable and related accrued interest of US$26.7 million in other current assets.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for new debt securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or
exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Investing activities

Our investing activities included capital
expenditures on the purchase of equipment, telephone line capacity, frequency allocations, buildings and other assets as a part of the ongoing development of our mobile networks and acquisitions of businesses. In 2008, our total payments for
purchases of equipment, intangible assets, software and other non-current assets were approximately US$2,444.6 million (compared to US$1,690.7 million and US$1,607.2 million during 2007 and 2006, respectively). In 2008, our total payments in respect
of acquisitions (net of cash holdings of acquired companies) were approximately US$4,134.6 million (compared to US$301.3 million and US$679.8 million during 2007 and 2006, respectively).

Acquisitions and dispositions

Our significant acquisitions and disposals from 2006, 2007 and 2008 are described below.

On January 18, 2006, we acquired 100.0% of Buztel for a purchase price of US$60.0 million plus the assumption of approximately US$2.4 million in debt. On February 9, 2006, we acquired 100.0% of Unitel for a purchase price of
US$200.0 million plus the assumption of approximately US$7.7 million in debt. Buztel and Unitel held national GSM-900 and GSM-1800 licenses. At the time of their acquisitions, Buztel and Unitel had approximately 2,500 and 364,000 subscribers,
respectively. In July 2006, we merged Buztel into Unitel.

On July 11, 2006, we acquired 51.0% of Mobitel and a call
option for the remaining 49.0% for a purchase price of US$12.6 million plus the assumption of approximately US$0.2 million in net debt of Mobitel. Mobitel held a national GSM-1800 license that covers the entire territory of Georgia. At the time of
its acquisition, Mobitel had no subscribers.

On November 16, 2006 we acquired 90.0% of ArmenTel, which held a GSM-900
license and had fixed line operations in Armenia, for a purchase price of approximately US$445.0 million. At the time of its acquisition, ArmenTel had approximately 400,000 mobile subscribers and 600,000 fixed line subscribers.

On December 14, 2006, we acquired 75.0% of Dominanta, a mobile digital television services company in the DVB-H standard in
Moscow and the Moscow region, for a purchase price of approximately US$10.5 million. At the time of its acquisition, Dominanta had no subscribers. In connection with this transaction, the seller granted us an option to acquire the entire interest
held by the seller and we granted the seller an option to sell to us its entire interest under certain circumstances for a price to be determined based on a prescribed procedure.

From December 2006 through September 2007, KaR-Tel acquired 100.0% of Teta Telecom, a holding company which holds 100.0% of
KZ-Trans, a fiber-optic operator in Kazakhstan, and a minority interest in Limited Liability Partnership TNS-Plus, which holds a license for long-distance operations, for an aggregate purchase price of approximately US$10.1
million. Teta Telecom increased its stake in TNS-Plus from 2.0% to 49.0%, for an aggregate consideration of approximately US$4.5 million. Teta Telecom also has the right to acquire an additional 2.0% interest in TNS-Plus (bringing its total
shareholding to 51.0%) upon a change in Kazakh legislation allowing foreign entities to control long-distance operators.

In
April 2007, we entered into an agreement to sell a 33.3% ownership interest in its wholly-owned subsidiary, Freevale for a sale price of US$20.0 million. Freevale Enterprises owns 21.0% of Unitel. The sale effectively represents 7.0% of Unitel. The
transaction was finalized on June 14, 2007. In connection with this agreement, the purchaser granted us an option to acquire the entire remaining interest held by the purchaser and, simultaneously, we granted the purchaser an option to sell to
us the entire remaining interest held by the purchaser.

On April 18, 2007, we acquired the remaining
10.0% of ArmenTel that the Government of Armenia had owned. The purchase price of the additional 10.0% was US$55.9 million, which constitutes approximately 1/9th of the final price paid by us for the 90.0% of the shares of
ArmenTel when we acquired ArmenTel in November 2006. In addition, in the third quarter of 2007 we paid a purchase price adjustment of approximately US$0.7 million representing 10.0% of the undistributed net profit of ArmenTel for the period from
December 1, 2006 to March 31, 2007.

On August 13, 2007, we acquired Closed Joint Stock Company CSK,
which holds GSM 900/1800 and D-AMPS licenses covering the Irkutsk Region. We acquired 100.0% of the shares of CSK for approximately US$235.5 million. At the time of its acquisition, CSK had approximately 571,000 subscribers.

Golden Telecom. On December 21, 2007, two of our subsidiaries and Golden Telecom, a leading provider of fixed-line
telecommunications and Internet services in major population centers throughout Russia and other countries in the CIS, signed a



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definitive merger agreement pursuant to which an indirect wholly-owned subsidiary of our company commenced a tender offer on January 18, 2008, to acquire 100.0% of the outstanding shares of
Golden Telecoms common stock at a price of US$105.0 per share in cash. The initial tender offer period and subsequent tender offer period closed on February 26, 2008 with 94.4% of the outstanding shares of Golden Telecoms common
stock being tendered. On February 28, 2008, our indirect wholly owned subsidiary was merged with and into Golden Telecom and Golden Telecom became our indirect wholly owned subsidiary. The total purchase price for 100.0% of the shares of Golden
Telecom was US$4,316.2 million. In connection with the merger, the outstanding and unvested employee stock options and stock appreciation rights relating to Golden Telecoms common stock were converted into the right to receive US$105.0 in cash
less the exercise price relating to such options and US$53.8 in cash less the exercise price relating to such rights, respectively. The right to receive such payments continues to vest in accordance with the original vesting schedules for such
options and rights respectively.

On June 11, 2008 VimpelCom increased its share of ownership in Closed Joint Stock
Company Cortec (Corbina Telecom), 51.0% subsidiary of Golden Telecom by acquiring the remaining 49% from Inure Enterprises Ltd. for US$404.0 million and US$4.2 million of costs related to acquisition. As a result of this transaction,
VimpelCom and its subsidiary together now own 100% of the shares of Corbina Telecom. The step acquisition was recorded under purchase method of accounting. The Companys financial statements reflect the allocation of the purchase price based on
a fair value assessment of the assets acquired and liabilities assumed, and as such, the Company has assigned US$68.1 million to intangible assets which will be amortized over a weighted average period of approximately 12 years, recording of a
deferred tax liability in the amount of US$17.3 million and adjusted minority interest by US$40.4 million. The total fair value of identifiable net assets acquired amounted to US$95.3 million. The excess of the acquisition cost over the fair value
of identifiable net assets of Corbina Telecom amounted to US$312.9 million and assigned to Russia fixed reporting unit.

On
July 8, 2008 VimpelCom and its 100% owned direct subsidiary Ararima Enterprises Limited (Cyprus) (Ararima) signed a Joint Venture and Shareholders Agreement (the Agreement) to establish a mobile telecommunications joint
venture in Vietnam under the name of GTEL-Mobile Joint Stock Company (the GTEL-Mobile). The other participants in the Joint Venture Company are Global Telecommunications Corporation (GTEL), a Vietnamese state-owned enterprise
and GTEL TSC, a subsidiary of GTEL. Subject to the conditions contained in the Agreement and in accordance with the Vietnamese investment laws, Ararima received a 40.0% voting and economic interest in the Joint Venture Company in consideration for
an equity investment of US$266.6 million that has been paid in full. GTEL and GTEL TSC have equity interests in the Joint Venture Company of 51.0% and 9.0%, respectively. GTEL-Mobile has received all of the regulatory approvals required under the
Agreement, including the registration of the GTEL-Mobile, GSM license and related frequencies.

On July 16, 2008,
VimpelCom through Ararima acquired an indirect 90.0% voting and economic interest in the Cambodian company Sotelco Ltd. (Sotelco), which holds a GSM 900/1800 license and related frequencies for the territory of Cambodia. The transaction
was made through the purchase of 90.0% of Sotelcos parent company, Atlas Trade Limited (BVI) (Atlas), for US$28.0 million from Altimo Holdings and Investments Limited (Altimo), a related party of VimpelCom. The
remaining 10.0% of Atlas are owned by a local partner, a Cambodian entrepreneur. VimpelCom has also acquired a call option to purchase the 10.0% interest of the local partner. The acquisition of Sotelco was accounted for as an asset purchase of the
telecom license through a variable interest entity. On acquisition, the Company allocated approximately $41.6 million to license, $8.3 million to deferred tax liability and $5.1 million to noncontrolling interest.

Other Acquisitions

On July 1, 2008 VimpelCom exercised its option to acquire from Crowell an additional 25.0% less one share of Limnotex Developments Limited (Limnotex) for US$561.8 million. Limnotex is the parent company of KaR-Tel,
VimpelComs operating subsidiary in Kazakhstan. As a result of the exercise, VimpelComs overall direct and indirect share stake in Limnotex increased from 50.0% plus one share to 75.0%. The acquisition was recorded as step acquisition
under the purchase method of accounting. The Companys financial statements reflect the allocation of the purchase price based on a fair value assessment of the assets acquired and liabilities assumed, and as such, the Company has assigned
US$147.7 million to intangible assets which will be amortized over a weighted average period of approximately 7 years, recording of a deferred tax liability in the amount of US$42.8 million and adjusted minority interest by US$153.9 million. The
fair value of acquired identifiable net assets amounted to US$99.9 million. The excess of the acquisition cost over the fair market value of the identifiable net assets amounted to US$309.4 million. This amount was recorded as goodwill, was assigned
to the Kazakhstan reporting unit and is subject to annual impairment tests. To ensure a path to complete ownership over KaR-Tel, in June 2008 we amended our existing contractual arrangements with Crowell to include new put and call option
arrangements with respect to the remaining 25.0% share in Limnotex held by Crowell. The put option is exercisable by Crowell between January 1, 2010 and December 31, 2010, at a price of US$550.0 million in the aggregate. The call option is
exercisable by our company any time between the date of delivery of KaR-Tels 2008 audited financial statements and December 31, 2011, at a price determined by a fair value-based pricing mechanism. We are required to exercise the call option in
full by December 31, 2011.

During the year 2008 the Company completed several small
acquisitions of fixed line telecommunication operators in different regions of Russia with the total consideration of US$32.2 million. The acquisitions were recorded under the purchase method of accounting. The fair value of acquired identifiable
net assets of the acquired companies amounted to US$21.9 million and adjusted minority interest by US$11.7 million. The excess of the acquisition cost over the fair market value of the identifiable net assets amounted to US$10.3 million. This amount
was recorded as goodwill, was mainly assigned to the Russia fixed reporting unit and is subject to annual impairment tests.



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Future liquidity and capital requirements

Telecommunications service providers require significant amounts of capital to construct networks and attract subscribers. In the foreseeable
future, our further expansion will require significant investment activity, including the acquisition of equipment and possibly the acquisition of other companies.

Our capital expenditures for 2008 were approximately US$2,570.8 million for the purchase of property and other long-lived assets and for 2007 were approximately US$1,772.8 million. Our capital
expenditures in 2009 will mainly consist of maintenance expenditures, with the exception of rollover of network in Cambodia and necessary investments to meet 3G license capital requirements in Russia. The actual amount of our capital expenditures
for 2009 will depend on market development and our performance.

On April 24, 2009, the Board of Directors of the Company
has decided unanimously to recommend to the Annual General Shareholders meeting that the Company not pay dividends on its common stock based on 2008 results.

We anticipate that the funds necessary to meet our current capital requirements and those to be incurred in the foreseeable future (including with respect to any possible acquisitions) will come from:



| |  |  | cash currently held by our company;
| | - |  | -----------------------------------



| |  |  | operating cash flows;
| | - |  | ---------------------



| |  |  | Export Credit Agency guaranteed financing;
| | - |  | ------------------------------------------



| |  |  | borrowings under bank financings, including credit lines currently available to us;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | syndicated loan facilities; and
| | - |  | -------------------------------



| |  |  | debt financings from Russian and international capital markets.
| | - |  | ---------------------------------------------------------------

We believe that funds from a number of these sources, coupled with cash on hand, will be sufficient to meet our projected capital
requirements for the next 12 months.

We expect positive cash flows from operations will continue to provide us with internal
sources of funds. The availability of external financing is difficult to predict because it depends on many factors, including the success of our operations, contractual restrictions, availability of guarantees from export credit agencies, or ECAs,
the financial position of international and Russian banks, the willingness of international banks to lend to Russian companies and the liquidity of international and Russian capital markets. The actual amount of debt financing that we will need to
raise will be influenced by the actual pace of subscriber growth over the period, network construction, our acquisition plans and our ability to continue revenue growth and stabilize ARPU. For the risks associated with our ability to meet our
financing needs, see the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessWe anticipate that we will need additional capital and we may not be able
to raise it.

Contractual Obligations

As of December 31, 2008, we had the following contractual obligations, including long-term debt arrangements, equipment financing, capital leases, and commitments for future payments under
non-cancelable lease arrangements and purchase obligations. We expect to meet our payment requirements under these obligations with cash flows from our operations and other financing arrangements. Subsequent to December 31, 2008, there have
been a number of additional changes in certain of our outstanding indebtedness. For more information regarding these changes, see Financing activities2009.



|                                 |  |                                                         |  |                |  |          |  |          |  |                
|-------------------------------- |  | ------------------------------------------------------- |  | -------------- |  | -------- |  | -------- |  | ---------------
|                                 |  | Payments due by period (in millions of U.S. dollars)(1)
|                                 |  | Total                                                   |  | Lessthan1 year |  | 1-3years |  | 3-5years |  | Morethan 5years
|Contractual Obligations(2)       |  |                                                         |  |                |  |          |  |          |  |                
|Long-term debt(3)                |  | 8,225.4                                                 |  | 1,819.8        |  | 3,401.8  |  | 1,391.9  |  | 1,611.9        
|Equipment financing              |  | 216.5                                                   |  | 88.7           |  | 91.9     |  | 30.7     |  | 5.2            
|Capital lease obligations        |  | 1.2                                                     |  | 0.8            |  | 0.4      |  |         |  |               
|Non-cancelable lease obligations |  | 201.1                                                   |  | 86.0           |  | 28.2     |  | 21.5     |  | 65.3           
|Purchase obligations(4)          |  | 173.1                                                   |  | 83.6           |  | 88.5     |  | 0.2      |  | 0.9            
|Other long-term liabilities      |  | 6.8                                                     |  | 4.1            |  | 2.7      |  |         |  |               
|Total                            |  | 8,824.1                                                 |  | 2,083.0        |  | 3,613.5  |  | 1,444.3  |  | 1,683.3        



|(1) | Amounts include interest.
|--- | -------------------------

|(2) | Debt payments could be accelerated upon violation of debt covenants.
|--- | --------------------------------------------------------------------



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|(3) | Includes loans from UBS (Luxembourg) S.A. and VIP Finance Ireland Ltd. (funded by the issuance of loan participation notes by UBS (Luxembourg) S.A. and VIP Finance
Ireland Ltd., respectively).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Purchase obligations primarily include our material contractual legal obligations for the future purchase of equipment and services. On August 13, 2008 the Company
entered into an agreement with Apple Sales International (Apple) to purchase 1.5 million iPhone handsets under the quarterly purchase installments over a two year period beginning with commercial launch in the fourth quarter 2008.
The Company made 12% of its quarterly purchase installment of iPhones in 2008 but did not purchase the iPhone handsets in the first quarter of 2009. The amounts do not include our obligation to purchase iPhones under our agreement with Apple as we
are unable to estimate the amount of such obligation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Basis of Presentation of Financial Results

We maintain our records and prepare our statutory financial statements in accordance with Russian accounting principles and tax legislation
and in accordance with U.S. GAAP. Our subsidiaries outside of Russia record and prepare their statutory financial statements in accordance with local accounting principles and tax legislation and in accordance with U.S. GAAP. Our consolidated
financial statements have been prepared in accordance with U.S. GAAP. They differ from our financial statements issued for statutory purposes. The principal differences relate to:



| |  |  | revenue recognition;
| | - |  | --------------------



| |  |  | recognition of interest expense and other operating expenses;
| | - |  | -------------------------------------------------------------



| |  |  | valuation and depreciation of property and equipment;
| | - |  | -----------------------------------------------------



| |  |  | foreign currency translation;
| | - |  | -----------------------------



| |  |  | deferred income taxes;
| | - |  | ----------------------



| |  |  | capitalization and amortization of telephone line capacity;
| | - |  | -----------------------------------------------------------



| |  |  | valuation allowances for unrecoverable assets;
| | - |  | ----------------------------------------------



| |  |  | stock based compensations;
| | - |  | --------------------------



| |  |  | business combinations; and
| | - |  | --------------------------



| |  |  | consolidation and accounting for subsidiaries.
| | - |  | ----------------------------------------------

Our companys consolidated financial statements set forth elsewhere in this Annual Report on Form 20-F/A include the accounts of our company and our consolidated subsidiaries. All inter-company
accounts and transactions have been eliminated. We have used the equity method of accounting for companies in which our company has significant influence. Generally, this represents voting stock ownership of at least 20.0% and not more than 50.0%.

We and our subsidiaries paid taxes computed on income reported for local statutory tax purposes. We based this computation on
local statutory tax rules, which differ substantially from U.S. GAAP. Certain items that are capitalized under U.S. GAAP are recognized under local statutory accounting principles as an expense in the year paid. In contrast, numerous expenses
reported in the financial statements prepared under U.S. GAAP are not tax deductible under local legislation. As a consequence, our effective tax charge was different under local tax rules and under U.S. GAAP.

Certain Factors Affecting our Financial Position and Results of Operations

Our financial position and results of operations as reflected in our consolidated financial statements included elsewhere in this Annual
Report on Form 20-F/A have been influenced by the following additional factors:

Inflation

Russia has experienced periods of high levels of inflation since the early 1990s. In 2006, we introduced a number of Russian ruble
denominated tariff plans, which could expose us to additional inflationary risk. Please also see the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our
BusinessSustained periods of high inflation may materially adversely affect our business. Inflation affects the purchasing power of our mass market subscribers. For the years ended December 31, 2008, 2007 and 2006, Russias
inflation rates were 13.3%, 11.9% and 9.0%. For the year ended December 31, 2008, inflation rates in Ukraine, Kazakhstan, Uzbekistan and Armenia were 22.3%, 9.5%, 7.8% and 5.5% respectively.

Foreign Currency Translation

Russia. Until June 30, 2006, the functional currency of a substantial majority of our operations was the U.S. dollar because the majority of our revenues, costs, property and equipment purchased, debt and trade liabilities were either
priced, incurred, payable or otherwise measured in U.S. dollars. During the second quarter of 2006, we announced the introduction of a fixed exchange rate for subscribers payments which are denominated in U.S. dollars or unit equivalents. The
exchange rate was fixed at 28.7 Russian rubles to 1 unit. The change to a fixed exchange rate was effective for prepaid subscribers from June 1, 2006 and for other subscribers



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from July 1, 2006. We retain the right to amend the fixed exchange rate at our discretion. While this change was partially implemented during the second quarter of 2006, the primary economic
impact from this policy change was realized in the third quarter of 2006. Accordingly, we changed our functional currency from U.S. dollars to Russian rubles beginning July 1, 2006. Pursuant to the provisions of U.S. Statement of Financial
Accounting Standards, or SFAS, No. 52, Foreign Currency Translation, previously issued financial statements should not be restated, and the change in functional currency should be reported prospectively. The impact of the change in
functional currency on the financial statements was an increase in the opening translated carrying values of the following non-monetary assets and liabilities as of July 1, 2006 (in thousands of U.S. dollars):



|                                                                |  |         |  
|--------------------------------------------------------------- |  | ------- | -
|Property and equipment, net                                     |  | 242,169 |  
|Software, net                                                   |  | 30,350  |  
|Telecommunications licenses and allocations of frequencies, net |  | 21,206  |  
|Goodwill                                                        |  | 11,856  |  
|Other non-current assets                                        |  | 4,862   |  
|Other                                                           |  | 7,786   |  
|Deferred taxes                                                  |  | (12,529 | )
|                                                                |  |         |  
|Total                                                           |  | 305,700 |  

This increase in the opening carrying amount of non-monetary assets and liabilities has been reflected in shareholders equity as part of other comprehensive income.

We have retained the U.S. dollar as our reporting currency. Therefore, the financial statements, after the change of the functional currency
date, were translated into the reporting currency in accordance with SFAS No. 52 using the current rate method. On December 31, 2008, 2007 and 2006, the official Russian ruble-U.S. dollar exchange rate was 29.3804 Russian rubles per U.S.
dollar, 24.5462 Russian rubles per U.S. dollar and 26.3311 Russian rubles per U.S. dollar, respectively. During the first quarter of 2009 Russian ruble has devalued more than 15.0% against U.S. dollar due to financial crisis.

We have implemented a number of risk management activities to minimize currency risk and exposure in Russia and certain of the other
countries in which we operate. For information regarding these risk management activities, see the section of this Annual Report on Form 20-F/A entitled Item 11Quantitative and Qualitative Disclosures About Market Risk.

Kazakhstan. The national currency of the Republic of Kazakhstan is the Kazakh tenge. Management has determined KaR-Tels
functional currency to be the Kazakh tenge as it reflects the economic substance of the underlying events and circumstances of the company. The Kazakh tenge is not a convertible currency outside Kazakhstan. The Kazakh tenge has seen a steady
appreciation against the U.S. dollar since 2003, but during the first quarter of 2009 the Kazakh tenge has devalued more than 25.0% due to financial crisis. At December 31, 2008 and 2007 the official Kazakh tenge-U.S. dollar exchange rate was
120.77 and 120.55 tenges, respectively, per U.S. dollar.

Ukraine. The national currency of the Ukraine is the
Ukrainian hryvnia. Management has determined URSs functional currency to be the Ukrainian hryvnia as it reflects the economic substance of the underlying events and circumstances of the company. The Ukrainian hryvnia is not a convertible
currency outside Ukraine. At December 31, 2008 and December 31, 2007, the official Ukrainian hryvnia-U.S. dollar exchange rate was 7.70 and 5.05 per U.S. dollar, respectively.

Tajikistan. The national currency of the Tajikistan is the Tajik somoni. Management has determined Tacoms functional currency
to be the U.S. dollar as it reflects the economic substance of the underlying events and circumstances of the company. The Tajik somoni is not a convertible currency outside Tajikistan. At December 31, 2008, the official Tajik somoni-U.S.
dollar exchange rate was 3.4519 per U.S. dollar. At December 31, 2007, the official Tajik somoni-U.S. dollar exchange rate was 3.4645 per U.S. dollar.

Uzbekistan. The national currency of the Uzbekistan is the Uzbek sum. Management has determined Unitels functional currency to be the U.S. dollars as it reflects the economic substance of the
underlying events and circumstances of the company. The Uzbek sum is not a convertible currency outside Uzbekistan. At December 31, 2008 the official Uzbek sum-U.S. dollar exchange rate was 1,393.00 per U.S. dollar. At December 31,
2007 the official Uzbek sum-U.S. dollar exchange rate was 1,290.00 per U.S. dollar.

Armenia. The national
currency of the Republic of Armenia is the Armenian dram. Management has determined Armentels functional currency to be the Armenian dram as it reflects the economic substance of the underlying events and circumstances of the company. The
Armenian dram is not a convertible currency outside Armenia. At December 31, 2008 the official Armenian dram-U.S. dollar exchange rate was 306.73 drams per U.S. dollar. At December 31, 2007 the official Armenian dram-U.S. dollar exchange
rate was 304.57 drams per U.S. dollar. During the first quarter of 2009 Armenian dram has devaluated more than 20% against U.S. dollar due to financial crisis.

Georgia. The national currency of the Republic of Georgia is the Georgian lari. Management has determined Mobitels functional currency to be the Georgian lari as it reflects the economic
substance of the underlying events and circumstances of the company. The Georgian lari is not a convertible currency outside Georgia. At December 31, 2008 the official Georgian lari-U.S. dollar exchange rate was 1.6670 per U.S. dollar. At
December 31, 2007 the official Georgian lari-U.S. dollar exchange rate was 1.5916 per U.S. dollar.



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Conversion of foreign currencies which are not convertible outside the applicable country to
U.S. dollars or other foreign currency should not be construed as a representation that such currency amounts have been, could be, or will be in the future, convertible into U.S. dollars or other foreign currency at the exchange rate shown, or at
any other exchange rates.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities. Actual amounts may differ from these estimates. The following critical accounting policies require significant judgments, assumptions and estimates and should be read in conjunction with our
consolidated financial statements included elsewhere in this Annual Report on Form 20-F/A.

In an effort to more accurately
reflect the underlying operational performance the Company decided to change the reporting currency to the Russian ruble, which is the functional currency of core market operations. The changes become effective starting from the first quarter of
2009.

Revenue Recognition

We earn service revenues for usage of our cellular system, which include airtime charges from contract and prepaid subscribers, monthly contract fees, interconnect fees from other mobile and fixed-line
operators, roaming charges and charges for value added services. Interconnect revenue include revenues from mobile and fixed-line operators that was earned from the services rendered for traffic termination from other operators. Roaming revenues
include revenues from our customers who roam outside their selected home coverage area and revenues from other mobile carriers for roaming by their customers on our network. Value added services include SMS, MMS, caller number identification, voice
mail, call waiting, data transmission, mobile Internet, music downloads and other services. The cost of content revenue relating to VAS is presented net of related costs when the Company acts as an agent of the content providers. Generally, these
features generate additional revenues through monthly subscription fees or increased mobile usage through utilization of the features. Service revenue is generally recognized when the services (including value added services and roaming revenue) are
rendered. Prepaid cards, used as a method of cash collection, are accounted as customer advances for future services. Prepaid cards do not have expiration dates but are subject to statutory expiration periods, and unused balances are added to
service revenue when cards expire. Also we use E-commerce systems, retail offices and agent locations as channels for receiving customer payments. Revenue from Internet services is measured primarily by the time spent by subscribers online using
Internet services. Revenue from service contracts is accounted for when the services are provided. Payments from customers for equipment are not recognized as revenue until installation and testing are completed and accepted by the customer.
Domestic Long Distance/International Long Distance (DLD/ILD) and zonal revenues are recorded gross or net depending on the contractual arrangements with the end-users. We recognize DLD/ILD and zonal revenues from local operators net of
payments to these operators for interconnection and agency fees when local operators establish end-user tariffs and assume credit risk. Revenues are stated net of value-added tax and sales tax charged to customers.

Our billing cycles cut-off times require us to estimate the amount of service revenue earned but not yet billed at the end of each
accounting period. We estimate our unbilled service revenue by reviewing the amounts subsequently billed and estimating the amounts relating to the previous accounting period based on the number of days covered by invoices and other relevant
factors. Actual service revenues could be greater or lower than the amounts estimated due to the different usage of airtime in different days. We have analyzed the potential differences and believe that historically they have not been material.

In line with SEC Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements, we defer
telecommunications connection fees. Deferred revenues are subsequently recognized over the estimated average customer lives under tariff plans, which provide for payment of connection fees and which are periodically reassessed by us, and such
reassessment may impact our future operating results.

Long Lived Assets and Impairments

We state our property and equipment at historical cost. We depreciate our telecommunications equipment, including equipment acquired under
capital leases, using the straight-line method over its estimated useful life of seven to nine years or the lease term, whichever is shorter. Fixed-line telecommunication equipment is depreciated using the straight-line method over its estimated
useful life from three to twelve years. We depreciate capitalized leasehold improvement expenses for base station positions using the straight-line method over the estimated useful life of seven years, or the lease term, whichever is shorter. We
depreciate buildings using the straight-line method over estimated useful lives of twenty years. Office and measuring equipment, vehicles and furniture are depreciated using the straightline method over estimated useful lives ranging from five to
ten years. The actual economic lives may be different than our estimated useful lives, thereby resulting in different carrying value of our property and equipment. Changes in technology, our intended use of property and equipment or issues related
to our ability to operate in an area due to licensing problems may cause the estimated useful lives or the value of these assets to change. We perform periodic internal studies to confirm the appropriateness of the estimated useful economic lives of
our property and equipment. These studies could result in a change in the depreciable lives of our property and equipment and, therefore, our depreciation expense in future periods.

We account for impairment of long-lived assets, except for goodwill, in accordance with the provisions of SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of



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an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by
the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment tests require estimates in respect of the
grouping of long-lived assets. We test long-lived assets for impairment when there are indicators of impairment, such as: significant decrease in the market prices of long-lived assets, significant adverse change in the extent or manner in which
long-lived assets are being used or in their physical condition, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived assets, including an adverse action or assessment by a regulator,
etc. The determination of whether there are impairment indicators requires judgment on our behalf. The use of different assumptions in our estimated future cash flows when determining whether the assets are impaired may result in additional
impairment charge.

Goodwill and Intangible Assets

Intangible assets consist primarily of telecommunication licenses, customer relationships, telephone line capacity, goodwill and other intangible assets. VimpelCom capitalizes payments made to third party
suppliers to acquire access to and for use of telephone lines (telephone line capacity). These payments are accounted for as intangible assets and are amortized on a straight-line basis over ten years. Telecommunication licenses are amortized on a
straight-line basis within the estimated useful lives determined based on the management estimation of future economic benefits from these licenses. Customer relationships are amortized using pattern of consumption of economic benefit associated
with them. Other intangible assets are amortized on a straight-line basis over their estimated useful lives, generally from four to ten years.

Goodwill represents the excess of consideration paid over the fair value of net assets acquired in purchase business combinations and is not amortized. VimpelCom has acquired identifiable intangible
assets through its acquisition of interests in various enterprises. The cost of acquired entities at the date of acquisition is allocated to identifiable assets and the excess of the total purchase price over the amount assigned to identifiable
assets is recorded as goodwill.

The actual economic lives of intangible assets may be different than our estimated useful
lives, thereby resulting in a different carrying value of our intangible assets with finite lives. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, we continue to evaluate the amortization period for intangible
assets with finite lives to determine whether events or circumstances warrant revised amortization periods. These evaluations could result in a change in the amortizable lives of our intangible assets with finite lives and, therefore, our
amortization expense in future periods. Historically we have had no material changes in estimated useful lives of our intangible assets.

In accordance with SFAS No. 142, we test goodwill for impairment on an annual basis. Additionally, goodwill is tested for impairment between annual tests if an event occurs or circumstances change
that would more likely than not reduce the fair value of an entity below its carrying value. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale
or disposition of a significant portion of our business or other factors.

Goodwill impairment is determined using a two-step
process. The first step involves a comparison of the estimated fair value of each of the Companys eight geographic reporting units to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value
of a reporting unit using a combination of a discounted cash flow (DCF) analysis and a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates,
perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based approach. The cash flows employed in the DCF analyses are based on the Companys most
recent budget and, for years beyond the budget, the Companys estimates, which are based on assumed growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective
reporting units. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. If the estimated fair value of a reporting
unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the
goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting units goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The
implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that
unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting units
goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess.

Allowance for
Doubtful Accounts

The allowance estimation process requires management to make assumptions based on historical results,
future expectations, the economic and competitive environment, and other relevant factors. Allowances for doubtful accounts receivable are maintained based on historical payment patterns, aging of accounts receivable and actual collection history.
We maintain allowances for doubtful accounts for estimated losses from our subscribers inability to make payments that they owe us. In order to estimate the appropriate level of this allowance, we analyze historical bad debts and changes in
our customer payment patterns. If the financial condition of our subscribers were to deteriorate and to impair their ability to make payments to us, additional allowances might be required in future periods. Changes to allowances may be required if
the financial condition of our customers improves or deteriorates or if we adjust our credit standards for new customers, thereby resulting in collection patterns that differ from historical experience.



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Valuation Allowance for Deferred Tax Assets

We record valuation allowances related to tax effects of deductible temporary differences and loss carry forwards when it is more likely than
not that some or all of the deferred tax assets will not be realized in the future. These evaluations are based on expectations of future taxable income, reversals of the various taxable temporary differences and the consideration of any available
tax planning strategies. Each of these approaches to estimating future taxable income includes substantial judgment and assumptions related to, among other things, our expected levels of future taxable profits, the timing pattern of reversing future
taxable differences and our abilities to actually implement a tax planning strategy. As of December 31, 2008, our deferred tax asset amounted to US$98.8 million net of allowance of US$74.7 million.

Business Combinations

We
have entered into certain acquisitions in the past and may make additional acquisitions in the future. Our financial statements are impacted by the manner in which we allocate the purchase price in a business combination, as assets that are
considered to be wasting will reduce future operating results, whereas goodwill and certain other intangible assets are of a non-amortizing nature, therefore there is no income statement impact.

As part of our purchase price allocation, it is necessary to develop the appropriate purchase price paid, which includes the fair value of
securities issued and any contingent consideration. In general, we do not issue securities for our acquisitions. After the purchase price is established, we have to allocate that to the underlying assets acquired and liabilities assumed, therefore
assets and liabilities that are not originally reflected in the acquired entity need to be assessed and valued. This process requires significant judgment on our part as to what those assets and liabilities are and how they should be valued. The
valuation of the individual assets, in particular intangible assets related to assets such as customer intangibles, brands, etc., require us to make significant assumptions, including, among others, the expected future cash flows, the appropriate
interest rate to value those cash flows and expected future customer churn rates. All of these factors, which are generally developed in conjunction with the guidance and input of professional valuation specialists, require judgment and estimates. A
change in any of these estimates or judgments could change the amount of the purchase price to be allocated to the particular asset or liability. The resulting change in the purchase price allocation to a non-goodwill asset or liability has a direct
impact on the residual amount of the purchase price that cannot be allocated, referred to as goodwill.

Stock-based
Compensation

As of January 1, 2006 we adopted SFAS No. 123 (revised 2004) Share Based Payment, or SFAS
No. 123R, which is a revision of SFAS No. 123 and SFAS No. 95, Statement of Cash Flows. Under SFAS No. 123R companies must calculate and record the cost of equity instruments, such as stock options or restricted stock, awarded to
employees for services received in the income statement; pro forma disclosure is no longer permitted. The cost of the equity instruments is to be measured based on the fair value of the instruments on the date they are granted (with certain
exceptions) and is required to be recognized over the period during which the employees are required to provide services in exchange for the equity instruments.

The assessment of the fair value of a stock-based compensation award requires us to use a significant amount of judgment as it relates to the variables used in the valuation model. Historically, we have
used the Black Scholes option pricing model. The Black Scholes model requires us to estimate the expected volatility, life of the options, risk free rate and our expected dividend yield. Modifications to one or more of these inputs could change the
fair value of the option, which in turn would change our reported stock-based compensation expense and our estimated liability to settle these options.

On December 24, 2008 we modified our stock-based compensation program to satisfy equity classification requirements. The modification was applied to all the options outstanding as of modification
date. In determination of fair value we considered historical data on estimated life of the options, forfeiture rates and volatility since from employees standpoint no changes to the amount of award were proposed. The historical stock based
compensation provision accrued at the modification date in the amount of US$12.0 million was reclassified from liability to equity and no gain or loss was recognized as of the modification date.

Recent Accounting Pronouncements

In September 2006, the FASB issued FASB statement No. 157, or SFAS No. 157, Fair Value Measurements. The standard provides guidance for using fair value to measure assets and liabilities. The standard applies whenever other
standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We
adopted SFAS 157 for financial assets and liabilities on January 1, 2008 and the adoption of SFAS No. 157 did not have a material impact on our results of operations or financial position.

In February 2007, the FASB issued FASB statement No. 159, or SFAS No. 159, The Fair Value
Option for Financial Assets or Financial Liabilities. The standard permits entities to choose to measure many financial instruments and certain other items at fair value. The statement is expected to expand the use of fair value measurement.
SFAS No. 159 shall be effective as of the beginning of each reporting entitys first fiscal year that begins after November 15, 2007 but earlier adoption is allowed under certain conditions. The adoption of SFAS No. 159 did not
have a material impact on our results of operations or financial position.

In December 4, 2007, the FASB issued SFAS
No. 141(R), Business Combinations. This new standard will significantly change the financial accounting and reporting of business combination transactions in consolidated financial statements. We are required to



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adopt SFAS No. 141(R) on January 1, 2009, and early adoption and retroactive application are prohibited. Under SFAS 141(R), acquisition related costs should not be capitalized any
longer but expensed as incurred. As of December 31, 2008, we have written off such expenses related to potential acquisitions in the amount of US$17.7 million.

In June 2007, the Emerging Issues Task Force reached a consensus on EITF Issue No. 06-11, or EITF No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.
EITF No. 06-11 provides that companies are required to recognize the tax benefits of dividends on unvested share-based payments in equity and reclassify those tax benefits from additional paid-in capital to the income statement when the related
award is forfeited (or is no longer expected to vest). The Issue is effective for dividends declared in fiscal years beginning after December 15, 2007. The impact of adopting EITF Issue No. 06-11 is not expected to have a material impact
on our results of operations or financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This standard amends and expands the disclosure requirements of SFAS No. 133 and requires
qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in
derivative agreements. We have not yet determined the effect the adoption of SFAS No. 161 will have on our consolidated financial statements.

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements, an amendment to ARB No. 51. This new standard significantly changes
the financial accounting and reporting of noncontrolling (or minority) interests in consolidated financial statements. Under SFAS No. 160, noncontrolling interest in a consolidated subsidiary should be displayed in the consolidated statement of
financial position as a separate component of equity. Losses attributable to the parent and the noncontrolling interest in a subsidiary should be attributed to that interest, even if that attribution results in a deficit noncontrolling interest
balance. On January 1, 2009, we adopted SFAS No. 160 and, accordingly, have retrospectively changed the classification and presentation of noncontrolling interest in our consolidated financial statements for all periods presented, which we
previously referred to as minority interest, as required. As a result of the implementation of SFAS No. 160, US$221.0 million and US$288.4 million relating to noncontrolling interests as of December 31, 2008 and December 31, 2007,
respectively, have been reclassified from minority interest in liabilities to noncontrolling interests within equity. Also, cash outflows from purchase of minority interest in consolidated subsidiaries in the amount of US$992.8 million were
reclassified from investing activities to financing activities in our Consolidated Statement of Cash Flows for the year ended December 31, 2008. Subsequently, we restated the noncontrolling interest in our consolidated financial statements as
of December 31, 2008 (see Note 23, Restatement of the Measurement of Noncontrolling Interest, to our consolidated financial statements included elsewhere in this Annual Report on Form 20-F/A).

Related Party Transactions

We have entered into transactions with related parties and affiliates. Please see the section of this Annual Report on Form 20-F/A entitled Item 7Major Shareholders and Related Party TransactionsB. Related Party
Transactions.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that is material to investors.





|ITEM 6. | Directors, Senior Management and Employees
|------- | ------------------------------------------

A. Directors and Senior Management

As of April 30, 2009, the members of our board of directors, management
committee, audit commission and other senior management were as follows:



|                             |  |     |  |                                                              |  | 
|---------------------------- |  | --- |  | ------------------------------------------------------------ |  | 
|Name(1)                      |  | Age |  | Title                                                        |  | 
|Alexey M. Reznikovich(2)     |  | 40  |  | Chairman of Board of Directors                               |  | 
|Mikhail M. Fridman(2)        |  | 44  |  | Director                                                     |  | 
|Kjell-Morten Johnsen(3)      |  | 41  |  | Director                                                     |  | 
|Dr. Hans-Peter Kohlhammer(3) |  | 62  |  | Director                                                     |  | 
|Jo O. Lunder(3)              |  | 47  |  | Director                                                     |  | 
|Oleg A. Malis(2)             |  | 34  |  | Director                                                     |  | 
|Leonid R. Novoselsky(2)      |  | 39  |  | Director                                                     |  | 
|Ole Bjorn Sjulstad(3)        |  | 46  |  | Director                                                     |  | 
|Jan Edvard Thygesen(3)       |  | 57  |  | Director                                                     |  | 
|Alexander Y. Torbakhov(4)    |  | 37  |  | General Director                                             |  | 
|Boris Nemsic(4)              |  | 52  |  | Chief Executive Officer                                      |  | 
|Elena A. Shmatova(4)         |  | 50  |  | Executive Vice President, Chief Financial Officer            |  | 
|Dmitry A. Pleskonos(4)       |  | 44  |  | Executive Vice President, Business Development in the CIS    |  | 
|Vladimir V. Riabokon(4)      |  | 38  |  | Executive Vice President, International Business Development |  | 
|Jeffrey D. McGhie(4)         |  | 39  |  | Vice President, General Counsel                              |  | 
|Mattias B. Hertzman(4)       |  | 39  |  | Executive Vice President, Chief Strategy Officer             |  | 
|Kent McNeley(4)              |  | 52  |  | Vice President, Chief Marketing and Sales Officer            |  | 
|Alexander Gersh(3)           |  | 45  |  | Audit Commission Member                                      |  | 
|Halvor Bru(3)                |  | 52  |  | Audit Commission Member                                      |  | 
|Nigel J. Robinson(2)         |  | 41  |  | Audit Commission Member                                      |  | 



|* | Alexander V. Izosimov was CEO and General Director of our company until April 2, 2009. He is appointed to a non-executive position of President for the period from
April 2, 2009, until December 31, 2009.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | The registered business address of each of the individuals is Open Joint Stock Company Vimpel-Communications, 10 Ulitsa 8 Marta, Building 14, Moscow,
Russian Federation 127083.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Alfa Group nominee.
|--- | -------------------

|(3) | Telenor nominee.
|--- | ----------------

|(4) | Member of the management committee.
|--- | -----------------------------------



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Under the terms of a shareholders agreement dated as of May 30, 2001 between Telenor
and Alfa Group, Telenor and Alfa Group have the right to nominate up to four candidates each for election to our board of directors, for so long as each company beneficially owns at least 25.0% plus one share of our companys issued and
outstanding voting capital stock. One of the four candidates nominated by each, however, may not be an employee, officer or director of Telenor, Alfa Group or any of their affiliates, unless Telenor or Alfa Group, as the case may be, beneficially
owns more than 44.0%, but not more than 50.0%, of our issued and outstanding voting capital stock. In addition, for so long as Telenor beneficially owns at least 25.0% plus one share of our companys issued and outstanding voting capital stock,
it is entitled to nominate one additional director to our board of directors (subject to Alfa Groups approval if, at that time, Alfa Group beneficially owns at least 25.0% plus one share of our companys issued and outstanding voting
capital stock). Such additional director may not be an employee, officer, director and/or other affiliate of Telenor, Alfa Group or any of their affiliates. According to recent SEC filings, Alfa Group and Telenor beneficially own 44.0001% and 29.9%,
respectively, of our voting capital stock.

Current Directors

Alexey M. Reznikovich has served as a director of our company since May 2002. Since June 2005, Mr. Reznikovich has served
as Chief Executive Officer of Altimo and a director of Altimos parent company, the Alfa Group Consortium, where he has overall responsibility for business development and for management supervision of the groups investment assets.
Mr. Reznikovich was a member of the board of directors of Golden Telecom from May 2007 until February 2008. Mr. Reznikovich founded EMAX, a business venture to develop internet centers in Russia, and has been a member of the
boards of directors of EMAX and CAFEMAX, an internet cafe chain, since February 2001. From 1998 through 2000, Mr. Reznikovich was a partner at McKinsey & Co. Before joining McKinsey & Co.,
Mr. Reznikovich worked at Procter & Gamble in Italy and Transworld Company in the U.S. Mr. Reznikovich graduated from the Economics Faculty of Moscow State University and received an MBA from Georgetown University/INSEAD
University in 1993.

Mikhail M. Fridman has been a director of our company since July 2001. Mr. Fridman
currently serves as Chairman of the supervisory board of Alfa Group Consortium, and Chairman of the board of directors of OJSC TNKBP. Mr. Fridman also serves as a member of the board of directors of Alfa Bank. He serves as a member of
supervisory board of directors of Pyaterochka Holding N.V., now reorganized into X5 RETAIL GROUP N.V. He is a member of the Public Chamber of the Russian Federation. Since 1989, Mr. Fridman has taken an active role in managing the Alfa Group,
which includes Alfa Finance Holdings S.A. (Alfa Bank, Alfa Capital Holdings Limited and Medpoint Limited), Alfa Eco Telecom (Altimo) and CJSC Trade House Perekriostok. In 1988, Mr. Fridman co-founded the Alfa-Foto cooperative. From 1986
until 1988, Mr. Fridman served as an engineer at Elektrostal metallurgical works. Mr. Fridman graduated with honors from the Faculty of Non-Ferrous Metals of the Moscow Institute of Steel and Alloys.

Kjell-Morten Johnsen has been a director of our company since June 2007. Mr. Johnsen is the CEO of Telenor Serbia, as of
March 2009. Before his appointment in Serbia, Mr. Johnsen served as Senior Vice president of Telenor Central & Eastern Europe and Head of Telenor Russia from February 2006. From 2001 to 2006, Mr. Johnsen worked as Vice president
of Telenor Networks with responsibility for Telenor ASAs fixed line activities in Russia and the CIS. From 1996 to 2000, Mr. Johnsen worked with Norsk Hydro, where he held executive positions both as country manager in Ukraine and as a
manager at the regional headquarters for the CIS, Africa and Latin America, based in Paris. Mr. Johnsen served as a member of Golden Telecom, Inc.s board of directors from December 2003 to February 2008. Mr. Johnsen holds a
masters degree in business administration in strategic management from the Norwegian School of Economics and Business Administration.



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Hans-Peter Kohlhammerhas been a director of our company since June 2008.
Dr. Kohlhammer has been the Chief Executive Officer of Kohlhammer Consulting since August 2006, and has also served as the Chief Executive Officer of Broadnet AG, Hamburg from December 2006 to October 2007. From 2003 to 2006 he was the Chief
Executive Officer and Director General of the telecom company SITA SC, Geneva. From 2001 until 2003 he was the President and Chief Executive Officer of Grundig AG. In 2000 and 2001 he was a self-employed consultant, and from 1998 to 2000 he had
various management positions in Esprit Telecom plc. Mr Kohlhammer has a doctorate degree in Mathematics from Bonn University (PhD).

Jo O. Lunder has been a director of our company since May 2002. Since September 2007, Jo Lunder has served as the President of Ferd Industrial Holding. Mr. Lunder serves as Chairman of the board Elopak AS, Swix Sport AS,
Tomra ASA, Aibel AS and Aibel Group Ltd., and as member of the board of Pronova BioPharma ASA. From February 2005 until September 2007, Mr. Lunder served as Chief Executive Officer of Ementor ASA, a company listed on the Oslo Stock Exchange.
Mr. Lunder served as chairman of the board of directors of our company from October 2003 until June 2005. From April 2001 until October 2003, Mr. Lunder served as Chief Executive Officer of our company, and from May 2001 until October 2003
as our General Director. From September 2000 until April 2001, Mr. Lunder served as our companys President and Chief Operating Officer. From May 2000 until September 2000, Mr. Lunder served as First Deputy Chief Executive Officer and
Chief Operating Officer of our company. From September 1999 until April 2000, Mr. Lunder served as our Chief Operating Officer. From 1993 to August 1999, Mr. Lunder served in various capacities for Telenor and its affiliates, including
Deputy CEO of Telenor Mobile Communications AS and as Managing Director of Telenor Privat AS. Mr. Lunder earned a bachelors degree from Oslo Business School and an MBA from Henley Management College in the U.K. He has also completed a
Management Training program at IMD in Lausanne, Switzerland.

Oleg A. Malis has been a director of our company
since June 2006. Since May 2006, Mr. Malis has served as a member of the board of directors of Turkcell. He has served as Senior Vice President of Altimo since 2005. From November 2005 until February 2008, he served as a member of the board of
directors of Golden Telecom. From 2003 to 2005, Mr. Malis held the office of Senior Vice President and Director of M&A at Golden Telecom. Prior to this time, Mr. Malis held leading positions at Corbina Telecom, a company which he
co-founded in 1993. Mr. Malis graduated from Moscow State Aviation Technological University, Faculty of Ergonomics in 1993.

Leonid R. Novoselsky has been a director of our company since June 2006. He is a co-founder and the General Director of the Gradient Group. Since 2005 Mr. Novoselsky is a General Director of LLC Arbat Prestige
Gradient and a constitutor of LLC Trade house Symposim since 2007. From September 2008 he is a member of the board of directors of OJSC Protec, one of the largest pharmaceutical distributors. In 1993,
Mr. Novoselsky graduated from the Moscow Institute of Steel and Alloys and in 1999, received an MBA from the University of Pennsylvania Wharton Business School.

Ole Bjorn Sjulstad has been a director of our company since June 2008. Mr. Sjulstad joined Telenor in 2000 as a Vice President. Mr. Sjulstad then served as Managing Director of
Telenor Asia Pte Ltd in Singapore from 2002 until 2004 when he relocated to Norway. He continued focusing on emerging markets in Asia as Senior Vice President and Director of Corporate Development, Asia region. In May 2007, he joined Telenors
Central & Eastern European regional unit. In March 2009 Mr. Sjulstad was appointed as Head of Telenor Russia. Mr. Sjulstad has served on the board of directors of Grameenphone Limited, Bangladesh from 2002 until 2009. In the past
Mr. Sjulstad has also served on the boards of directors of Telenors telecommunication companies in Thailand and Malaysia. Mr. Sjulstad holds degrees in Mechanical Engineering and Business Administration from Norway, and has completed
the Program for Executive Development at IMD, Switzerland.

Jan Edvard Thygesen has been a director of our
company since June 2008. Mr. Thygesen has served as Executive Vice President of Telenor ASA since 1999. Since January 2006, he has served as Head of Telenors Central & Eastern European operations. Since joining Telenor in 1979,
Mr. Thygesen has held various positions, including Chief Executive Officer of Sonofon, Executive Vice President and General Manager of Telenor Nordic Mobile, Executive Vice President of Telenor Mobil, President of Telenor Invest AS, Executive
Vice President of Telenor Bedrift AS and President of Telenor Nett AS. He has also served as President of Esat Digifone, Ireland. He is presently serving as Chairman of the boards of directors of various Telenor affiliates, including Pannon GSM in
Hungary, Promonte in Montenegro and Telenor Serbia. Mr. Thygesen is also representing Telenor Mobile Communications AS, which is elected as a member and Chairman of the board in Kyivstar G.S.M. of Ukraine. Mr. Thygesen holds a
bachelors of science in Electronics and Telecommunications from the Norwegian Institute of Technology.



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Senior Management

Alexander Y. Torbakhov was appointed as VimpelComs General Director on April 2, 2009. Since the spring 2005 Alexander has served as the General Director of Life Insurance at
Rosgosstrakh, Russias largest insurance company. In 2001 Mr. Torbakhov became the Chief Financial Officer of IBG NIKoil, and in 2004  First Vice President, Head of Retail Banking. Since March 1997 Mr. Torbakhov has served in
Rinaco Plus Investment Company in the position of Deputy Chief Financial Officer and later on he was in charge of the Operational Support Department of NIKoil Investment Bank. From 1995 to 1997 he worked at Deloitte & Touches Moscow
office. Mr. Torbakhov graduated from the Moscow Aviation Institute, Moscow State University of Foreign Affairs (International Economics Department) and holds an Executive MBA degree from Chicago Graduate School of Business.

Boris Nemsic was appointed as Chief Executive Officer of our Company on April 3, 2009. From May 2006 until March 2009 he
held the CEO position at the Telekom Austria Group. From 1997 Mr. Nemsic held various senior managerial positions in Mobikom Austria and from May 2000 until May 2006 he served as Chief Executive Director of Mobilkom Austria. From 1990 until his
employment with Mobilkom Austria he headed the departments for mobile communications and development at Ascom and Bosch Telecom in Vienna, Solothurn (Switzerland) and Berlin. Boris Nemsic graduated from Sarajevo Technical University in 1980 (major
in engineering) and received PhD at Vienna University of Technology in 1990.

Elena A. Shmatova has served as
Executive Vice President and Chief Financial Officer of our company since October 2005. She has served as Chief Financial Officer of our company since January 2003. Ms. Shmatova served as Director of Treasury of our company from March 2002
until January 2003 and as Financial Controller of our company from December 1999 until March 2002. From 1992 until 1999, Ms. Shmatova served as Deputy Finance Director, Finance Director and Vice President of Finance at the Sprint
Communications/GlobalOne Group of companies in Russia. Prior to 1992, Ms. Shmatova served as a Financial Director of Express Mail Service-Garantpost and was an economist at the Ministry of Telecommunications of the USSR and the
Center of International Accounting of the Ministry of Telecommunications of the USSR. Ms. Shmatova received a bachelors degree in economics from the Moscow Telecommunications University.

Dmitry A. Pleskonos has served as an Executive Vice President, Business Development in the CIS since May 2007.
Mr. Pleskonos also served as Vice President, General Manager for the Moscow region from January 2007 until May 2007. In January 2007, Mr. Pleskonos became a member of the management committee of our company. From January 2006 until January
2007, Mr. Pleskonos served as General Manager for the Moscow region of our company. From July 2004 until January 2006, Mr. Pleskonos served as Sales Director of our company. From May 2002 until June 2004, Mr. Pleskonos served as Sales
Operations Director for Russia and CIS countries at Mars LLC, a consumer products manufacturer. Mr. Pleskonos worked for Mars Inc. from 1993 to 2004. Mr. Pleskonos graduated with honors from Kiev Higher Military School of Radio-Engineering
and Air Defense, majoring in radio engineering, and from the Military Diplomatic Academy.

Vladimir V. Riabokon
has served as Executive Vice President, International Business Development since December 1, 2008. From June 2007 to December 1, 2008, he served as Vice President, Regional Director for the Moscow Region and from January 2005 to June, 2007
as Vice President, Corporate Development. Mr. Riabokon had primary responsibility for mergers and acquisitions and post-merger integration and new ventures development. Prior to joining our company, Mr. Riabokon was an investment banker at
J.P. Morgan Chase Bank in New York and London where he advised top management of large international media and telecommunications companies on mergers and acquisitions and capital raising strategies. Mr. Riabokon graduated with Honors from
Moscow Institute of International Relations MGIMO and holds an MBA degree from Georgetown University.

Jeffrey D.
McGhie has served as Vice President, General Counsel of VimpelCom since June 2007. He has also served as Chief Legal Officer since March 2006. Prior to joining VimpelCom, Mr. McGhie held the positions of associate in the Moscow office
of Akin Gump Strauss Hauer & Feld LLP from September 2002 until December 2004, and counsel from January 2005 until March 2006. From December 1999 until August 2002, Mr. McGhie was an associate at Kirkland & Ellis in Chicago,
Illinois. Mr. McGhie graduated with a B.A. in Russian from Brigham Young University in 1995 and received a J.D. magna cum laude and MBA from Indiana University (Bloomington) in 1999.

Mattias B. Hertzman has served as Executive Vice President and Chief Strategy Officer since December 2007. From
August 2005 to December 2007 he served as Vice President and Chief Strategy Officer of our company. Prior to joining our company, Mr. Hertzman worked for McKinsey & Co. from 1998 until 2005, focusing on Strategy and Sales & Marketing in
the wireless telecommunications industry. Prior to working at McKinsey & Co., Mr. Hertzman worked for Accenture, Oriflame and MODO Paper. Mr. Hertzman also serves as a member of the Executive Management Committee of the GSM Association. Mr.
Hertzman has a masters of science in business and economics with a focus on Central and Eastern Europe from Uppsala University.



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Kent McNeley has served as Vice President, Chief Marketing Officer of our
company since August, 2005. Prior to joining our company, Mr. McNeley held senior positions at Eastman Kodak, including Vice President and Chief Marketing Officer for Consumer Imaging and General Manager, Worldwide Output Business. Before
joining Eastman Kodak, Mr. McNeley held senior marketing and general management positions for Citibank in Puerto Rico and Singapore. Mr. McNeley began his career with Procter & Gamble, where he held various positions in
manufacturing, marketing, and sales. During his time with Procter & Gamble, he led the marketing launch of their business in Russia. Mr. McNeley graduated from Iowa State University in 1979 with a bachelors of science degree in
Engineering. Mr. McNeley currently serves on the Board of Directors of Loyalty Partners Vostok, a position he has held since January 2006.

Audit Commission Members

Alexander Gersh has been a member of our audit commission since June
2003 and the Chairman of our Audit Commission since 2004. Mr. Gersh is a member of the board of directors of Black Earth Ltd. Since January 2005, Mr. Gersh has served as Chief Financial Officer of NDS Group plc, a provider of technology
solutions for digital pay-TV. From 2003 until December 2004, he served as Chief Financial Officer of FLAG Telecom, NextiraOne LLC and Transora. From 1998 through 2001, Mr. Gersh was Chief Financial Officer of BT Cellnet, a subsidiary of British
Telecommunications Plc, which is one of the largest cellular service providers in Europe and Chief Financial Officer of BT Europe for British Telecommunications Plc. From 1994 through 1997, Mr. Gersh served as Finance Director for Europe, the
Middle East and Africa and Chief Financial Officer of St. Petersburg Telecom, a subsidiary of Motorola, Inc. Mr. Gersh is a member of the Institute of Certified Public Accountants. Mr. Gersh graduated with a B.A. from Baruch College (City
University of New York).

Halvor Bru has been a member of our audit commission since June 2005. He has held
various positions at Telenor since 1994 and has served since 2007 as Chief Operating Officer of Telenor Key Partner AS, Telenors shared service centre for accounting and HR services (a subsidiary of Telenor ASA). From 2004 to 2007,
Mr. Bru worked with Telenor ASA as project director for Telenors Sarbanes Oxley (SOX) implementation. From 2003 to 2004, he served as a director in the marketing division of Telenor Mobil AS. From 1994 to 2003, Mr. Bru acted as Chief
Financial Officer of Telenor Mobil AS. From 1999 until 2004, Mr. Bru was chairman of the board of directors of Telenors operations in Montenegro (Pro Monte). Before joining Telenor, he worked for ten years at Aker Group and four years
with the Lillehammer Olympic Organizing Committee. Mr. Bru also served as Chief Financial Officer of Connect Austria for one year. He holds a masters degree in economics from the Norwegian School of Economics and Business Administration
and has also received supplementary training at the University of Cambridge and University of Marseille.

Nigel J.
Robinson has been a member of our audit commission since July 2001. Mr. Robinson currently serves as the Director of Corporate Development, Finance and Control of Alfa Group, a position that he has held since January 2000.
Mr. Robinson is responsible for overseeing the financial control and corporate governance structures of Alfa Groups holding company and its subsidiary structures. Mr. Robinson serves on the supervisory boards of the Consortium Alfa
Group and the Advisory committees of A1 Group, Altimo, Rosvodocanal Group and venture fund Russian Technologies. Prior to joining Alfa Group, Mr. Robinson spent six years with Price Waterhouse (now PricewaterhouseCoopers) in the
firms audit and business advisory group, four of which were in the firms Moscow office and two years as a senior manager responsible in the firms St. Petersburg office. Mr. Robinson trained and qualified as a Chartered
Accountant with Touche Ross, London, U.K., and is a member of the Institute of Chartered Accountants in England and Wales. Mr. Robinson received a diploma in accounting from Norwich City College of Further and Higher Education in the United
Kingdom.

B. Compensation

We paid our directors, senior managers and audit commission members an aggregate of approximately US$20.8 million for services provided during 2008, excluding approximately US$8.5 million in stock
based-compensation award payments. On June 23, 2006, our shareholders approved a new compensation arrangement for our directors to account for their increased responsibilities due to corporate governance legislative reforms in the United
States. Specifically, each unaffiliated director currently receives an annual retainer of US$100,000. Each affiliated director receives an annual retainer of US$40,000 per year. The chairman of the board of directors receives an annual retainer of
US$250,000. In addition, each director who serves as head of any of the official committees of our board of directors receives additional annual compensation of US$25,000 per committee headed. All of our directors are reimbursed for expenses
incurred in connection with service as a member of our board of directors.



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On June 9, 2008, our shareholders approved changes in compensation for our directors.
Directors who are not employees may participate in a phantom stock plan, pursuant to which they each receive up to a maximum of 20,000 phantom ADSs per year, with an additional 10,000 phantom ADSs granted to the chairman of the board of directors
and 10,000 phantom ADSs granted to each director for serving as head of any official committee of the board of directors, provided that the amount paid to a director upon redemption may not exceed US$3.00 per ADS per year for each one-year term
served by the director. The number of phantom ADSs to be granted to each director is set by the board of directors. The phantom ADSs, which do not involve actual ADSs or shares of common stock, may be redeemed for cash on the date the director
ceases to be a director; provided, however, that directors who are re-elected to the board of directors may redeem such phantom ADSs related to their previous period of services at any time from the date of his or her re-election to the date he or
she is no longer a director. A director, upon redemption of a phantom ADS, will receive, for each phantom ADS, cash in an amount equal to:



| |  |  | the amount that the average closing price of one of our ADSs quoted on the NYSE for the three-month period immediately prior to the date of redemption,
exceeds
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the closing price of one of our ADSs quoted on the NYSE on the date preceding the grant date of the phantom ADS; provided, however, that the amount
paid to a director upon redemption may not exceed US$3.00 per ADS per year for each one-year term served by the director.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of December 31, 2008, an aggregate of 1,360,000 phantom ADSs had been granted to our directors under our phantom stock plans, of which 1,140,000 are currently redeemable or are redeemable within
60 days of March 31, 2009.

The board of directors has determined the following definitions of affiliated and
unaffiliated directors:



| |  |  | an unaffiliated director is any member of the board who is not an employee, officer, director or other affiliate (but who may be a
consultant and/or former employee) of any shareholder that owns over 25.0% of our voting shares, any controlling person of such shareholder or any controlled affiliate of such controlling person, as determined on the date of the shareholders meeting
at which such person is elected a member of the board of directors.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an affiliated director is any director that does not fall into the category of an unaffiliated director.
| | - |  | ----------------------------------------------------------------------------------------------------------

Our senior managers are also eligible to receive phantom ADSs in an amount approved by our compensation committee. Our board of directors
determines the aggregate amount of phantom ADSs that may be granted to our senior managers in each calendar year. In 2004, 2006, 2007 and 2008, the board of directors authorized the grant of 2,250,000, 1,300,000, 2,575,000 and 800,000 phantom ADSs,
respectively, to our senior managers. No additional phantom ADSs were authorized to be granted in 2005. The phantom ADSs granted to senior managers in 2004 were entirely exercised in 2007 for an aggregate payment by the company of US$0.8 million.
The phantom ADSs granted in 2006 were exercised in 2007 for an aggregate payment by the company of US$35.5 million. As of December 31, 2008, an aggregate of 2,575,000 phantom ADSs were outstanding, of which 1,971,050 are currently redeemable or
are redeemable within 60 days of March 31, 2009. The 2,575,000 phantom ADSs granted in 2007 generally have a term of two years and each phantom ADS may be redeemed for cash in the amount equal to the difference between US$44.98 and the closing
price of one of our ADSs quoted on the NYSE on the date preceding the date of redemption.

Our senior managers and members of
our audit commission are also eligible to participate in our 2000 stock option plan, as amended. For more information on our stock option plan, please see E. Share Ownership2000 Stock Option Plan below.

On June 23, 2006, our shareholders approved a new compensation arrangement for our audit commission members. The chairman of our audit
commission receives an annual retainer of US$100,000 and each other member of our audit commission receives an annual retainer of US$40,000. Each of the members of our audit commission is reimbursed for expenses incurred in connection with service
as a member of our audit commission.

We have entered into indemnification agreements with each of our directors, senior
managers and members of our audit commission pursuant to which we have agreed to indemnify each of them for all losses, subject to certain limited conditions, incurred in connection with claims, suits or proceedings arising out of his or her
performance of his or her duties as a director, senior manager or member of our audit commission.



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We have obtained insurance on behalf of our senior managers, directors and members of our
audit commission for liability arising out of their actions in their capacity as a senior manager, director or member of our audit commission.

We do not have any pension, retirement or similar benefit plans available to our directors, senior managers or audit commission members.

To our knowledge, as of March 31, 2009, other than Mikhail Fridman, none of our directors or senior managers beneficially owned more
than 1.0% of any class of our capital stock. To our knowledge, Mr. Fridman has an indirect economic benefit in our shares held for the account of Eco Telecom Limited and, thus, may be considered under the definition of beneficial
owner for purposes of SEC Form 20-F/A only as a beneficial owner of the shares held for account of Eco Telecom Limited. See the section of this Annual Report on Form 20-F/A entitled Item 7Major Shareholders and Related Party
TransactionsA. Major Shareholders.

C. Board Practices

The supreme governing body of our company is the General Meeting of Shareholders which is empowered to decide on the issues expressly set
forth in the Russian Federal Law on Joint Stock Companies and our charter, including election of the board of directors.

Our
board of directors currently consists of nine persons, four of whom were nominated by Alfa Group, five of whom were nominated by Telenor. The members of our current board of directors were elected at the June 9, 2008 annual general meeting of
shareholders and will serve until the next annual general meeting of shareholders unless the board in its entirety is terminated prior to the expiration of its term upon a decision of our shareholders.

We have not entered into any service contracts with any of our current directors providing for benefits upon termination of service.

Our board of directors maintains a finance committee comprising three members of the board of directors. The finance
committee reviews financial transactions, policies, strategies and the capital structure of VimpelCom and its direct and indirect subsidiaries. Our board of directors also maintains a compensation committee comprising three members of the board of
directors. Pursuant to the bylaws of the compensation committee, it advises the board on the adoption of plans to ensure effective management of our company, effective succession planning for the Chief Executive Officer and members of senior
management. Our board of directors maintains a corporate governance committee comprising four members of the board of directors. The corporate governance committee develops and recommends guidelines on corporate governance to the board, advises the
board on matters relating to shareholder relations and nominates candidates for membership of the board in the event that shareholders do not nominate a sufficient number.

We are required under Russian law and our charter to maintain an audit commission. Our audit commission assists our company with oversight
responsibility and reviews our financial reports, our systems of internal controls and our auditing, accounting and financial reporting processes. Under Russian law and our charter, a member of our audit commission may not simultaneously serve as a
member of our board of directors or hold a management position in our company. Our audit commission currently comprises three members, one of whom was nominated by Alfa Group and two of whom were nominated by Telenor. The current members of our
audit commission were elected at the June 9, 2008 annual general meeting of our shareholders and are expected to serve until our next annual general meeting of shareholders unless the audit commission in its entirety is terminated prior to the
expiration of its term upon a decision of our shareholders.

Our management committee, which is chaired by our Chief Executive
Officer and General Director, is an advisory body that assists the Chief Executive Officer and General Director with the management of our day-to-day activities. The management committee comprises certain key members of our senior management.
Recommendations of the management committee remain subject to the approval or veto of our Chief Executive Officer and General Director.

D.
Employees

As of December 31, 2008, VimpelCom had approximately 38,403 employees in Russia, the CIS and International.
Of VimpelComs 28,146 employees in Russia (including CIS and International headquarters, which is located in Moscow), we estimate that 83 are in executive and senior managerial positions, 9,902 are in engineering, construction and information
technology, 5,651 are in sales, marketing and other commercial



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operations, 3,052 are in finance, administration and legal, 6,565 are in customer service, 444 are in site acquisitions, regional projects and security, 1,429 are in procurement and logistics and
1,020 in other support functions.

As of December 31, 2008, VimpelCom had approximately 2,042 employees in Kazakhstan. Of
these employees, we estimate that two are in executive and managerial position, 703 are in engineering, construction and information technology, 596 are in sales, marketing and other commercial operations, 253 are in finance, administration and
legal, 399 are in customer service, 18 are in site acquisitions, regional projects and security, 47 are in procurement and 24 are in other support functions.

In addition, as of December 31, 2008, we had a total of approximately 8,215 employees in Uzbekistan, Ukraine, Armenia, Tajikistan, Georgia and International.

The following chart sets forth the number of our employees at December 31, 2008, 2007 and 2006:



|              |  |                 |  |        |  |       
|------------- |  | --------------- |  | ------ |  | ------
|              |  | At December 31,
|              |  | 2008            |  | 2007   |  | 2006  
|Russia        |  | 28,146          |  | 14,587 |  | 13,675
|Kazakhstan    |  | 2,042           |  | 1,544  |  | 1,114 
|Uzbekistan    |  | 1,425           |  | 875    |  | 532   
|Armenia       |  | 3,519           |  | 4,484  |  | 4,764 
|Ukraine       |  | 2,667           |  | 1,288  |  | 1,029 
|Tajikistan    |  | 346             |  | 239    |  | 133   
|Georgia       |  | 234             |  | 167    |  | 56    
|International |  | 24              |  |       |  |      
|Total         |  | 38,403          |  | 23,184 |  | 21,303

We have not
experienced any work stoppages and consider relations with our employees to be good.

E. Share Ownership

2000 Stock Option Plan

On
December 20, 2000, our board of directors adopted a stock option plan in order to grant options to certain of our and our subsidiaries affiliates, officers, employees, directors and consultants to acquire shares of common stock of our
company. Options are granted by VC ESOP N.V., an indirect wholly owned subsidiary of our company. Our stock option plan is administered by a committee appointed by the board of directors of VC ESOP N.V., which committee determines to whom options
are granted under the plan, the number of options that are granted and the terms and conditions of option grants, including the exercise price per share. The committee appointed to administer our stock option plan is comprised of the three directors
who currently sit on the compensation committee of our board.

We amended and restated our stock option plan in December 2003
and have since adopted four amendments to the plan. On April 22, 2005, our board of directors approved Amendment No. 1 to the plan in order to, among other things, increase the maximum aggregate number of shares authorized under the plan
from 250,000 to 450,000 and to extend the term of the plan until December 31, 2015. On April 7, 2006, our board of directors approved Amendment No. 2 to the plan in order to increase the maximum aggregate number of shares authorized
under the plan from 450,000 to 650,000 and to clarify that any shares retransferred to VC ESOP under the cashless exercise procedure pursuant to the plan would again become available for future grant under the plan. On May 24, 2006, our board
of directors approved Amendment No. 3 to the plan in order to clarify the extent to which shares underlying options exercised pursuant to the cashless exercise procedure may again become available for future grant under the plan. On
December 14, 2006, our board approved Amendment No. 4 to the plan in order to increase the maximum aggregate number of shares authorized under the plan from 650,000 to 1,050,000. As of December 31, 2008, options to acquire
approximately 572,297 shares of our common stock were outstanding, of which options in respect of approximately 264,516 shares of our common stock are currently exercisable or are exercisable within 60 days of the date of March 31, 2009.

The exercise prices of the approximately 572,297 shares underlying options outstanding as of December 31, 2008 ranged
from US$136.89 per share (US$6.85 per ADS) to US$658.00 per share (US$32.90 per ADS). The options granted generally vest at varying rates over a two-year period and vesting periods for certain employees will be accelerated if certain events
specified in the stock



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option plan occur. The approximately 572,297 shares underlying currently exercisable options outstanding as of December 31, 2008 are exercisable until dates ranging from the present date to
June 2012.

If a plan participant ceases to be an employee of our company or any of our affiliates (other than due to death or
disability or for cause) or ceases to otherwise be eligible to participate in the plan, the individual will generally have the right to exercise vested options until the earlier of 45 days after the date of termination of employment and date of
expiration of his option agreement. For several participants of the plan who ceased to be employees of our company in November and December 2008 the stock option committee approved extension of the period when options can be exercised until
December 31, 2009. In case of death or permanent disability of a plan participant, his or her beneficiaries will automatically acquire the right to exercise those options that have vested prior to the plan participants death or permanent
disability for the earlier of (i) 190 days and 90 days in the event of death and permanent disability, respectively, and (ii) December 31, 2015. If a plan participant ceases to be an employee of our company or any of our affiliates
for cause, then the right to exercise options will terminate immediately unless waived by the stock option committee discussed above.

Share Repurchase Programs

In connection with Amendment No. 1 to our stock option plan, our board of
directors approved the establishment of a repurchase program, or the 2005 Repurchase Program, under which VC ESOP N.V. repurchased in the open market and in privately negotiated transactions 2,710,160 ADSs, which is equivalent to 135,508 shares of
our common stock. The ADSs were repurchased between April 15, 2005 and June 9, 2005 at an average price of US$6.78 per ADS, for a total aggregate consideration of approximately US$18.4 million. In connection with Amendment No. 2 to
our stock option plan, our board of directors approved the establishment of a second repurchase program, or the 2006 Repurchase Program, under which VC ESOP repurchased in the open market and in privately negotiated transactions 4,000,000 ADSs,
which is equivalent to 200,000 shares of our common stock. The ADSs were repurchased between April 27, 2006 and May 12, 2006 at an average price of US$9.63, for a total aggregate consideration of approximately US$38.5 million. To
effectuate those repurchase programs, our board of directors approved written plans for the repurchase of any or all of the ADSs on an automatic basis in compliance with our companys insider trading policy, Rule 10b5-1 under the Exchange
Act and other applicable securities laws. Rule 10b5-1 permits a public company to repurchase its shares at times when it ordinarily would not be in the market because of self-imposed trading blackout periods.

In connection with Amendment No. 4 to our stock option plan, our board of directors approved the establishment of a third repurchase
program, or the 2007-2008 Repurchase Program, under which our board of directors authorized VC ESOP to repurchase up to 8,000,000 ADSs, which is equivalent to 400,000 shares of our common stock, through December 31, 2008. We established a
systematic purchasing plan under Rule 10b5-1 under the Exchange Act under which VC ESOP repurchased in the open market and in privately negotiated transactions 4,000,000 ADSs, which is equivalent to 200,000 shares of our common stock. The ADSs
were repurchased between May 1, 2007 and May 8, 2007 at an average price of US$20.26 per ADS, for a total aggregate consideration of US$81.0 million. Pursuant to the 2007-2008 Repurchase Program, we also established a similar repurchase
plan in 2008 and repurchased an additional 4,000,000 ADSs, which is equivalent to up to 200,000 shares of our common stock, between June 24, 2008 and July 3, 2008 at an average price of US$28.62 per ADS for a total aggregate consideration
of US$114.5 million.

The 2005 Repurchase Program, 2006 Repurchase Program and 2007-2008 Repurchase Program were established
in order to allow for additional stock option grants under our stock option plan.



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|ITEM 7. | Major Shareholders and Related Party Transactions
|------- | -------------------------------------------------

A. Major Shareholders

The following table sets forth, as of April 15, 2009, information regarding those
shareholders of our company that we have ascertained from recent public filings beneficially own 5.0% or more of either class of our capital stock. As of April 30, 2009, we had 51,281,022 issued and outstanding shares of common stock and
6,426,600 issued and outstanding shares of preferred stock. Neither of our major shareholders has different voting rights.



|                          |  |                       |  |                       |   |  |                          |  |                       |  
|------------------------- |  | --------------------- |  | --------------------- | - |  | ------------------------ |  | --------------------- | -
|Shareholder               |  | Number ofCommonShares |  | Percent ofCommonStock |   |  | Number ofPreferredShares |  | Percent ofVotingStock |  
|Telenor East Invest AS(1) |  | 17,254,579            |  | 33.6                  | % |  |                         |  | 29.9                  | %
|Eco Telecom Limited(2)    |  | 18,964,799            |  | 37.0                  | % |  | 6,426,600                |  | 44.0                  | %



|(1) | As reported on Schedule 13D, Amendment No. 46, filed on January 28, 2008, by Telenor East Invest AS with the SEC. As reported on Amendment No. 41,
Telenor East Invest AS is a direct wholly owned subsidiary of Telenor Mobile Holding AS and an indirect wholly owned subsidiary of Telenor ASA, and, as a result, Telenor Mobile Holding AS and/or Telenor ASA may be deemed to be indirect beneficial
owners of the shares held for the account of Telenor East Invest AS. Telenor East Invest AS has been granted registration rights with respect to the shares of common stock held by it.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | As reported on Schedule 13D, Amendment No. 34, filed on November 14, 2007, by Eco Telecom Limited, part of the Alfa Group of companies, with the SEC. As
reported on Amendment No. 34, Altimo Holdings and Investments Limited is the sole shareholder of Eco Telecom Limited, CTF Holdings Limited indirectly owns a majority of the shares of Altimo Holdings and Investments, and Crown Finance Foundation
is the sole shareholder of CTF Holdings Limited, and, as a result, each of Altimo Holdings and Investments, CTF Holdings Limited, and Crown Finance Foundation may be deemed to be the beneficial owner of the shares held for the account of Eco Telecom
Limited. In addition, based upon information provided to us by Alfa Group, our director, Mikhail Fridman, and Mr. German Khan and Mr. Alexei Kuzmichov, each has an indirect economic benefit in the shares held for the account of Eco Telecom
Limited and, thus, may be considered under the definition of beneficial owner for purposes of SEC Form 20-F only as a beneficial owner of the shares held for the account of Eco Telecom Limited. Each share of our preferred stock is
entitled to one vote. Eco Telecom Limited has been granted registration rights with respect to the shares of common stock held by it.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Please see the section of this Annual Report on Form 20-F/A entitled Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessA disposition by one or both of our
strategic shareholders of their respective stakes in our company could materially harm our business.

Between September
2006 and June 2007, Eco Telecom Limited publicly reported in its amendments to Schedule 13D that it completed various purchases of our ADSs through open-market, brokered and share forward transactions pursuant to which it purchased our ADSs and that
its affiliate has entered into a swap agreement pursuant to which it purchased our ADSs. Eco Telecom Limited has reported that as a result of these transactions, its beneficial ownership interest in our company has increased from 12,563,782 shares
to 18,964,799 shares of our common stock, which, together with the 6,426,600 shares of our preferred stock that it previously owned, represent an aggregate of 44.0001% of the voting stock of our company. Eco Telecom Limited reported in its
amendments to Schedule 13D that it increased its ownership of our companys shares of common stock in order to increase its influence over the corporate actions to be taken by our company but it may, from time to time, and reserves the right
to, change its plans or intentions and take any and all actions that it deems appropriate to maximize the value of its investment in our company.

On November 5, 2008, Alfa Group disclosed that Eco Telecom entered into a US$2,000.0 million loan agreement on October 29, 2008 with the state corporation Bank for Development and Foreign
Economic Affairs (Vnesheconombank), referred to herein as the VEB Loan, and the proceeds were used to repay outstanding bonds issued by Eco Telecom. To secure its obligations, Eco Telecom pledged to VEB 6,426,600 shares of the our type-A
voting preferred stock that it owns and an aggregate of 18,964,799 shares of the our common stock that it owns. According to its disclosure, Eco Telecom will have certain rights to dispose of the pledged shares and will be entitled to exercise all
voting and other rights attaching to the pledged shares unless VEB is entitled, following non-performance or undue performance under the loan agreement governing the VEB Loan, to execute the pledge. Additionally, Altimo Holdings and Investments is
guaranteeing the payment obligations of Eco Telecom under the loan agreement governing the VEB Loan.

On May 11, 2007,
Telenor East Invest AS publicly reported in its amendment to Schedule 13D that it purchased our ADSs pursuant to a swap agreement. Telenor East Invest AS reported that as a result of this transaction its beneficial ownership interest in our company
increased from 15,337,854 shares to 17,254,579 shares of our common stock, which represents an aggregate of 29.9% of the voting stock of our company.



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Telenor East Invest AS reported in its amendment to Schedule 13D that it increased its
ownership of our companys shares of common stock in order, among other things, to increase the likelihood that three or more of its five nominees to our board of directors would be elected at our June 29, 2007 annual general meeting of
shareholders, but that it may, from time to time, and reserves the right to, change its plans or intentions and take any and all actions that it deems appropriate to maximize the value of its investment in our company.

Based on the holdings of our common stock at December 31, 2008, we estimate that approximately 32.0% of our common stock was held in
the United States by The Bank of New York, as depositary on behalf of approximately 290 holders of our ADSs.

B. Related Party Transactions

Certain Agreements with Alfa Group and Telenor

Registration Rights

Alfa Group, Telenor and our company entered into a
registration rights agreement on May 30, 2001, which provides Alfa Group and Telenor with demand and piggyback registration rights with respect to our ADSs and shares of our common stock, but not with respect to any warrants or other securities
convertible into or exchangeable for our common stock. Demand and piggyback registration rights may be assigned to permitted transferees and other persons who hold, in the aggregate, at least 25.0% plus one share of our voting capital stock.

Pursuant to the demand registration right, if we receive a written request from Alfa Group or Telenor to effect a
registration of ADSs and/or shares of our common stock under the Securities Act the anticipated aggregate offering price of which exceeds US$20.0 million, we will (subject to certain exceptions), as soon as practicable after receipt of the demand,
use our best efforts to effect a registration covering these securities. The registration rights agreement also provides that we will not, without the prior written consent of Alfa Group and Telenor, include any of our securities, or the securities
of any other person, in any such registration.

Pursuant to the piggyback registration right, if we register any of our
securities in connection with an underwritten offering and sale for cash, either for our own account or the account of another one of our shareholders exercising its demand registration right, then we will (subject to certain exceptions) include any
ADSs and/or shares of our common stock that Alfa Group and/or Telenor requests to be included in that registration. Any single request made by Alfa Group or Telenor pursuant to its piggyback registration right may not exceed an aggregate of 50.0% of
the ADSs or our common stock that it owns at the time of such request, unless it holds less than 7.5% of our issued and outstanding common stock at such time. The piggyback registration right, however, is conditioned on Alfa Group or Telenor, as the
case may be, owning or controlling at least 5.0% of our issued and outstanding common stock.

In addition, the rights and
obligations of Alfa Group and Telenor, respectively, under the registration rights agreement (other than indemnification rights and obligations) will terminate on the date that such shareholder owns less than 5.0% of our issued and outstanding
common stock.

Restrictions on Share Transfers; Non-Competition Agreement

In connection with agreements signed on May 30, 2001, Alfa Group and Telenor agreed to certain transfer restrictions regarding shares of
our company. These restrictions include a prohibition on transfers to direct competitors of our company.

In addition, subject
to certain exceptions, Telenor and Alfa Group have agreed not to, and have agreed not to permit any of their respective controlled affiliates to, engage in wireless mobile telecommunications businesses in Russia or own or control, directly or
indirectly, more than 5.0% of the voting capital stock of any person or company engaged in a wireless mobile telecommunication business in Russia, other than VimpelCom and our controlled subsidiaries and investments held prior to May 30, 2001.
These restrictions apply to Telenor and Alfa Group so long as they own at least 25.0% plus one share of VimpelComs voting capital stock.

In August 2003, our board of directors approved the granting of consent by our company to Alfa Groups purchase of an indirect 25.1% equity stake in the Russian cellular operator, MegaFon.



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Agreements with Telenor

In October 2003, we entered into a service obligation agreement with a subsidiary of Telenor that requires Telenor to provide us services related to telecommunications operations, including management
advisory services, technical assistance and maintenance of network systems and equipment, industry information research and consulting, training of personnel and other services. This agreement expired in September 2005 and was replaced, with effect
from September 2005, by two new agreements, a general agreement for the provision of personnel services and a general services agreement, both of which were approved by our board of directors on February 3, 2006. The general agreement for the
provision of personnel services expired on December 1, 2007 and was not renewed. The general services agreement was extended for a new period until December 1, 2008. Under the general agreement for the provision of personnel services,
Telenor assigned certain of its personnel to us or our affiliates at our request. The fees payable were stated in offers issued by Telenor in response to our requests for personnel. The fees varied depending on the number, experience and
specialization of the personnel provided under the agreement. In 2007, we made no payments to Telenor under this agreement.

Under the general services agreement, Telenor renders to us or our affiliates services related to telecommunication operations, including management advisory services, training, technical assistance and network maintenance, industry
information research and consulting, implementation support for special projects and other services as mutually agreed by Telenor and our company. We pay Telenor an annual fee of US$0.5 million for the services. In addition, in the event that
Telenors personnel participate in any long-term engagements (defined as engagements lasting longer than five days) we must pay to Telenor an additional service fee equal to the U.S. dollar equivalent of 8,000 Norwegian krones per person for
each day of work performed on the engagement. In 2008, we paid Telenor approximately US$0.6 million under this agreement. This agreement expires on December 1, 2009.

Agreements with Alfa Group

Service Obligation Agreement

In July 2006, we entered into a service obligation agreement with a subsidiary of Alfa Group that requires Alfa Group to provide us with
services related to telecommunications operations, including management advisory services, technical assistance and maintenance of network systems and equipment, industry information research and consulting, training of personnel, support of
implementation of certain projects, assignment of qualified personnel and other services. The annual fee for the services is the equivalent of US$0.5 million (paid in Russian rubles). The agreement specifies the rights and obligations of the parties
to any intellectual property developed in connection with the agreement. In addition, in the event that Alfa Groups personnel participate in any long-term engagements (defined as engagements lasting longer than five days) we must pay to Alfa
Group an additional service fee equal to the U.S. dollar equivalent of 27,000 Russian rubles per person for each day of work performed on the engagement. In 2008, we paid Alfa Group approximately US$1.3 million under this agreement. This agreement
expires on December 1, 2009.

Alfa Bank

We maintain some of our bank accounts at Alfa Bank, which is part of the Alfa Group. From time to time, we also place time deposits with Alfa Bank. Under the terms of our board of directors
approval, there is a US$200.0 million limit on the amount of our deposits that may be held at Alfa Bank. As of December 31, 2008, we had balances in deposit accounts at Alfa Bank of approximately US$130.5 million.

In addition, we currently have an agreement with Alfa Bank that allows them to send SMSs to our subscribers who also are clients of Alfa
Bank. Alfa Bank and other entities within the Alfa Group are corporate clients of our company.

Alfa Strakhovaniye

Since February 2007, property and equipment and certain construction risks of VimpelCom and some of our subsidiaries have been covered by an
insurance policy from Alfa Strakhovaniye. Approximately 60.0% of the coverage has been reinsured by Alfa Strakhovaniye with a third party.



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Agreements with Golden Telecom

At the time of our acquisition of 100.0% of the common stock of Golden Telecom in February 2008, Alfa Group and Telenor reportedly owned
approximately 26.6% and 18.3%, respectively, of the common stock of Golden Telecom. The material commercial and strategic agreements between us and Golden Telecom and its subsidiaries since 2007 are described below.

Acquisition of Golden Telecom

On December 21, 2007, two of our subsidiaries and Golden Telecom signed a definitive merger agreement pursuant to which an indirect wholly-owned subsidiary of our company commenced a tender offer on January 18, 2008, to acquire
100.0% of the outstanding shares of Golden Telecoms common stock at a price of $105.0 per share in cash. The initial tender offer period and subsequent tender offer period closed on February 26, 2008 with 94.4% of the outstanding shares
of Golden Telecoms common stock being tendered. On February 28, 2008, our indirect wholly-owned subsidiary was merged with and into Golden Telecom and Golden Telecom became our indirect wholly-owned subsidiary. The total purchase price
for 100.0% of the shares of Golden Telecom was US$4,315.2 million. For information about the risks relating to this transaction, please see Item 3Key InformationD. Risk FactorsRisks Related to Our BusinessWe may not
realize the anticipated benefits from acquisitions and we may assume unexpected or unforeseen liabilities and obligations or incur greater than expected liabilities in connection with acquisitions and Item 3Key InformationD.
Risk FactorsRisks Related to Our BusinessThe benefits of our business strategy may not materialize if we are unable to successfully integrate Golden Telecom and develop our combined business and if the assumptions underlying our strategy
prove to be incorrect.

Agreements with Firma Kurier

We purchased bill delivery services from our affiliate Firma Kurier in the amount of US$3.2 million in 2008.

Agreements with CSI Loyalty Partners Limited

We provided our affiliate CSI Loyalty Partners Limited call-center services, telecommunications services and maintenance and support services in the amount of approximately US$0.7 million in 2008.
Additionally, CSI Loyalty Partners provides subscriber loyalty programs to our company and we paid commission for these services in the amount of approximately US$6.1 million in 2008.

Agreements with ZAO Rascom

We provided our affiliate ZAO Rascom fixed
telecommunication services and maintenance and support services in the amount of approximately US$1.3 million in 2008.

Agreements with
Euroset

VimpelCom has contracts with Euroset, which become an affiliate in October 2008, for services for acquisition of
new subscribers and receipt of subscribers payments. In total we paid to Euroset dealer comission in the amounts of approximately US$26.6 million in 2008, after acquisition date.

Loans to Employees

In the past, we have provided loans to some of our
employees, including certain of our senior managers, in order for them to make house or apartment purchases. As of December 31, 2008, we had approximately US$5,686.0 of employee loans outstanding.



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|ITEM 8. | Financial Information
|------- | ---------------------



|A. | Consolidated Statements and Other Financial Information
|-- | -------------------------------------------------------

See Item 18Financial Statements and the financial statements referred to therein.

Legal Proceedings

Please see Item 4Information on the CompanyLegal Proceedings for
information on the legal proceedings our companies are involved in.

Policy on Dividend Distributions

Each fully paid share of preferred stock entitles its holder to receive an annual fixed dividend of 0.001 Russian ruble per share of
preferred stock to the extent there are sufficient funds available. We must pay dividends in full on our preferred stock before making any payments of dividends on our common stock. Dividends on our preferred stock are not cumulative. We may pay
dividends on our preferred stock from funds specifically reserved for this purpose.

Our company did not pay dividends on our
shares of common stock before 2007. At its board meeting in March 2007, our board of directors approved a dividend policy. The goal of the dividend policy is to optimize return to our companys investors both in terms of company value increase
(capital gain) and cash return. The policy sets forth certain constraints and guidelines, including certain financial ratios and a requirement that the company have positive free cash flow for the prior financial year, that our board of directors
will consider when assessing whether to propose a dividend payment on our shares of common stock and the amount of any such proposed dividend. Subject to the constraints and guidelines contained in the dividend policy as well as those under Russian
law, the dividend policy contemplates that our board of directors will recommend the payment of cash dividends annually and the amount of the annual dividend will generally be equal to at least 25.0% of our consolidated net income, as determined
under U.S. GAAP. Russian law requires the annual general meeting of shareholders to approve dividends.

Our company paid a
dividend of 270.01 Russian rubles per share of our common stock (or approximately US$0.57 per ADS based on the exchange rate as of June 9, 2008, the date of the 2008 annual general meeting of shareholders) in 2008. Our company paid a dividend
of 166.88 Russian rubles per share of our common stock (or approximately US$1.62 per ADS based on the exchange rate as of June 29, 2007, the date of the 2007 annual general meeting of shareholders) in 2007. However, in April 2009, our board of
directors recommended to the annual general meeting shareholders not to pay dividends on our common stock based on the results for 2008. We cannot assure you we will continue to pay dividends on our common stock and ADSs in the future and any
decision by our company not to pay dividends or to reduce dividend payments in the future could adversely affect the value of our common stock or ADSs. For more information regarding the relevant restrictions under Russian law as well as certain
risks involved in connection with the recommendation and payment of dividends, please see Item 10Additional InformationB. Memorandum and Articles of AssociationDividends and Dividend Rights, Item 3Key
InformationD. Risk FactorsRisks Related to Our Common Stock and ADSsWe may not pay dividends on our common stock and ADSs, which may make us less attractive to investors and Item 3Key InformationD. Risk
FactorsRisks Related to Our Common Stock and ADSsHolders of our ADSs may be unable to repatriate distributions on the ADSs and distributions are subject to fluctuations in the exchange rate between the Russian ruble and the U.S.
dollar.



|B. | Significant Changes
|-- | -------------------

Other than as disclosed in this Annual Report on Form 20-F/A, there have not been any significant changes since the date of the audited financial statements included as part of this Annual Report on Form 20-F/A.



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|ITEM 9. | The Offer and Listing
|------- | ---------------------



|A. | Offer and Listing Details
|-- | -------------------------

Price
history

For the purposes of this Annual Report on Form 20-F/A, the high and low prices of our common stock on the RTS are
determined by the high and low amounts brokers have bid for our common stock during the periods indicated below. The price of our common stock on the RTS has been converted to U.S. dollars at the exchange rate on the date of the price indicated.
Each of our ADSs represents one-twentieth of one share of our common stock. On November 22, 2004, we announced a change in the ratio of our ADSs traded on the NYSE from four ADSs for three common shares to four ADSs for one common share.
VimpelCom ADS holders as of the record date at the close of business on November 19, 2004 received two additional ADSs for every ADS held. On August 8, 2007, we announced a change in the ratio of our ADSs traded on the NYSE from four ADSs
for one common share to twenty ADSs for one common share. VimpelCom ADS holders as of the record date at the close of business on August 17, 2007 received four additional ADSs for every ADS held.



|                    |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|------------------- |  | --------------------------- | ----- | ----------------------------------------------------- | --- | ----- |  | --- | ------ |  | --- | ------
|                    |  | NYSEPrice Range of our ADSs |       | Russian Trading SystemPrice Range of our Common Stock
|Year Ended December |  | High                        |       | Low                                                   |     | High  |  | Low
|2004                |  | US$                         | 8.45  |                                                       | US$ | 4.70  |  | US$ | 160.00 |  | US$ | 100.00
|2005                |  | US$                         | 9.37  |                                                       | US$ | 6.52  |  | US$ | 189.00 |  | US$ | 132.00
|2006                |  | US$                         | 16.41 |                                                       | US$ | 7.72  |  | US$ | 327.00 |  | US$ | 153.00
|2007                |  | US$                         | 44.98 |                                                       | US$ | 14.79 |  | US$ | 866.33 |  | US$ | 310.88
|2008                |  | US$                         | 44.39 |                                                       | US$ | 6.39  |  | US$ | 835.39 |  | US$ | 136.85
|                    |  |                             |       |                                                      
|2007:               |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|First quarter       |  | US$                         | 19.52 |                                                       | US$ | 14.79 |  | US$ | 399.61 |  | US$ | 300.19
|Second quarter      |  | US$                         | 21.68 |                                                       | US$ | 18.94 |  | US$ | 463.66 |  | US$ | 322.21
|Third quarter       |  | US$                         | 27.64 |                                                       | US$ | 19.05 |  | US$ | 551.06 |  | US$ | 390.07
|Fourth quarter      |  | US$                         | 44.98 |                                                       | US$ | 26.23 |  | US$ | 896.05 |  | US$ | 526.28
|                    |  |                             |       |                                                      
|2008:               |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|First quarter       |  | US$                         | 44.39 |                                                       | US$ | 28.51 |  | US$ | 835.39 |  | US$ | 578.29
|Second quarter      |  | US$                         | 36.49 |                                                       | US$ | 28.88 |  | US$ | 719.96 |  | US$ | 548.97
|Third quarter       |  | US$                         | 29.20 |                                                       | US$ | 16.84 |  | US$ | 537.91 |  | US$ | 392.08
|Fourth quarter      |  | US$                         | 21.30 |                                                       | US$ | 6.39  |  | US$ | 408.72 |  | US$ | 136.85
|                    |  |                             |       |                                                      
|2009:               |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|First quarter       |  | US$                         | 9.49  |                                                       | US$ | 4.81  |  | US$ | 148.12 |  | US$ | 102.13
|                    |  |                            
|                    |  | NYSEPrice Range of our
ADSs |       | Russian Trading SystemPrice Range of our Common Stock
|                    |  | High                        |       | Low                                                   |     | High  |  | Low
|2008:               |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|Month Ended         |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|November            |  | US$                         | 19.16 |                                                       | US$ | 6.75  |  | US$ | 318.47 |  | US$ | 162.90
|December            |  | US$                         | 9.77  |                                                       | US$ | 6.89  |  | US$ | 185.11 |  | US$ | 136.85
|                    |  |                             |       |                                                      
|2009:               |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|Month Ended         |  |                             |       |                                                       |     |       |  |     |        |  |     |       
|January             |  | US$                         | 9.49  |                                                       | US$ | 5.86  |  | US$ | 148.12 |  | US$ | 130.67
|February            |  | US$                         | 7.15  |                                                       | US$ | 4.95  |  | US$ | 134.56 |  | US$ | 110.58
|March               |  | US$                         | 7.47  |                                                       | US$ | 4.81  |  | US$ | 136.39 |  | US$ | 102.13
|April               |  | US$                         | 10.86 |                                                       | US$ | 6.43  |  | US$ | 195.49 |  | US$ | 133.28

On April 30, 2009,
the closing price per ADS on the NYSE was US$9.42.



|B. | Plan of Distribution
|-- | --------------------

Not
required.



|C. | Markets
|-- | -------

Our ADSs have
been listed and traded since November 15, 1996 on the NYSE under the symbol VIP. The NYSE is the principal trading market for the ADSs. In July 2000, the RTS approved the listing of our common stock. Our common stock began trading
on the RTS on July 14, 2000.



|D. | Selling Shareholders
|-- | --------------------

Not
required.



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|E. | Dilution
|-- | --------

Not required.



|F. | Expenses of the Issue
|-- | ---------------------

Not required.



|ITEM 10. | Additional Information
|-------- | ----------------------



|A. | Share Capital
|-- | -------------

Not
required.



|B. | Memorandum and Articles of Association
|-- | --------------------------------------

We describe below the material provisions of our charter, certain provisions of Russian law relating to our organization and operation, and some of the terms of our capital stock based on provisions of
our current charter, applicable Russian law and certain agreements relating to our capital stock. Although we believe that we have summarized the material terms of our charter, Russian legal requirements, and our capital stock, this summary is not
complete and is qualified in its entirety by reference to our charter, applicable Russian law and the agreements relating to our capital stock. The amended and restated version of our charter was approved at the 2007 annual general meeting of
shareholders held on June 29, 2007. At the 2008 annual general meeting of shareholders held on June 9, 2008, our shareholders approved certain amendments to our charter that reflect the status of our company as a legal successor to certain
of our subsidiaries merging into our company. The Russian Federal Law on Joint Stock Companies and our charter require the affirmative vote of at least 75.0% of the voting shares present at a shareholders meeting to approve amendments to our
charter.

Open Joint Stock Company

As of May 14, 2009, the date of our Annual Report on Form 20-F for the year ended December 31, 2008, our charter capital is 288,538.11 Russian rubles, consisting of 51,281,022 issued and
outstanding shares of common stock, with a nominal value of 0.005 Russian rubles each, and 6,426,600 issued and outstanding shares of preferred stock, with a nominal value of 0.005 Russian rubles each. Shares of our common stock held by our
subsidiaries are treated as treasury shares for U.S. GAAP purposes but are not treated as such for purposes of Russian law. None of our shares of common or preferred stock are held in treasury for purposes of Russian law. Our charter authorizes us
to issue an additional 38,718,978 shares of common stock, with a nominal value of 0.005 Russian rubles each. As our shares of common stock and preferred stock have equal voting rights, we sometimes refer to them collectively as voting shares. Under
Russian law, the total nominal value of all outstanding shares of our preferred stock may not exceed 25.0% of our charter capital.

Our
Goals and Objectives

As set forth in Article 4.2 of our charter, our company has the following objectives:



| |  |  | research and design in the field of radioelectronic systems, or RES, of communication, informatics, telematics and in the related fields of science and
technology;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | creation of means and systems of communication, including rapid-deploying systems of radiotelephone communication for fixed and mobile subscribers,
designs, systems of cable, trunks, fiber-optic, point-to-point, satellite and other types of communication systems, creation of teleports and telecommunication networks;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | design, engineering and manufacture of the radioelectronic equipment for RES systems;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | designs in the field of new standards and software and hardware complexes for satellite and ground types of systems of communication;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | provision of communication services to companies and individuals in Russia and abroad on the basis of commercial use of established communication
systems including different types of cellular, cable, trunks, fiber-optic, point-to-point, satellite and other types of communication systems, including international communication systems;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provision of consulting and information services, engineering and marketing, investment and innovation activities, leasing, provision of dealer,
distributorship, broker and agency representation services;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | carrying out commercial operations with know-how, scientific and technical products and information, including receipt and distribution of licenses;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | publishing activities, provision of advertisement and other activities for the purpose of dissemination of information on our activities and our
partners in joint projects; organization of personnel training and re-training, conducting seminars, schools of business, organization of courses on the objective of our activities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | participation in the establishment of new enterprises to assist in achieving our goals in accordance with applicable legislation;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | carrying out independent foreign economic activity in accordance with applicable legislation of the Russian Federation, in particular, export-import
and purchasing agency operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | carrying out leasing activity, including as a leasing company; and
| | - |  | ------------------------------------------------------------------



| |  |  | carrying out any other activity not prohibited by applicable law.
| | - |  | -----------------------------------------------------------------

Common Stock

Except for treasury shares (as defined under Russian law),
each fully paid share of our common stock entitles its holder to:



| |  |  | participate in shareholder meetings;
| | - |  | ------------------------------------



| |  |  | have one vote on all issues voted upon at a shareholder meeting, except for the purposes of cumulative voting as required by applicable law for the
election of the board of directors, in which case each common share shall have the same number of votes as the total number of members to be elected to the board of directors and all such votes may be cast for a single candidate or may be
distributed between or among two or more candidates;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | receive dividends recommended by the board of directors and approved by the shareholders;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | in the event of our liquidation, receive a pro rata share of our assets remaining after settlement with our creditors and payment of the fixed
liquidation value on our preferred stock; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | exercise any other rights of a shareholder set forth in our charter and Russian law.
| | - |  | ------------------------------------------------------------------------------------

Changes to the rights of the holders of our common stock may only be made by amending our charter, according to the procedure described
below under Shareholder Meetings.

Preferred Stock

Except for shares that are authorized but not issued, each fully paid share of preferred stock entitles its holder to:



| |  |  | participate in shareholder meetings;
| | - |  | ------------------------------------



| |  |  | have one vote on all issues voted upon at a shareholder meeting, except for the purposes of cumulative voting as required by applicable law for the
election of the board of directors, in
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | which case each preferred share shall have the same number of votes as the total number of members to be elected to the board of directors and all such votes may be cast for a single candidate or
may be distributed between or among two or more candidates;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | receive an annual fixed dividend of 0.001 Russian ruble per share of preferred stock to the extent not specifically restricted by law;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in the event of our liquidation, receive a fixed liquidation value of 0.005 Russian rubles per share of preferred stock; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | exercise any other rights of a shareholder set forth in our charter and Russian law.
| | - |  | ------------------------------------------------------------------------------------

Additionally, each fully paid share of preferred stock is convertible into one share of common stock at any time after June 30, 2016 at
the election of the holder of the preferred stock. Upon conversion, the holder must pay us a conversion premium equal to 100.0% of the market value of one share of common stock at the time of conversion. Changes to the rights of the holders of our
preferred stock may only be made by amending our charter, according to the procedure described below under Shareholder Meetings. Such changes may also require issuance of new preferred shares replacing the previously issued shares.
As of May 14, 2009, the date of our Annual Report on Form 20-F for the year ended December 31, 2008, all of the issued and outstanding shares of our preferred stock are beneficially owned by Alfa Group. See Item 7Major
Shareholders and Related Party TransactionsA. Major Shareholders and Item 7Major Shareholders and Related Party TransactionsB. Related Party Transactions.

Shareholder Meetings

The
rights of shareholders are set forth in the Russian Federal Law on Joint Stock Companies and in our charter. Shareholders have the right to decide only those issues expressly set forth in the Russian Federal Law on Joint Stock Companies. These
issues include, among the others:



| |  |  | changes or amendments to the charter or approval of a new version of the charter;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | reorganization and liquidation of the company, appointment of liquidation commission, and approval of the interim and final liquidation balance sheets;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the election or premature removal of members of the board of directors and members of the audit commission;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | the determination of the number, nominal value and category (type) of, and the rights attached to, authorized shares;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | an increase or decrease of our charter capital; and
| | - |  | ---------------------------------------------------



| |  |  | certain transactions with interested parties and certain major transactions
| | - |  | ---------------------------------------------------------------------------

Voting at our shareholder meetings is conducted on the principle of one vote per each share of common or preferred stock. However, the
election of the board of directors is conducted by cumulative voting. The holders of common stock and the holders of preferred stock vote together as a single class. Decisions at our shareholder meetings are taken by the affirmative vote of at least
a majority of votes present, except as specifically provided in the Russian Federal Law on Joint Stock Companies. For instance, the Russian Federal Law on Joint Stock Companies and our charter require the affirmative vote of at least 75.0% of the
voting shares present at a shareholders meeting to approve certain decisions, including the following:



| |  |  | changes or amendments to the charter or approval of new version of the charter;
| | - |  | -------------------------------------------------------------------------------



| |  |  | a reorganization or liquidation of the company, appointment of liquidation commission, and approval of the interim and final liquidation balance
sheets;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | major transactions involving assets in excess of 50.0% of the balance sheet value of our assets, calculated in accordance with Russian accounting
standards;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the determination of the number, nominal value and category (type) of, and the rights attached to, authorized shares;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | the acquisition by our company of our outstanding shares as provided for by Russian law; or
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | issuance of shares of our common stock or preferred stock or securities convertible into shares of our common stock by way of a closed subscription or
by way of an open subscription of shares comprising more than 25.0% of all outstanding common shares.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
quorum requirement for our shareholder meetings is met if more than 50.0% of the voting shares are participating. In the absence of a quorum for holding an annual shareholders general meeting, a rescheduled annual shareholders meeting with the
same agenda must be held. In the absence of quorum for holding an extraordinary shareholders general meeting, a rescheduled extraordinary shareholders general meeting with the same agenda may be held. A rescheduled general shareholders
meeting must be called and held within 30 days after the failed general shareholders meeting, unless a later date is required under applicable law. A rescheduled general shareholders meeting will be considered to have a quorum if
shareholders (or their representatives) owning in the aggregate at least 30.0% of our issued and outstanding voting shares participate in the rescheduled general shareholders meeting.

Shares of our common stock held by any of our subsidiaries are not considered to be treasury stock under Russian law. We have implemented
the following procedures to ensure that shares of our common stock held by our subsidiaries will not dilute the voting rights of existing shareholders and to help us ensure that a quorum is present at shareholder meetings. Any subsidiary that holds
shares of our common stock will ensure that the shares will be considered present at shareholder meetings for purposes of calculating a quorum and will vote such shares pro rata in accordance with the votes submitted by all other holders of shares.
For example, if X% of shares (other than shares held by our subsidiaries) vote in favor of a decision and Y% vote against it or abstain from voting while being present, shares held by our subsidiaries will be voted X% in favor and Y% against the
decision. If for any reason this mechanism cannot be implemented, then we will ensure that shares owned by our subsidiaries will not be present or voted at any shareholder meeting.

Annual shareholder meetings must be convened by the board of directors at least two months and not more than six months after the end of
each financial year (in other words, between March 1 and June 30), and the agenda must include the following items:



| |  |  | the election of members of the board of directors;
| | - |  | --------------------------------------------------



| |  |  | the election of members of the audit commission;
| | - |  | ------------------------------------------------



| |  |  | the approval of an independent auditor;
| | - |  | ---------------------------------------



| |  |  | the approval of the annual reports;
| | - |  | -----------------------------------



| |  |  | the approval of the annual accounting statements including the report on profits and losses; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the distribution of profits (including declaration of dividends), and losses based on the results of the financial year.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

Any shareholder or group of shareholders owning in the aggregate at least 2.0% of our voting shares may introduce proposals to the agenda
of an annual shareholder meeting and may nominate candidates to the board of directors and the audit commission. Any proposals or nominations, together with certain other information, including information regarding nominees, must be provided to us
not later than 30 days after the end of each financial year (by January 30) in order to be included on the agenda.

Extraordinary general shareholders meetings may be convened by the board of directors, or at the request of the audit commission, independent auditor or any shareholder or group of shareholders owning in the aggregate at least 10.0%
of the voting shares as of the date of the request.



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Notice and Participation

All shareholders entitled to participate in a shareholders meeting must be notified of a meeting no less than 30 days prior to the date
of the meeting, unless a longer period is required by applicable law. All notices, including notifications on convening a shareholders meeting together with voting ballots, must be sent to each person included on the list of persons that have
the right to participate in the shareholders meeting, by registered mail or personal delivery against a receipt at the address specified in our shareholder register, or at such other address of which any such person has informed the board of
directors in writing. The agenda may not be changed after its distribution to shareholders.

Foreign Shareholders

Foreign persons registered as individual entrepreneurs in Russia who, and foreign companies that, acquire shares in a Russian joint stock
company must notify the Russian tax authorities within one month following such acquisition if they are already registered with the Russian tax authorities at the time of acquisition. Russian law is unclear as to whether foreign persons and
companies that are not registered with the Russian tax authorities at the time of their share acquisitions must register solely for the reason of such acquisitions. Other than these requirements, there are no requirements or restrictions with
respect to foreign ownership of our shares.

Dividends and Dividend Rights

Russian law governs the amount of dividends we may distribute to our shareholders. Under the Russian Federal Law on Joint Stock Companies,
dividends may be paid out of our net profits for the first quarter, half-year or nine months of the financial year or based on the results of the entire year, calculated in accordance with Russian accounting standards; provided, however, that:



| |  |  | our charter capital has been paid in full;
| | - |  | ------------------------------------------



| |  |  | the value of our net assets, calculated in accordance with Russian accounting standards, is not less than the sum of, and would not, as a result of
payment of the dividends, fall below the sum of:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our charter capital;
| | - | --------------------



| |  | our reserve fund, which is described in greater detail below; and
| | - | -----------------------------------------------------------------



| |  | the difference between the liquidation value set forth in our charter and the nominal value of the issued and outstanding shares of our preferred stock;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we have repurchased all shares from shareholders who have exercised their right to require us to repurchase their shares, as provided by Russian law;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we are not, and will not become as a result of the payment of dividends, insolvent (as defined under Russian law); and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | we comply with other requirements relating to declaration and payment of dividends provided by Russian federal laws.
| | - |  | --------------------------------------------------------------------------------------------------------------------

The declaration of dividends, which may be made quarterly, semi-annually or annually, must be approved by the affirmative vote of holders of
at least a majority of our voting shares at a shareholder meeting, based upon the recommendation approved by at least two-thirds of our board of directors (with regard to annual dividends) or a majority of our board of directors (with regard to
quarterly or semi-annual dividends). The dividends approved at a shareholder meeting may not be more than the amount recommended by our board of directors. Dividends are not payable on treasury shares (as such term is defined under Russian law).

Each fully paid share of preferred stock entitles its holder to receive an annual fixed dividend of 0.001 Russian ruble per
share of preferred stock to the extent there are sufficient funds available. We must pay dividends in full on our preferred stock before making any payments of dividends on our common stock. Dividends on our preferred stock are not cumulative. We
may pay dividends on our preferred stock from funds specifically reserved for this purpose.



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Share Capital Increase

Pursuant to Russian law, we may increase our charter capital by issuing additional shares, provided that sufficient shares of that class are authorized, or by increasing the nominal value of a class of
shares. A decision to effect a charter amendment to increase the number of authorized shares requires the affirmative vote of holders of at least 75.0% of the voting shares present at a shareholder meeting. The same voting requirement applies to a
decision to increase our charter capital by issuing additional shares by way of a closed subscription or by way of an open subscription for shares comprising more than 25.0% of all outstanding common shares. A decision to increase our charter
capital by increasing the nominal value of a class of shares must be approved by a simple majority of the voting shares present at a shareholders meeting. An increase in the nominal value of a class of shares may be effected only at the
expense of our assets. There is no liability of shareholders for further capital calls.

The Russian Federal Law on Joint
Stock Companies requires that we sell newly-issued shares at market value, except in limited cases in which a specified reduction in price is permitted, for example, in connection with the sale of shares to shareholders exercising preemptive rights.
In any event, such shares may not be sold for a purchase price less than their nominal value. In the event newly-issued shares are paid for in-kind, the valuation of the in-kind payment must be determined by an independent appraiser.

The Federal Service on the Financial Market (the successor to the Federal Commission on the Securities Market), under the power given to it
by federal legislation, enforces and from time to time modifies existing procedures for the registration and issuance of shares of a joint stock company. These procedures may include:



| |  |  | the registration of a decision to issue shares, which may require the production of a prospectus;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | public disclosure of certain information about the share-issuance; or
| | - |  | ---------------------------------------------------------------------



| |  |  | the registration and public disclosure of a report on the results of the issuance of the shares, which has been approved by the board of directors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

In addition, the Russian Federal Laws on Investor Protection on the Securities Market provides that newly
issued shares may not be traded until the report on the results of the issuance of the shares is registered and the shares are fully paid.

Capital Decrease and Share Buy-Backs

Under Russian law, our shareholders that vote against or abstain from
voting on certain decisions have the right to sell their shares to us at market value. Our obligation to purchase shares in these circumstances is limited to 10.0% of our net assets calculated at the time the decision is approved and in accordance
with Russian accounting standards. The shares may be held as treasury, but must be re-sold within one year. If the shares are not resold within one year, our shareholders must decide to cancel them and, thereby, decrease our charter capital.
Decisions that trigger this right to sell shares to us include:



| |  |  | reorganization or liquidation;
| | - |  | ------------------------------



| |  |  | the approval by shareholders of a major transaction, the value of which comprises more than 50.0% of our assets (calculated in accordance
with Russian accounting standards); and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amendment of our charter in a manner that limits shareholder rights.
| | - |  | ------------------------------------------------------------------------

Under Russian law, we may not reduce our charter capital if, after the reduction, our charter capital would be less than the minimum charter
capital required by applicable law. Any decision to reduce our charter capital, whether by repurchasing and canceling shares or by reducing the nominal value of shares, must be approved by at least a majority of voting shares present at a
shareholder meeting. Within 30 days of the approval of such a decision, we must issue a written notice of the decision to our creditors and also publish this decision. Our creditors would then have the right to demand, within 30 days of publication
of the decision or receipt of our notice, repayment of all outstanding amounts due to them, as well as compensation for damages.



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Our board of directors may authorize the repurchase of shares by VimpelCom for cash provided
that the aggregate nominal value of shares outstanding after the repurchase is at least 90.0% charter capital. We must either resell the repurchased shares within one year of their repurchase or our shareholders must decide to cancel them and,
thereby, decrease our charter capital.

Under the Russian Federal Law on Joint Stock Companies, VimpelCom may repurchase our
issued shares only if, at the time of repurchase:



| |  |  | our charter capital has been paid in full;
| | - |  | ------------------------------------------



| |  |  | the value of our net assets, calculated in accordance with Russian accounting standards, is not less than the sum of, and would not, as a result of
such repurchase, fall below the sum of:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our charter capital;
| | - | --------------------



| |  | our reserve fund, which is described in greater detail below; and
| | - | -----------------------------------------------------------------



| |  | if we are repurchasing shares of our common stock, the difference between the liquidation value of the issued and outstanding shares of our preferred stock set forth in
the charter and the nominal value of the issued and outstanding shares of our preferred stock;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we have repurchased all shares from shareholders who have exercised their right to require us to repurchase their shares, as provided by Russian law;
and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we are not, and will not become as a result of the repurchase, insolvent (as defined under Russian law).
| | - |  | --------------------------------------------------------------------------------------------------------

Preemptive Rights and Certain Anti-Takeover Protections

The Russian Federal Law on Joint Stock Companies grants existing shareholders a preemptive right to purchase on a pro rata basis shares or securities convertible into shares that we propose to sell in a
public offering. In addition, Russian law provides that shareholders who vote against or do not participate in the voting on the placement of shares or securities convertible into our shares in a closed subscription (private placement) have a
preemptive right to acquire shares or convertible securities proportionate to their existing holdings of our shares, except if the shares or securities convertible into shares are placed among all existing shareholders in proportion to their
existing holdings.

We have more than 1,000 holders of ADSs and, accordingly, we comply with the provisions of Russian law
applicable to companies with more than 1,000 holders of common stock. Although Russian law is unclear about the status of ADS holders, we endeavor to provide to our ADS holders the same rights and benefits as the holders of our common stock. For
more information, please see Item 3Key InformationD. Risk FactorsRisks Related to Our Common Stock and ADSsVoting rights with respect to the shares of common stock represented by ADSs are limited by the terms of the
depositary agreement for the ADSs, our charter and Russian law and Item 3Key InformationD. Risk FactorsRisks Related to Our Common Stock and ADSsRussian law may consider the depositary the beneficial owner of our
common shares underlying our ADSs.

Shareholders Liability

The Russian Civil Code and the Russian Federal Law on Joint Stock Companies generally provide that shareholders in a Russian joint stock
company are not liable for the obligations of the joint stock company and only bear the risk of loss of their investment. However, under Russian law, those shareholders which are controlling legal entities may be jointly and severally liable with us
for any of our obligations under a transaction if:



| |  |  | they have the ability to issue mandatory instructions to us and that ability is provided for by our charter or in a contract between us and them; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | we concluded the transaction pursuant to their mandatory instructions.
| | - |  | ----------------------------------------------------------------------

In addition, our shareholders may have secondary liability for any of our obligations if:



| |  |  | we become insolvent or bankrupt due to their actions or their failure to act; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | they have the ability to make decisions for us or otherwise determine our activity and deliberately cause the bankruptcy of the company.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------

Board of Directors

Pursuant to our charter, our board of directors consists of nine directors, each of whom is elected for a term ending on the date of the next annual general shareholders meeting, unless the
authority of all members of the board of directors is terminated earlier by decision of an extraordinary shareholders meeting. The directors in their entirety may be removed at any time and without cause by at least a majority vote of shareholders
present at a shareholders meeting.

In accordance with the Russian Federal Law on Joint Stock Companies, the board of
directors may decide any issue that does not require a shareholder vote. Pursuant to our charter, meetings of the board of directors require the presence of at least two-thirds of its members, including at least one member nominated by each
shareholder owning at least 25.0% plus one of our voting shares. The charter provides that actions taken by the board of directors require the affirmative vote of at least a majority of its members unless otherwise specified in the charter, the
procedural regulations of the board of directors or applicable law. However, the procedural regulations of the board of directors may not reduce the voting requirements specified in the charter or applicable law. The following decisions require the
affirmative vote of at least two-thirds of all members of the board of directors:



| |  |  | recommending annual dividends to be paid on our common stock; and
| | - |  | -----------------------------------------------------------------



| |  |  | approving the procedure for paying annual dividends on our common stock and preferred stock.
| | - |  | --------------------------------------------------------------------------------------------

The following decisions require the affirmative vote of at least 80.0% of all members of the board of directors:



| |  |  | determining business priorities and approving strategic orientations as advised by the General Director and Chief Executive Officer;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | approving, amending or terminating our internal documents, except for those documents that must be approved by the shareholders at a shareholder
meeting;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acquiring or selling shareholdings in other enterprises;
| | - |  | --------------------------------------------------------



| |  |  | appointing and dismissing the General Director and Chief Executive Officer;
| | - |  | ---------------------------------------------------------------------------



| |  |  | approving the annual budget and the business plan, which must include the cost of new lines of business, and any amendments thereto; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | approving major transactions as they are determined by the Russian law (i.e. transactions connected with acquisition or alienation of property worth
more than 25.0% but not more than 50.0% of the book value of our assets, calculated in accordance with Russian accounting standards).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The power to determine directors compensation lies exclusively with the shareholders. Unless specifically authorized by the General Director, the directors do not have the power to borrow on our
behalf.

Interested Party Transactions

We are required by Russian law and our charter to obtain the approval of independent disinterested directors or our shareholders for certain transactions with interested parties. Interested
parties are defined by



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Russian law and include, generally, any persons able to issue mandatory instructions to us, members of our board of directors, our General Director and Chief Executive Officer, and any
shareholder that owns (together with any affiliates) at least 20.0% of our voting shares, if such person or such persons relatives or affiliates are:



| |  |  | a party to, or beneficiary of, a transaction with us, whether directly or as a representative or an intermediary;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | the owner of at least 20.0% of the issued and outstanding voting shares of a legal entity that is a party to, or beneficiary of, the transaction with
us, whether directly or as a representative or an intermediary; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a member of the board of directors or an officer of a legal entity that is a party to, or beneficiary of, a transaction with us, whether directly or as
a representative or an intermediary.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Due to the technical requirements of Russian law, these same parties
may also be deemed to be interested parties with respect to certain transactions within our group and, therefore, certain transactions between companies within our group require interested party transaction approval.

Because we comply with the provisions of Russian law applicable to companies with more than 1,000 shareholders, the Russian Federal Law on
Joint Stock Companies requires that interested party transactions be approved:



| |  |  | by at least a majority vote of all directors who are independent and not interested in the transaction on these issues; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | by at least a majority vote of shareholders who are not interested in the transaction (i.e., by more than 50.0% of the votes held by all
disinterested shareholders) if:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the value of the transaction is equal to 2.0% or more of the book value of our assets (calculated in accordance with Russian accounting standards);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the transaction involves the issuance of voting shares or securities convertible into voting shares in an amount exceeding 2.0% of outstanding voting shares and voting
shares in which outstanding convertible securities can be converted; or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | all members of the board of directors are not eligible to vote.
| | - | ---------------------------------------------------------------

Major Transactions

We are required by Russian law and our charter to
obtain the unanimous approval of the members of the board of directors (whether or not present at the meeting) of transactions involving property worth more than 25.0% but not more than 50.0% of the book value of our assets, calculated in accordance
with Russian accounting standards. In the event that we are unable to obtain such unanimous approval, we are required to obtain the approval of holders of at least a majority of voting shares present at a shareholders meeting. For transactions
involving property worth more than 50.0% of the book value of our assets, calculated in accordance with Russian accounting standards, we are required to obtain the approval of holders of at least 75.0% of the voting shares participating in a
shareholders meeting.

Liquidation Rights

Under Russian law, the liquidation of a company results in its termination without the transfer of rights and obligations to other persons as legal successors. Pursuant to our charter, we may be
liquidated:



| |  |  | by the affirmative vote of holders of at least three-quarters of the voting shares present at a shareholder meeting;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | by court order; or
| | - |  | ------------------



| |  |  | on other grounds provided by legislation.
| | - |  | -----------------------------------------



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Once the decision to liquidate has been taken, the right to manage our affairs passes to a
liquidation commission. In the case of a voluntary liquidation, the members of the liquidation commission are appointed by shareholders at a shareholder meeting. In the case of an involuntary liquidation, the members of the liquidation commission
are appointed by a court. Creditors may file claims within a period to be determined by the liquidation commission. This period shall be at least two months from the date of publication of a notice by the liquidation commission.

Pursuant to the Russian Civil Code, upon a liquidation, the claims of our creditors will be satisfied in the following order of priority:



| |  |  | individuals to whom we owe funds due to harm to health or life;
| | - |  | ---------------------------------------------------------------



| |  |  | employees;
| | - |  | ----------



| |  |  | payments to the budget and non-budgetary funds; and
| | - |  | ---------------------------------------------------



| |  |  | other creditors.
| | - |  | ----------------

In addition, our remaining assets will be distributed among our shareholders in the following order of priority:



| |  |  | payments to repurchase all shares from shareholders who have exercised their right to require us to repurchase their shares, as provided by Russian
law;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | payments of accrued but unpaid dividends on the preferred stock and the liquidation value of the preferred stock; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | distribution of remaining assets among the holders of common and preferred stock on a pro rata basis.
| | - |  | -----------------------------------------------------------------------------------------------------

Reserve Fund

Russian law
requires that each joint stock company establish a reserve fund, which may only be used to cover the companys losses, redeem the companys bonds that have been issued under Russian law and redeem the companys shares if other funds
are not available. Our charter provides for a reserve fund of 15.0% of our charter capital, to be funded by annual transfers of 5.0% of our net profits, calculated in accordance with Russian accounting standards, until the reserve fund has reached
this amount. As of December 31, 2008, we had a reserve fund of approximately 43,000.00 Russian rubles, or approximately US$1,463.56 at the Central Bank exchange rate on December 31, 2008.

Share Registration, Transfers and Settlement

All of our issued shares are registered. Russian law requires each joint stock company to maintain a shareholder register. Ownership of registered shares is evidenced by entries made in the register. In
October 1996, we retained the National Registry Company, a licensed independent registrar jointly owned by Computershare Investments (UK) Limited, Computershare Limited, NRC Investments (UK) Limited and Rosbank (a Russian bank), to maintain our
shareholder register. Under the Russian Civil Code, a shareholder may transfer his or her rights in registered shares only in the manner and to the extent prescribed by law. All transfers must be in written form. When making entries on the register,
the registrar may not require documents beyond what is required by current regulations. Any refusal to register shares in the name of the transferee or, upon request of the beneficial holder, in the name of a nominee holder, is void and may be
disputed as prescribed by law.



|C. | Material Contracts
|-- | ------------------

The
following summary of our material agreements, which are filed as exhibits to this Annual Report on Form 20-F/A or incorporated by reference into this Annual Report on Form 20-F/A, does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all of the provisions of these agreements.



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Agreement and Plan of Merger dated December 21, 2007. On December 21, 2007,
our subsidiaries VimpelCom Finance B.V. and Lillian and Golden Telecom signed a definitive merger agreement pursuant to which Lillian commenced a tender offer to acquire 100.0% of the outstanding shares of Golden Telecoms common stock at a
price of US$105.0 per share in cash. Lillian was subsequently merged with and into Golden Telecom and Golden Telecom became our indirect wholly-owned subsidiary. The total purchase price for 100.0% of the shares of Golden Telecom was US$4,315.2
million.

$3.5 billion Facility Agreement dated February 8, 2008. In connection with our acquisition of Golden
Telecom, on February 8, 2008, we entered into a facility agreement with ABN AMRO Bank N.V., London Branch, Barclays Capital, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank plc, ING Bank N.V. and UBS Limited as mandated lead arrangers and
bookrunners and Citibank International plc as agent. The facility comprises a 12-month bridge facility in an aggregate principal amount of US$1,500.0 million, maturing on February 8, 2009, and a syndicated three-year term loan facility in an
aggregate principal amount of US$2,000.0 million, maturing on February 8, 2011. The bridge facility bears interest at a rate of LIBOR plus 0.75% per annum for the first six months, LIBOR plus 1.0% per annum for the next three months
and LIBOR plus 1.25% per annum thereafter. The term loan facility bears interest at a rate of LIBOR plus 1.5% per annum. On February 19, 2008, we drew down US$3,500.0 million under this facility agreement. On May 6, 2008, we
repaid the bridge facility in the amount of US$1,500.0 million from the proceeds of the loans from VIP Finance Ireland, funded by the issuance of loan participation notes by VIP Finance Ireland on April 30, 2008. As of May 14, 2009, the
date of our Annual Report on Form 20-F for the year ended December 31, 2008, the principal amount outstanding under this facility is US$1,600.0 million.

On April 28, 2009 we signed an Amendment Agreement in relation to this Facility. In accordance with the terms of the Amendment Agreement certain financial covenants and general undertakings were changed,
including, among others, decrease of the required minimum level of the Total Shareholders Equity from US$3,000.0 million to US$2,000.0 million which will be applicable to the financial statements for the first three quarters of 2009 and for the 2009
financial year. Starting from the financial statements for the first quarter of 2010 and thereafter the required minimum level of the Total Shareholders Equity will be returned to the level of US$3,000.0 million. The interest rate was also increased
by 1.00% p.a. for the 12 months period starting from the date when Amendment Agreement became effective.

Loan Agreements
dated April 28, 2008.On April 28, 2008, we entered into two loan agreements in the aggregate principal amount of US$2,000.0 million with VIP Finance Ireland. On April 30, 2008, VIP Finance Ireland completed an offering of an
aggregate principal amount of US$2,000.0 million loan participation notes, split equally between five-year and 10-year tranches, for the sole purpose of funding these loans to our company. The five-year US$1,000.0 million issue and related loan in
the same principal amount bear interest at an annual rate of 8.375% payable semi-annually and are due in April 2013. The 10-year US$1,000.0 million issue and related loan in the same principal amount bear interest at an annual rate of 9.125% payable
semi-annually and are due in April 2018. The loan participation notes are listed on the Irish Stock Exchange and are with limited recourse to VIP Finance Ireland. The related trust deeds, dated April 30, 2008 between VIP Finance Ireland, BNY
Corporate Trustee Services Limited, The Bank of New York, London Branch, The Bank of New York, New York Branch and The Bank of New York (Luxembourg) S.A., govern the rights of holders of the loan participation notes.



|D. | Exchange Controls
|-- | -----------------

A
framework currency law, or the Currency Law, which came into effect on June 18, 2004, empowers the Russian Government and the Central Bank to regulate and/or restrict certain currency transactions, including operations involving domestic and
foreign securities, foreign currency borrowings by Russian companies and sales and purchases of foreign currency on the domestic market. The Currency Law liberalized Russian currency controls by abolishing the requirement of transaction-specific
currency licenses from the Central Bank. On January 1, 2007 the Russian Government and the Central Bank repealed (i) the requirement that certain transactions be conducted through special accounts opened by residents and nonresidents with
authorized Russian banks, and (ii) the requirement that funds in an amount equal to a certain percentage of the relevant transaction or a certain percentage of the funds transferred need to be reserved.



|E. | Taxation
|-- | --------

The following
discussion generally summarizes certain material United States federal and Russian income and withholding tax consequences to a beneficial owner arising from the ownership and disposition of shares of our common stock or ADSs. The discussion which
follows is based on (a) the United States Internal Revenue Code of 1986, as amended, which we refer to in this Annual Report on Form 20-F/A as the Code, the Treasury regulations promulgated thereunder, and judicial and administrative
interpretations thereof, (b) Russian law and (c) the Convention between the United States of America and the Russian Federation for the Avoidance



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of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, which we refer to in this Annual Report on Form 20-F/A as the U.S./Russia Double Tax Treaty,
all as in effect on the date hereof, and is subject to any changes (possibly on a retroactive basis) in these or other laws occurring after such date. It is also based, in part, on representations of the depositary, and assumes that each obligation
in the deposit agreement and any related agreements will be performed in accordance with its terms.

The discussion which
follows is intended as a descriptive summary only and is not intended as tax advice to any particular investor. It is also not a complete analysis or listing of all potential United States federal or Russian income and withholding tax consequences
to a prospective holder of ADSs or shares of common stock. Each investor is urged to consult its own tax adviser regarding the specific United States federal, state, and local and Russian tax consequences of the ownership and disposition of the ADSs
or shares of common stock and regarding the effect and applicability of tax treaties.

Russian Tax Considerations

The following is a summary of certain Russian tax considerations regarding the purchase, ownership and disposition of the ADSs and shares of
common stock by Non-Resident Holders. The summary is general in nature and is based on the laws of the Russian Federation in effect as at the date of this filing which are subject to change (possibly with retroactive effect). The summary does not
seek to address the applicability of, and procedures in relation to, taxes levied by regions, municipalities or other non-federal level authorities of Russia. Similarly, the summary does not seek to address the applicability of any double tax treaty
relief. In this regard, however, it is noted that there may be practical difficulties involved in claiming double tax treaty relief. Investors should consult their tax advisors with respect to the consequences of an investment in the ADSs and shares
of common stock arising under the legislation of the Russian Federation or any political subdivision thereof. Please see Item 3Key InformationD. Risk FactorsRisks Related to the Legal and Regulatory Environment in
RussiaRussias unpredictable federal and local tax systems give rise to significant uncertainties and risks that complicate our tax planning and business decisions. Under no circumstances should the descriptions set forth below be
viewed as tax advice.

For the purposes of this filing, a Non-Resident Holder means: (i) an individual who is not
considered a tax resident in Russia under applicable Russian tax legislation in effect when they earn income from ADSs and/or shares of common stock or (ii) a legal entity or organization in each case not incorporated or otherwise organized
under Russian Law, which purchases, holds and disposes of ADSs or common stock other than through its permanent establishment in Russia.

The Russian tax rules applicable to securities, and in particular to the tax treatment of a Non-Resident Holder which holds Russian securities, are characterized by significant uncertainties and by an
absence of clear interpretative guidance. Russian tax law and procedures are not well developed and rules are sometimes interpreted differently by different tax inspectors. In addition, the substantive provisions of Russian tax law may be subject to
more rapid and unpredictable change than in a jurisdiction with more developed capital markets.

Taxation of dividends

Dividends paid to a Non-Resident Holder generally should be subject to Russian withholding tax, which should be withheld by us, at a 15.0%
rate for legal entities as well as for individuals. This tax may be reduced under the terms of a double tax treaty between Russia and the country of residence of the Non-Resident Holder. For example, the U.S./Russia Double Tax Treaty provides for
reduced rates of withholding on dividends paid to holders that are U.S. Holders (as defined below) that are entitled to U.S./Russia Double Tax Treaty benefits; a 10.0% rate applies to dividends paid to U.S. Holders that own less than 10.0% of the
entitys outstanding shares and 5.0% for U.S. Holders that are legal entities owning 10.0% or more of the entitys outstanding shares provided that such U.S. Holders are beneficial (actual) owners of such dividends.

In 2006 there were several interpretations of the tax provisions from the Ministry of Finance of the Russian Federation addressing the
beneficial ownership concept in Russia for double tax treaty purposes. These interpretations suggest that the Ministry of Finance will look to the beneficial owner of an ADS holder instead of the nominal owner (such as depositary) in determining
whether the ADS holder may benefit from the terms of a double tax treaty. However, these interpretations are not binding under Russian tax law and are subject to uncertainty and unpredictable positions of tax inspectors. As well there is no clear
established practical procedure for payers of income to withhold tax based on the tax residency of the beneficial owner.



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Due to the above uncertainty on the beneficial ownership concept in Russia and because of
the fact that the depositary (and not the holder of the ADS) is the legal holder of the shares under Russian law, there is a risk that the treaty relief may be unavailable to Non-Resident Holders of ADS. In addition, the Russian tax authorities may
disallow application for relief under the double tax treaty between the Russian Federation and depositarys country of residence. Therefore, we may be unable to apply the reduced rates provided by relevant double tax treaties and will be
obliged to withhold income tax at a maximum rate of 15.0% from dividend payments made to the depositary. See Procedure for obtaining double tax relief below.

Moreover, from a practical perspective, it may not be possible for the depositary to collect residence confirmations from all ADS holders
and submit such information to us and, in addition, we may be unaware of the exact amount of income payable to each particular holder.

Taxation of capital gains

Non-Resident Holders-legal entities

A Non-Resident Holder that is a legal entity generally may be subject to Russian income tax in connection with the sale, exchange or other
disposition of ADSs or shares of common stock in certain instances. However, there is no mechanism for withholding Russian income tax if ADSs or shares of common stock are sold by a Non-Resident Holder legal entity outside of Russia, provided that
the ADSs or shares of common stock are not sold to a Russian legal entity or to a Russian permanent establishment of a foreign legal entity. Regardless of the residence of the purchaser, a Non-Resident Holder that is a legal entity should not be
subject to any Russian income or withholding taxes in connection with the sale, exchange or other disposition of ADSs or shares of common stock if our assets consist of 50.0% or less of immovable property located on the territory of the Russian
Federation or if the ADSs or shares of common stock that are quoted on a foreign stock exchange are sold via that foreign exchange.

With the exception of the above, sales or other dispositions of ADSs or shares of common stock to Russian residents are, in general, subject to Russian withholding tax. In the event of such a sale by a Non-Resident Holder that is a legal
entity, a Russian resident purchaser that is a legal entity or a Russian permanent establishment of a foreign legal entity will be required to withhold 20.0% (24% tax rate was applicable until 1 January 2009) of any gain realized on the sale by
the foreign legal entity. The gain will be determined as the difference between the sale price and all expenses relating to the acquisition, holding and alienation of ADSs or shares of common stock paid by the Non-Resident Holder for the ADSs or
shares of common stock, provided that the Non-Resident Holder is able to present documents confirming such expenses. If a Non-Resident Holder is not able to present documents confirming expenses related to the acquisition, a Russian resident
purchaser that is a legal entity or a Russian permanent establishment of a foreign legal entity will be required to withhold 20.0% of the sales proceeds. Since capital gains may be calculated in Russian rubles, the taxable base could be
affected by changes in the Russian ruble exchange rates. There is no mechanism for a Russian resident purchaser to withhold tax if the purchaser is an individual (unless the sale is executed through a professional securities market participant).

Non-Resident Holders-individuals

According to Russian tax legislation, taxation of capital gains realized on a sale, exchange or other disposition of shares of common stocks or ADSs of Non-Resident Holders that are individuals will
depend on whether this income is considered as received from Russian or non-Russian sources. However, in the absence of a clear definition of what constitutes income from sources within Russia in the case of the sale of securities, there is a risk
that income from the disposal of securities in Russian company may be considered as received from Russian source.

The sale,
exchange or other disposition of shares of common stocks or ADSs by the Non-Resident Holder individual, if considered Russian source income, should be subject to tax at a rate of 30.0% (unless treaty relief is available) on the difference between
the sale price and expenses incidental to acquisition, storage and sale of the shares of common stock or ADSs. However, the income tax can only be withheld at the source of payment if the sale was made by a Non-Resident Holder through a professional
securities market participant (for example, a Russian broker, asset manager, or management company, which performs asset management of unit investment fund property). Otherwise, no withholding will be made and the Non-Resident Holder will have an
obligation to file an annual tax return in Russia, report the income recognized and apply for a deduction of the relevant expenses (which include filing of support documentation). Since capital gains may be calculated in Russian rubles, the taxable
base could be affected by changes in the Russian ruble exchange rates.



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Any tax otherwise payable by a Non-Resident Holder may be exempt from Russian taxation under
the terms of an applicable double tax treaty. U.S. tax resident Holders, for example, could be entitled to an exemption from Russian tax (if applicable) by virtue of the U.S./Russia Double Tax Treaty. See Procedure for obtaining double
tax treaty relief.

Procedure for obtaining double tax treaty relief

In order to take advantage of a double tax treaty, it is sufficient to provide the Russian tax agent (e.g., our company in the case of a
payment of dividends) with confirmation of tax residency in a state with which Russia has concluded the relevant treaty. The confirmation of the Non-Resident Holders residency may be issued in the form of a letter from the competent authority
of the Non-Resident Holders country, containing the tax identification number of the resident (if any), the period covered by the letter and the date of issuance. The confirmation of tax residency needs to be renewed and provided to the tax
agent before the first payment in each tax period. The letter should be duly signed and stamped. A U.S. Holder may obtain the appropriate certification by mailing a completed Internal Revenue Service Form 8802, the payment (if the user fee is paid
by check or money) and all required attachments to: IRS, P.O. Box 42530, Philadelphia, PA 19101-2350. The procedures for obtaining certification are described in greater detail in the instructions to Form 8802. As obtaining the required
certification from the Internal Revenue Service may take at least 45 days, U.S. Holders should apply for such certification as soon as possible. The aforementioned confirmation should be duly apostilled or legalized and translated into Russian. In
addition, a Non-Resident individual must provide appropriate documentary proof of tax payments outside of Russia on income with respect to which treaty benefits are claimed where the treaty exemption is conditional on the income concerned being
subject to taxation in other jurisdiction. Because of uncertainties regarding the form and procedures for providing such documentary proof, individuals in practice may not be able to obtain treaty benefits on receipt of proceeds from a source within
Russia.

If tax treaty clearance is not obtained and tax is withheld by a Russian tax agent on capital gains, dividend
payments or other amounts, a Non-Resident Holder may apply for a tax refund by filing a package of documents with the Russian local tax inspectorate to which the withholding tax was remitted within 3 years from the end of tax period in which the tax
was withheld for Non-Resident Holders that are legal entities and within one year from the end of the tax period (a calendar year) in which the tax was withheld for Non-Resident Holders that are individuals. The package should include the
appropriate form (1012 DT (2002) for dividend income and 1011DT (2002) for other income), confirmations of residence of the foreign Holder, a copy of the agreement or other documents substantiating the payment of income and documents
confirming the transfer of tax to the budget. Under the provisions of the Tax Code, the refund of the tax should be effected within one month after the submission of the documents. However, procedures for processing such claims have not been clearly
established, and there is significant uncertainty regarding the availability and timing of such refunds.

The Russian tax
authorities may, in practice, require a wide variety of documentation confirming a holders right to obtain relief under a double tax treaty. Such documentation may not be explicitly required by the Russian Tax Code.

The above-mentioned procedures may be more complicated with respect to ADS in comparison to Russian shares, due to separation of legal
ownership and beneficial ownership to the Russian shares, underlying the ADS. Russian tax legislation does not provide for clear guidance regarding availability of double tax treaty relief for ADS, therefore, depending on the wording of each
particular double tax treaty, it may be necessary to analyze the possibility to apply double tax treaty relief.

United States Federal
Income Tax Considerations

This summary of United States federal income and withholding tax consequences applies only to a
U.S. Holder of ADSs or shares of common stock that is a resident of the United States for purposes of the U.S./Russia Double Tax Treaty and is fully eligible for benefits thereunder.

As used herein, the term U.S. Holder means a beneficial owner of common stock that is not a resident of the Russian Federation for Russian
tax purposes and is: (i) an individual citizen or resident of the United States for United States federal income tax purposes; (ii) a corporation or partnership created or organized in or under the laws of the United States or a political
subdivision thereof; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and
one or more U.S. persons, within the meaning of Section 7701(a)(30) of the Internal Revenue Code, have authority to control all substantial decisions of the trust,



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or a trust in existence on August 20, 1996, which was treated as a U.S. person under the law in effect immediately before that date which made a valid election to continue to be treated as a
U.S. person under the Internal Revenue Code. The U.S./Russia Double Tax Treaty benefits discussed herein generally are not available to U.S. Holders who hold ADSs or shares of common stock in connection with the conduct of business in the Russian
Federation through a permanent establishment or the performance of personal services in the Russian Federation through a fixed base. This summary does not discuss the treatment of such holders.

Since the United States federal income and withholding tax treatment of a U.S. Holder may vary depending upon particular situations, certain
U.S. Holders (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, U.S. Holders subject to the alternative minimum tax, U.S. Holders who are broker-dealers in securities, U.S. Holders that have a
functional currency other than the U.S. dollar, U.S. Holders that received common stock as compensation for services, and U.S. Holders that own, directly, indirectly or by attribution, 10.0% or more of the outstanding shares of common
stock) may be subject to special rules not discussed below. In addition, this summary is generally limited to U.S. Holders who will hold ADSs or shares of common stock as capital assets within the meaning of Section 1221 of the
Internal Revenue Code and not as part of a hedging transaction, straddle or conversion transaction within the meaning of Sections 1221, 1092 and 1258 of the Internal Revenue Code and the regulations thereunder.
The discussion below also does not address the effect of any United States state or local tax law or foreign tax law on a U.S. Holder in the ADSs or shares of common stock.

For purposes of applying United States federal income and withholding tax law, a U.S. Holder of an American Depositary Receipt representing
ADSs will be treated as the owner of the underlying shares of common stock represented thereby.

Taxation of dividends on ADSs or shares of
common stock

Subject to the discussion under the heading United States Federal Income Tax
ConsiderationsPassive Foreign Investment Company, the gross amount of any dividend received by a U.S. Holder (determined without deduction for any Russian withholding taxes) with respect to ADSs or shares of common stock generally
will be subject to taxation as foreign source dividend income to the extent such distributions are made from the current or accumulated earnings and profits of our company, as determined for U.S. federal income tax purposes. A dividend will be
included in income when received by the U.S. Holder in the case of shares of common stock or by the Depositary in the case of ADSs. A U.S. corporate holder will not be allowed a deduction for dividends received in respect of distributions on ADSs or
shares of common stock. A distribution, if any, in excess of such current and accumulated earnings and profits first will be treated as a non-taxable return of capital to the extent of the U.S. Holders basis in the ADSs or common stock, and
thereafter as a capital gain. The portion of any distribution to a U.S. Holder treated as a non-taxable return of capital will reduce such holders tax basis in such ADSs or common stock.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by a U.S. Holder that is an
individual with respect to the ADSs or shares of common stock will be subject to U.S. taxation at a maximum current rate of 15.0% if the dividends are qualified dividends. Dividends paid on the ADSs or shares of common stock will be
treated as qualified dividends if our company was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company, or PFIC. Based on our audited financial
statements and relevant market and shareholder data, we believe that it was not treated as a PFIC for U.S. federal income tax purposes with respect to our prior taxable years. In addition, based on our financial statements and our current
expectations regarding the value and nature of our assets and the sources and nature of our income, we do not anticipate being treated as a PFIC for our current taxable year.

The U.S. Treasury has announced its intention to promulgate rules pursuant to which holders of ADSs or common stock and intermediaries
through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, it is not clear whether our company will
be able to comply with them. Holders of our ADSs and shares of common stock should consult their own tax advisers regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

If a dividend is paid in Russian rubles, the amount included in gross income by a U.S. Holder will be the U.S. dollar value, on the date of
receipt by the U.S. Holder (or by the Depositary, in the case of ADSs), of the Russian ruble amount distributed, regardless of whether the payment is actually converted into U.S. dollars. Any gain or loss resulting from currency exchange rate
fluctuations during the period from the date the dividend



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is included in the income of the U.S. Holder to the date the Russian rubles are converted into U.S. dollars generally will be treated as ordinary income or loss from U.S. sources. A U.S. Holder
may be required to recognize foreign currency gain or loss on the receipt of a refund of Russian withholding tax pursuant to the U.S./Russia Double Tax Treaty to the extent the U.S. dollar value of the refund on the date of the receipt of the refund
differs from the U.S. dollar value of that amount on the date of receipt of the underlying dividend.

Russian withholding tax
at either the 10.0% rate provided under the U.S./Russia Double Tax Treaty or the relevant Russian statutory rate as provided under Russian tax law should be treated as a foreign income tax. Subject to generally applicable limitations, foreign income
taxes may be credited against a U.S. Holders U.S. federal income tax liability or, at the election of the U.S. Holder, may be deducted in computing taxable income. If Russian tax is withheld at a rate other than the applicable rate per the
Treaty or Statute (the rate prescribed under Russian tax law) then any amount in excess of the applicable rate may not be creditable or deductible since that portion may not be considered a creditable income tax.

Taxation on sale or exchange of ADSs or shares of common stock

Subject to the discussion under the heading United States Federal Income Tax ConsiderationsPassive foreign investment company, the sale of ADSs or shares of common
stock generally will result in the recognition of U.S.-source gain or loss in an amount equal to the difference between the amount realized on the sale and the U.S. Holders adjusted basis in such ADSs or shares of common stock. If a U.S.
Holder disposes of ADSs or shares of common stock for foreign currency, the amount realized will generally be the U.S. dollar value of the payment received, determined using the spot rate on the settlement date for the sale. Gain or loss upon the
sale of ADSs or shares of common stock will be capital gain or loss and will be long-term capital gain or loss if the ADSs or shares of common stock have been held for more than one year. Long-term capital gain realized by a U.S. Holder with respect
to ADSs or shares of common stock will be subject to tax at a maximum current rate of 15.0% for individuals and generally 35% for corporations. However, special rules may apply to a redemption of common stock which may result in the proceeds of the
redemption being treated as a dividend. Certain limitations exist on the deductibility of capital losses by both corporate and individual taxpayers. If a U.S. Holder receives a currency other than the U.S. dollar (e.g., Russian rubles) upon a sale
or exchange of ADSs or common stock, gain or loss, if any, recognized on the subsequent sale, conversion or disposition of such currency will be U.S. source ordinary income or loss. However, if such currency is converted into U.S. dollars on the
date received by the U.S. Holder, the U.S. Holder generally should not be required to recognize any additional gain or loss on such conversion.

In general, under the U.S./Russia Double Tax Treaty, gain recognized by a U.S. Holder from such a sale would not be subject to Russian income tax, provided that certain administrative formalities required
under Russian law are met. See Russian Tax ConsiderationsTaxation of Capital Gains. If Russian income tax is withheld on the sale of ADSs or shares of common stock, a U.S. Holder may not be entitled to a tax
credit for the amount withheld, if all or a portion of the amount withheld is considered a non-creditable tax (i.e. taxes withheld at a rate in excess of either the rate prescribed by the Treaty or Statute).

Passive foreign investment company

In general. The foregoing discussion assumes that we are not currently, and will not be in the future, classified as a passive foreign investment company, which we refer to in this discussion as a PFIC, within the meaning of the
Internal Revenue Code. Generally, if during any taxable year of a non-U.S. corporation, 75.0% or more of such non-U.S. corporations gross income consists of certain kinds of passive income, or if 50.0% or more of the average value
(or if the non-U.S. corporation so elects, the average adjusted basis) during a taxable year of such non-U.S. corporations assets are passive assets (generally assets that generate passive income), such non-U.S. corporation will be
classified as a PFIC for such year.

Based on our current and projected income, assets and activities, we do not believe that
we will be classified as a PFIC for our current or any succeeding taxable year. However, because PFIC status is a factual matter that must be determined annually, there can be no assurances in this regard.

Consequences of PFIC classification. If we were classified as a PFIC for any taxable year in which a U.S. Holder is a holder of ADSs
or common stock, such holder would be subject to special rules, generally resulting in increased tax liability in respect of gain realized on the sale or other disposition of ADSs or common stock or upon the receipt of certain distributions on ADSs
or common stock. For example, gain recognized on disposition of PFIC stock or the receipt of an excess distribution from a PFIC is: (1) treated as if it were ordinary income earned ratably on each day in the taxpayers holding
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marginal rate in effect during the period in which it was deemed earned and (2) subject to an interest charge as if the resulting tax had actually been due in such earlier year or years. An
excess distribution is the amount of any distribution received by a U.S. Holder during the taxable year that exceeds 125.0% of the immediately preceding three year average of distributions received from the corporation, subject to
certain adjustments.

A disposition is defined to include, subject to certain exceptions, any transaction or event that
constitutes an actual or deemed transfer of property for any purpose under the Internal Revenue Code, including a sale, exchange, gift, transfer at death, and the pledging of PFIC stock to secure a loan. The foregoing rules will continue to apply
with respect to a U.S. Holder who held the common stock while we met the definition of a PFIC even if we cease to meet the definition of a PFIC. You are urged to consult your own tax advisors regarding the consequences of an investment in a PFIC.

QEF Election. A U.S. Holder of a PFIC who makes a Qualified Electing Fund election, or a QEF Election, will be taxable
currently on its pro rata share of the PFICs ordinary earnings and net capital gain, unless it makes a further election to defer payments of tax on amounts included in income for which no distribution has been received, subject to an interest
charge. Special adjustments are provided to prevent inappropriate double taxation of amounts so included in a U.S. Holders income upon a subsequent distribution or disposition of the stock.

For a U.S. Holder to qualify for treatment under the QEF election, we would be required to provide certain information to the U.S. Holder.
Although we have not definitively decided whether we would provide such information, we do not currently intend to do so.

Mark to market election. A U.S. Holder of marketable stock under the PFIC rules may be able to avoid the imposition of the special tax and interest charge by making a mark-to-market election. Generally,
pursuant to this election, a U.S. Holder would include in ordinary income, for each taxable year during which such stock is held, an amount equal to the increase in value of the stock, which increase will be determined by reference to the value of
such stock at the end of the current taxable year as compared with its value as of the end of the prior taxable year. A U.S. Holder desiring to make the mark-to-market election should consult its tax advisor with respect to the application and
effect of making such election.

United States information reporting and backup withholding

Distributions made on ADSs or shares of common stock and proceeds from the sale of common stock or ADSs that are paid within the United
States or through certain U.S.-related financial intermediaries to a U.S. Holder are subject to information reporting and may be subject to a backup withholding tax unless, in general, the U.S. Holder complies with certain procedures or
is a corporation or other person exempt from such withholding. A holder that is not a U.S. person generally is not subject to information reporting or backup withholding tax, but may be required to comply with applicable certification procedures to
establish that he is not a U.S. person in order to avoid the application of such information reporting requirements or backup withholding tax to payments received within the United States or through certain U.S.-related financial intermediaries.



|F. | Dividends and Paying Agents
|-- | ---------------------------

Not required.



|G. | Statement by Experts
|-- | --------------------

Not
required.



|H. | Documents on Display
|-- | --------------------

We
file and submit reports and other information with the SEC. Any documents that we file and submit with the SEC may be read and copied at the SECs public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. We file our annual
reports on Form 20-F and submit our quarterly results and other current reports on Form 6-K.



|I. | Subsidiary Information
|-- | ----------------------

Not required.



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|ITEM 11. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

We are exposed to market risk from adverse movements in foreign currency exchange rates and changes in interest rates on our obligations. In accordance with our policies, we do not enter into any treasury
management transactions of a speculative nature.

Historically, our tariff plans have been linked to the U.S. dollar. However,
in 2006, we introduced a number of Russian ruble denominated tariff plans and fixed our Russian ruble/US$ exchange rate at 28.7 for all U.S. dollar linked tariff plans. In 2006, we also changed the functional currency of our accounting systems from
the U.S. dollar to the Russian ruble and in the third and fourth quarters of 2006, amended the terms of most of our supplier agreements for payment to be made in Russian rubles instead of U.S. dollars. Nonetheless, a significant amount of our costs,
expenditures and liabilities continue to be denominated in U.S. dollars. We are required to collect revenues from our subscribers and from other Russian telecommunications operators for interconnect charges in Russian rubles. To the extent permitted
by Russian law, we hold part of our readily available cash in U.S. dollars and euros in order to manage against the risk of ruble devaluation. In 2006, 2007, and 2008 we entered into forward, swap and option agreements (to buy U.S. dollars for
Russian rubles and Kazakh tenge) with BNP Paribas, Citibank, Standard Bank, Deutsche Bank, VTB and certain other banks to hedge our obligations. According to our treasury policy, we hedged the majority of our financial obligations due in 2009.
Nonetheless, if the U.S. dollar or euro value of the Russian ruble were to dramatically decline, we could have difficulty repaying or refinancing our foreign currency denominated indebtedness. An increase in the Russian ruble value of the U.S.
dollar or euro could, unless effectively hedged, result in a net foreign exchange loss due to an increase in the Russian ruble value of our U.S. dollar or euro denominated liabilities. Accordingly, fluctuations in the value of the Russian ruble
against the U.S. dollar or the euro could adversely affect our financial condition and results of operations.

We keep part of
our cash and cash equivalents in interest bearing accounts, in U.S. dollars and euros, in order to manage against the risk of Russian ruble devaluation. We maintain bank accounts denominated in Russian rubles, U.S. dollars and euros. Although we
attempt to match revenue and cost in terms of their respective currencies, we may experience economic loss and a negative impact on earnings as a result of foreign currency exchange rate fluctuations. Under Russian profit tax rules, maintaining cash
balances denominated in any foreign currency creates taxable translation gains.

In order to minimize our foreign exchange
exposure to fluctuations in the Russian ruble exchange rate, we are migrating some of our U.S. dollar based costs to Russian ruble based costs to balance assets and liabilities and revenues and expenses denominated in Russian rubles. However, this
migration might increase our cost exposure to Russian ruble inflationary pressure. Some of our equipment financing obligations are denominated in euros, which exposes us to risks associated with the changes in euro exchange rates. Our treasury
function has developed risk management policies that establish guidelines for limiting foreign currency exchange rate risk.

The following table summarizes information, as of December 31, 2008, about the maturity of our financial instruments that are sensitive to foreign currency exchange rates, including foreign currency denominated debt obligations. Fair
value at December 31, 2008 approximates total value. For information regarding changes in certain of our outstanding indebtedness subsequent to December 31, 2008, see Item 5Operating and Financial Revisions and
ProspectsLiquidity and Capital ResourcesFinancing activities2009.

Aggregate nominal amount of total
debt outstanding at year-end (in millions of U.S. dollars or euros, as indicated):



|                      |  |         |  |         |  |         |  |         |  |         |  |         |  |            |  |                                
|--------------------- |  | ------- |  | ------- |  | ------- |  | ------- |  | ------- |  | ------- |  | ---------- |  | -------------------------------
|                      |  | 2008    |  | 2009    |  | 2010    |  | 2011    |  | 2012    |  | 2013    |  | Thereafter |  | Fair Valueas ofDecember 31,2008
|Total debt:           |  |         |  |         |  |         |  |         |  |         |  |         |  |            |  |                                
|Fixed Rate (US$)      |  | 3,510.9 |  | 3,206.2 |  | 2,900.0 |  | 2,600.0 |  | 2,600.0 |  | 1,600.0 |  | 1,600.0    |  | 2,342.0                        
|Average interest rate |  | 9.0%    |  | 9.0%    |  | 9.0%    |  | 9.0%    |  | 9.0%    |  | 9.0%    |  | 9.0%       |  |                               
|Variable Rate ()     |  | 809.4   |  | 636.1   |  | 315.9   |  | 0.5     |  |        |  |        |  |           |  | 781.3                          
|Average interest rate |  | 5.0%    |  | 5.0%    |  | 5.0%    |  | 4.0%    |  |        |  |        |  |           |  |                               
|Variable Rate (US$)   |  | 2,836.9 |  | 1,695.1 |  | 681.0   |  | 108.8   |  | 23.6    |  | 11.8    |  |           |  | 2,222.9                        
|Average interest rate |  | 2.0%    |  | 2.0%    |  | 2.0%    |  | 3.0%    |  | 4.0%    |  | 4.0%    |  |           |  |                               
|                      |  | 7,157.2 |  | 5,537.4 |  | 3,896.9 |  | 2,709.3 |  | 2,623.6 |  | 1,611.8 |  | 1,600.0    |  |                               



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VimpelCom USD/RUB zero-cost collars Derivative Instruments

As of December 31, 2008, the total notional amount of our derivative instruments amounted to US$1,514.3 million including US$225.0
million of Sovintel interest rate swap instrument, US$1,289.3 million of VimpelCom USD/RUB zero-cost collars instruments. These derivatives are considered to be economic hedges, but for financial accounting purposes they have not been amounted for
as hedges.



|                                                                                                                                                                                                                |  |                                     |  |                               |  |                                                        |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | ----------------------------- |  | ------------------------------------------------------ | -
|Type of derivative                                                                                                                                                                                              |  | Hedged Risk                         |  | Notionalamount                |  | Mark to MarketSpot (Clean Price)as ofDecember 31, 2008 |  
|                                                                                                                                                                                                                |  |                                     |  | (In millions of U.S. dollars) | 
|Zero-cost collars                                                                                                                                                                                               |  |                                     |  | 1,289.3                       |  | 109.8                                                  |  
|                                                                                                                                                                                                                |  |                                     | 
|Zero-cost collars agreement to purchase U.S. dollars for Russian rubles at a rate of protection 26.84/33.15 Russian rubles per
U.S. dollar and of rate participation 23.50/24.90 Russian rubles per U.S. dollar |  | Foreign Currency Exchange Rate Risk |  | 1,289.3                       |  | 109.8                                                  |  
|                                                                                                                                                                                                                |  |                                     | 
|Interest Rate Swaps                                                                                                                                                                                             |  |                                     |  | 225                           |  | (9.1                                                   | )
|                                                                                                                                                                                                                |  |                                     | 
|Swap agreement to transfer floating U.S. dollars interest rate (LIBOR 3M) to a fixed interest rate of 4.355% in the event the
LIBOR 3M floating rate is equal to no greater than 5.4%                           |  | Interest Rate Risk                  |  | 225                           |  | (9.1                                                   | )

Our cash and
cash equivalents are not subject to any material interest rate risk.



|ITEM 12. | Description of Securities other than Equity Securities
|-------- | ------------------------------------------------------

Not required.



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PART II



|ITEM 13. | Defaults, Dividend Arrearages and Delinquencies
|-------- | -----------------------------------------------

None.



|ITEM 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds
|-------- | ----------------------------------------------------------------------------

None.



|ITEM 15. | Controls and Procedures
|-------- | -----------------------

Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the
participation of our management, including our Chief Executive Officer, or CEO, General Director and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period
covered by this Annual Report on Form 20-F/A. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and
procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily applies its judgment in assessing the costs and benefits of such
controls and procedures. Based upon the evaluation and the material weakness described below, our CEO, General Director and Chief Financial Officer have concluded that as of December 31, 2008, our disclosure controls and procedures were
ineffective in providing reasonable assurance that information required to be disclosed by us in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and
forms, and that such information is accumulated and communicated to our management, including our CEO, General Director and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. These disclosure controls
and procedures include our Disclosure Review Committees review of the preparation of our Exchange Act reports. The Disclosure Review Committee also provides an additional check on our disclosure controls and procedures.

Managements Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our published consolidated
financial statements in accordance with accounting principles generally accepted in the United States.

Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

As discussed in Note
23, Restatement of the Measurement of Noncontrolling Interest, to our consolidated financial statements included elsewhere in this Annual Report on Form 20-F/A, our consolidated financial statements as of December 31, 2008 and the year then ended
have been restated to correct an error in our accounting for contractual redemption arrangements which were entered into in June 2008 with respect to the noncontrolling interest in one of our subsidiaries. This error was discovered during the
external audit of our 2009 consolidated financial statements. We determined that this error in accounting resulted from a deficiency in the operation of existing controls related to complex transactions only as it relates to the adequate analysis
of, and initial accounting for, this specific complex transaction (i.e., the contractual redemption arrangements entered into in June 2008 with respect to the noncontrolling interest in one of our subsidiaries) in 2008. Due to this deficiency, our
management concluded in early March 2010 that a material weakness existed in our internal control over financial reporting as of December 31, 2008.

Our management assessed the effectiveness of our company internal control over financial reporting as of December 31, 2008. In making its assessment, management utilized the criteria set forth by the
Committee of Sponsoring Organizations, or COSO, of the Treadway Commission in Internal ControlIntegrated Framework and the Securities and Exchange Commissions Guidance Regarding Managements Report on Internal Control Over Financial
Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Based on the assessment and the material weakness described above, management concluded that our company did not maintain effective internal control over financial
reporting as of December 31, 2008.

Ernst & Young LLC, our companys independent registered public
accounting firm, has issued an attestation report on our internal controls over financial reporting. A copy of the report appears below.

Remediation

Subsequent to the December 31,
2008 annual assessment date, our management has evaluated the nature of the error in adequately analyzing and properly accounting for the contractual redemption arrangements entered into in June 2008 with respect to the noncontrolling interest in
one of our subsidiaries and has implemented additional control procedures related to the analysis and documentation of non-routine, complex transactions. The additional control procedures include increased and more timely communication between the
departments associated with such non-routine, complex transactions and the accounting department; improvement of tools (e.g. checklists) to ensure the proper and timely identification of potential US GAAP accounting issues; and increased review
controls for non-routine, complex transactions. Although we believe the design of our controls are effective, the company has neither materially changed its existing contractual redemption arrangements nor has it entered into new redemption
arrangements related to any noncontrolling interests since June 2008, and therefore the expanded controls have not had reason to function with respect to any such contractual redemption arrangements with noncontrolling interests.

Attestation Report of the Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

The Board of
Directors and Shareholders

Open Joint Stock Company Vimpel-Communications

We have audited Open Joint Stock Company Vimpel-Communications (VimpelCom) internal control over financial reporting
as of December 31, 2008, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). VimpelComs management is responsible for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on VimpelComs internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our report dated May 6, 2009, we expressed an opinion that VimpelCom maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria. Management subsequently identified a material weakness described in the following paragraph. As a result, management has
revised its assessment, as presented in Item 15, Managements Annual Report on Internal Control Over Financial Reporting to conclude that VimpelComs internal control over financial reporting was not effective as of December
31, 2008. Accordingly, our present opinion on the effectiveness of internal control over financial reporting, as expressed herein, is different from that expressed in our previous report.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in
managements assessment. Management has identified a material weakness in controls related to VimpelComs accounting for contractual redemption arrangements with respect to the noncontrolling interest in one of its subsidiaries. We also
have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of VimpelCom as of December 31, 2008 and 2007, and the related consolidated statements of income,
shareholders equity and accumulated other comprehensive income and cash flows for each of the three years in the period ended December 31, 2008. This material weakness was considered in determining the nature, timing, and extent of audit tests
applied in our audit of the 2008 financial statements, and this report does not affect our report dated May 6, 2009 except for the adoption of SFAS 160 as described in Note 2, as to which the date is December 4, 2009, and Note 23, as to which the
date is March 5, 2010, on those financial statements.

In our opinion, because of the effect of the material weakness
described above on the achievement of the objectives of the control criteria, VimpelCom has not maintained effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

/s/ ERNST & YOUNG LLC

May 6, 2009, except
for the effects of the material weakness described in

the sixth paragraph above, as to which the date is March 5, 2010

Moscow, Russia



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Changes in Internal Control Over Financial Reporting

Except as described above, there were no changes in our internal control over financial reporting identified in connection with an evaluation
thereof that occurred during the period covered by this Annual Report on Form 20-F/A that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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|ITEM 16A. | Audit Committee Financial Expert
|--------- | --------------------------------

Our board of directors does not have an audit committee. We are required by Russian law and our charter to have an audit commission. See the section of this Annual Report on Form 20-F/A entitled Item 6Directors, Senior
Management and EmployeesC. Board Practices. The board of directors has determined that Alexander Gersh, a member of our audit commission, is a financial expert, as defined in Item 16A of Form 20-F and
independent, as defined in Rule 10A-3 under the Exchange Act and current NYSE listing rules applicable to us. For a description of Mr. Gershs experience, please see Item 6Directors, Senior Management and
EmployeesA. Directors and Senior ManagementAudit Commission MembersAlexander Gersh.



|ITEM 16B. | Code of Ethics
|--------- | --------------

We have
adopted a code of ethics, as defined in Item 16B of Form 20-F under the Exchange Act, which applies to employees, officers and directors of VimpelCom. Our code of ethics is available on our web site at http://www.vimpelcom.com. We will disclose
any amendment to the provisions of such code of ethics or any waiver that our board of directors may grant on our web site at the same address.



|ITEM 16C. | Principal Accountant Fees and Services
|--------- | --------------------------------------

Ernst & Young LLC has served as our independent public accountants for each of the fiscal years in the two-year period ended December 31, 2008, for which audited financial statements appear
in this Annual Report on Form 20-F/A. The following table presents the aggregate fees for professional services and other services rendered by Ernst & Young LLC and its affiliates in 2008 and 2007, respectively.



|                   |  |                         |           |      |     |          
|------------------ |  | ----------------------- | --------- | ---- | --- | ---------
|                   |  | Year ended December 31,
|                   |  | 2008                    |           | 2007
|Audit Fees         |  | US$                     | 6,472,982 |      | US$ | 2,854,433
|Audit-Related Fees |  |                         | 0         |      |     | 0        
|Tax Fees           |  |                         | 77,984    |      |     | 0        
|All Other Fees     |  |                         | 45,463    |      |     | 0        
|                   |  |                         |           |      |     |          
|Total              |  | US$                     | 6,596,429 |      | US$ | 2,854,433
|                   |  |                         |           |      |     |          

Audit Services

Audit services mainly consisted of the audit of the consolidated financial statements as of and for the years ended December 31, 2008
and 2007, the review of quarterly consolidated financial statements and services provided in connection with regulatory filings, including comfort letters, consents and Sarbanes-Oxley Section 404 attestation services.

Audit-related services

Audit-related services are assurance and related services which are reasonably related to the performance of audit or review and generally include advisory services regarding specific regulatory filings and reporting procedures and other
agreed-upon services related to accounting and billing records. No audit-related services were performed in 2008 and 2007 by Ernst & Young LLC.



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Tax Services

Tax services consisted of services for preparation of personal income tax returns for employees for US tax purposes.

Other Services

Other services include consulting and survey
services.

Audit Committee Pre-Approval Policies and Procedures

The Sarbane-Oxley Act of 2002 required the Company to implement a pre-approval process for all engagements with its independent public
accountants. In compliance with Sarbanes-Oxley requirements pertaining to auditor independence, the Companys audit commission pre-approves the engagement terms and fees of Ernst & Young LLC for audit and non-audit services, including
tax services. The Companys audit commission pre-approved the engagement terms and fees of Ernst & Young LLC for all services performed for the fiscal year ended December 31, 2008.



|ITEM 16D. | Exemptions from the Listing Standards for Audit Committees
|--------- | ----------------------------------------------------------

The current NYSE rules require us to have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. As described in Item 16AAudit Committee Financial
Expert, our board of directors does not have an audit committee, but rather our company has an audit commission, as required by Russian law and our charter. Our audit commission meets the standards for the audit committee exemption afforded by
Rule 10A-3(c)(3) and we, therefore, rely on the Rule 10A-3(c)(3) exemption in this Annual Report on Form 20-F/A. We believe that such reliance does not materially adversely affect the ability of the audit commission to act independently or to
satisfy the other requirements of Rule 10A-3.



|ITEM 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|--------- | ----------------------------------------------------------------------

In 2007, VC ESOP N.V., an indirect wholly owned subsidiary, repurchased an aggregate of 4,000,000 of our ADSs, representing 200,000 shares of
our common stock, pursuant to a publicly announced share repurchase plan. The plan was announced on April 24, 2007 and the repurchases were completed by May 8, 2007. VC ESOP repurchased these ADSs at an average price of US$20.26 per ADS,
for a total aggregate price of US$81.0 million. In 2008, VC ESOP repurchased an aggregate of 4,000,000 of our ADSs, representing 200,000 shares of our common stock at an average price of US$28.62 per ADS, for a total aggregate price of US$114.5
million. These repurchases were completed by July 3, 2008. The ADSs that VC ESOP acquired were used for the issuance of stock-based compensation awards. For more information regarding these share repurchase plans, see Item
6Directors, Senior Management and EmployeesE. Share OwnershipShare Repurchase Programs.

The following
table sets forth, for each month in 2008 and for the year as a whole, the total number of our ADSs repurchased by VC ESOP pursuant to the share repurchase plans described above, the average price paid per ADS, the number of ADSs that were purchased
as part of the publicly announced share repurchase plans and the maximum number of ADSs that at that date remained eligible for purchases under such plans.



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|               |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|-------------- |  | -------------------------------- |  | ------------------------- |  | ----------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|Period         |  | Total Number ofADSs Purchased(a) |  | Average Price Paidper ADS |  | Total Number ofADSs Purchased asPart of
PubliclyAnnounced Plans orPrograms(b) |  | Maximum Number (orApproximate DollarValue) of ADSs that MayYet Be Purchased
Underthe Plan
|January 1-31   |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|February 1-29  |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|March 1-31     |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|April 1-30     |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|May 1-31       |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|June 1-30      |  | 1,996,000                        |  | 29.94                     |  | 1,996,000                                                                     |  |                                                                                          
|July 1-31      |  | 2,004,000                        |  | 27.30                     |  | 4,000,000                                                                     |  |                                                                                          
|August 1-31    |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|September 1-30 |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|October 1-31   |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|November 1-30  |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|December 1-31  |  |                                  |  |                           |  |                                                                               |  |                                                                                          
|Total          |  | 4,000,000                        |  | 28.62                     |  | 4,000,000                                                                     |  |                                                                                          



|(a) | All purchases were made pursuant to the publicly announced share repurchase plan described above in open market and privately negotiated transactions effected on the
NYSE.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | As described in Item 6Directors, Senior Management and EmployeesE. Share OwnershipShare Purchase Programs, we publicly announced a
repurchase plan on April 24, 2007, pursuant to which we were authorized to repurchase throughout 2008 up to 4,000,000 ADSs, which is equivalent to up to 200,000 shares of our common stock. This repurchase plan expired on July 3, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 16F. | Change in Registrants Certifying Accountant
|--------- | --------------------------------------------

Not required.



|ITEM 16G. | Corporate Governance
|--------- | --------------------

We
comply with the corporate governance rules applicable to foreign private issuers listed on the NYSE. The following is a summary of such significant corporate governance differences between our corporate governance practices and Section 303A.11
of the NYSEs Listed Company Manual corporate governance requirements applicable to U.S. companies.

Director Independence

The NYSE corporate governance rules require that listed companies have a majority of independent directors and the rules set
forth standards for determining independence. Neither Russian law nor regulation impose any such requirement on our company. As a foreign private issuer, we are exempt from complying with this NYSE requirement and our board does not currently
determine which of our directors are independent. However, currently, no members of management are members of our board.

Non-Management
Directors Meetings

The NYSE rules provide that, in order to empower non-management directors to serve as a more
effective check on management, the non-management directors of a listed company must meet at regularly scheduled executive sessions without management. Neither Russian law nor regulation impose any such requirement on our company. As a foreign
private issuer, we are exempt from complying with this NYSE requirement and our internal corporate governance rules and procedures do not currently require non-management directors to meet at regularly scheduled executive sessions without
management.

However, since our board does not include any members of our management, effectively all meetings are
non-management directors meetings. Furthermore, from time to time, the board has requested that management not be present for portions of board meetings in order to allow the board to serve as a more effective check on management.

Nominating/Corporate Governance Committee

The NYSE rules require that listed companies must have a nominating/corporate governance committee composed entirely of independent directors. Neither Russian law nor regulation impose any such



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requirement on our company. As a foreign private issuer, we are exempt from complying with the NYSE requirement to establish a nominating/corporate governance committee and we do not currently
have such a committee. However, our board of directors has established a corporate governance committee to act in an advisory capacity to our board of directors with respect to corporate governance issues. Our board of directors has not made any
determination with respect to the independence of corporate governance committee members.

Russian law limits the boards
ability to nominate directors to narrow circumstances, providing that a board may, in its discretion, nominate additional candidates if shareholders do not submit nominations for a sufficient number of candidates to the board. Since the listing of
our company on the NYSE, our shareholders have always nominated a sufficient number of candidates to our board so that our board has not had to nominate additional candidates.

Compensation Committee

The NYSE rules require that listed companies
must have a compensation committee composed entirely of independent directors. Neither Russian law nor regulation impose any such requirement on our company. As a foreign private issuer, we are exempt from complying with the NYSE requirement to
establish a compensation committee. However, our board of directors has established a compensation committee to act in an advisory capacity to our board of directors with respect to compensation issues. Our board of directors has not made any
determination with respect to the independence of compensation committee members.

Audit Committee

The NYSE corporate governance rules provide that each listed company must have an audit committee that satisfies the requirements of Rule
10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3, as well as further requirements set out in the NYSE rules unless an exemption applies.

Neither Russian law nor regulation impose any such requirement on our company. Russian law and our charter require us to have an Audit Commission consisting of non-directors. Under our Charter and our
Audit Commission By-Laws, our Audit Commission is responsible for reviewing both our Russian and U.S. GAAP accounts. The Audit Commission By-Laws expressly prohibit officers from being members of the Audit Commission.

We believe that we are eligible to avail ourselves of the exemption provided by Rule 10A-3, which would otherwise require us to have an
audit committee of the board consisting of independent directors with the functions set forth in Rule 10A-3. However, we believe that our Audit Commission is empowered with authority and responsibility that is largely consistent with Rule 10A-3 and
NYSE requirements for audit committees. The following are the most significant differences between the responsibility of the Audit Commission and the Rule 10A-3 and NYSE requirements:



| |  |  | consistent with Russian law, the Audit Commission may nominate outside auditors for appointment by shareholders, whereas Rule 10A-3 requires audit
committees to have the power to directly appoint outside auditors;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | because we do not prepare an annual proxy statement in accordance with SEC regulations, the Audit Commission is not required to prepare a report as
required by the SEC to be included in a proxy statement; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Audit Commission is not required by its By-Laws to set hiring policies relating to the hiring of employees or former employees of our outside
auditors.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Our board of directors has determined that Alexander Gersh, the Chairman of the Audit Commission,
is independent as such term is defined in Rule 10A-3 and under the current NYSE rules applicable to us.

Equity Compensation
Plans

The NYSE rules require that listed companies must give shareholders an opportunity to vote on all equity
compensation plans and material revisions thereto. Neither Russian law nor regulation impose any such requirement on our company and, in fact, Russian law does not permit shareholders to approve such equity compensation plans except to the extent
that they relate to the compensation to directors (our directors do not receive any equity compensation). As a foreign private issuer, we are exempt from complying with this NYSE requirement and no equity compensation plans have been submitted for
approval by our shareholders.



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Corporate Governance Guidelines

The NYSE rules require that listed companies must adopt and disclose corporate governance guidelines. Neither Russian law nor regulation
impose any such requirement on our company. As a foreign private issuer, we are exempt from complying with this NYSE requirement and we do not currently have corporate governance guidelines.

CEO Certification

The NYSE rules require that each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards. This certification must be disclosed in the
companys annual report mailed to shareholders. Neither Russian law nor regulation impose any such requirement on our company. As a foreign private issuer, we are exempt from complying with this NYSE requirement and although we periodically
evaluate compliance with the NYSE corporate governance listing standards, we do not currently comply with this requirement.



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PART III



|ITEM 17. | Financial Statements
|-------- | --------------------

We
have responded to Item 18 in lieu of this Item.



|ITEM 18. | Financial Statements
|-------- | --------------------

INDEX TO FINANCIAL STATEMENTS

OF OPEN JOINT STOCK COMPANY VIMPEL-COMMUNICATIONS



|                                                                                           |  |    
|------------------------------------------------------------------------------------------ |  | ---
|Report of Independent Registered Public Accounting Firm                                    |  | F-2
|Consolidated Financial Statements                                                          |  |    
|Consolidated Balance Sheets                                                                |  | F-3
|Consolidated Statements of Income                                                          |  | F-4
|Consolidated Statements of Shareholders Equity and Accumulated Other Comprehensive
Income |  | F-6
|Consolidated Statements of Cash Flows                                                      |  | F-7
|Notes to Consolidated Financial Statements                                                 |  | F-9



|ITEM 19. | Exhibits
|-------- | --------

List of Exhibits.



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.1         |  | Restated Charter of VimpelCom, approved by the annual general meeting of shareholders of VimpelCom on June 29, 2007, and as amended by the board of directors of VimpelCom on August
22, 2007. +####                                                                                                                                                                                                                                                                                                                                     
|            | 
|2.1         |  | Deposit Agreement, dated November 20, 1996, by and among VimpelCom, The Bank of New York, as the depositary, and all owners or beneficial owners of ADSs.*                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|2.2         |  | Loan Agreement, dated June 10, 2004, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|2.3         |  | Trust Deed, dated June 16, 2004, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|2.4         |  | Further Loan Agreement, dated July 8, 2004, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|2.5         |  | Supplemental Trust Deed, dated July 14, 2004, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|2.6         |  | Loan Agreement, dated October 18, 2004, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|2.7         |  | Trust Deed, dated October 22, 2004, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|2.8         |  | Loan Agreement, dated February 8, 2005, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|2.9         |  | Trust Deed, dated February 11, 2005, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|2.10        |  | Deed of Amendment, dated April 21, 2006, between VimpelCom, UBS (Luxembourg) S.A. and The Bank of New York, amending the Loan Agreement and the Further Loan Agreement, dated June
10, 2004 and July 8, 2004, respectively, between VimpelCom and UBS (Luxembourg) S.A. and assigning certain rights, interests and benefits of UBS (Luxembourg) S.A. therein pursuant to the Trust Deed and the Supplemental Trust Deed, dated June 16,
2004 and July 14, 2004, respectively, between UBS (Luxembourg) S.A. and The Bank of New York.###



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.11  |  | Loan Agreement, dated May 12, 2006, by and between VimpelCom and UBS (Luxembourg) S.A.###                                                                                                                                                                                                                                                                                                                                                                                          
|      | 
|2.12  |  | Trust Deed, dated May 22, 2006, by and between UBS (Luxembourg) S.A. and The Bank of New York.###                                                                                                                                                                                                                                                                                                                                                                                  
|      | 
|2.13  |  | Loan Agreement, dated April 28, 2008, by and between VimpelCom and VIP Finance Ireland Limited. ####                                                                                                                                                                                                                                                                                                                                                                               
|      | 
|2.14  |  | Trust Deed, dated April 30, 2008, by and between VIP Finance Ireland Limited, BNY Corporate Trustee Services Limited, The Bank of New York, London Branch, The Bank of New York, New
York Branch and The Bank of New York (Luxembourg) S.A. ####                                                                                                                                                                                                                                   
|      | 
|2.15  |  | Loan Agreement, dated April 28, 2008, by and between VimpelCom and VIP Finance Ireland Limited. ####                                                                                                                                                                                                                                                                                                                                                                               
|      | 
|2.16  |  | Trust Deed, dated April 30, 2008, by and between VIP Finance Ireland Limited, BNY Corporate Trustee Services Limited, The Bank of New York, London Branch, The Bank of New York, New
York Branch and The Bank of New York (Luxembourg) S.A. ####                                                                                                                                                                                                                                   
|      | 
|4.1   |  | Form of Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | 
|4.2   |  | Primary Agreement, dated as of May 30, 2001, by and among VimpelCom, Telenor East Invest AS and Eco Telecom Limited.§§                                                                                                                                                                                                                                                                                                                                                             
|      | 
|4.3   |  | Registration Rights Agreement, dated as of May 30, 2001, by and among VimpelCom, Telenor East Invest AS and Eco Telecom Limited.§§                                                                                                                                                                                                                                                                                                                                                 
|      | 
|4.3.1 |  | Amendment No. 1 to Registration Rights Agreement, dated August 28, 2003, to Registration Rights Agreement, dated May 30, 2001, by and among VimpelCom, Telenor East Invest AS and Eco
Telecom Limited.#                                                                                                                                                                                                                                                                            
|      | 
|4.4   |  | Guarantee Agreement, dated as of May 30, 2001, by and among Telenor ASA, as guarantor, and VimpelCom, VimpelCom-Region and Eco Telecom Limited, as
beneficiaries.§                                                                                                                                                                                                                                                                                                                 
|      | 
|4.5   |  | Guarantee Agreement, dated as of May 30, 2001, by and among CTF Holdings Limited, as limited guarantor, Eco Holdings Limited, as general guarantor, and VimpelCom, VimpelCom-Region
and Telenor East Invest AS, as beneficiaries.§§                                                                                                                                                                                                                                                
|      | 
|4.6   |  | $3.5 billion Facility Agreement, dated February 8, 2008, between VimpelCom and ABN AMRO Bank N.V., London Branch, Barclays Capital, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank
plc, ING Bank N.V. and UBS Limited as mandated lead arrangers and bookrunners, ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank plc, ING Bank N.V., Dublin Branch and UBS (Luxembourg) S.A. as original lenders and
Citibank International plc as agent.§§§
|      | 
|4.7   |  | Agreement and Plan of Merger dated December 21, 2007, among VimpelCom Finance B.V., Lillian Acquisition, Inc. and Golden Telecom, Inc.^                                                                                                                                                                                                                                                                                                                                            
|      | 
|8.    |  | List of Subsidiaries.^^                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | 
|12.1  |  | Certification of General Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241.^^                                                                                                                                                                                                                                                                                                                                                             
|      | 
|12.2  |  | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241.^^                                                                                                                                                                                                                                                                                                                                                                          
|      | 
|12.3  |  | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241.^^                                                                                                                                                                                                                                                                                                                                                                          
|      | 
|13.1  |  | Certification of General Director, CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.^^                                                                                                                                                                                                                                                                                                                                                
|      | 
|15.1  |  | Consent of Ernst & Young LLC.^^                                                                                                                                                                                                                                                                                                                                                                                                                                                    



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|* | Incorporated by reference to the Registration Statement on Form F-1 (Registration No. 333-5694) of Open Joint Stock Company Vimpel-Communications.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Registration Statement on Form F-3 (Registration No. 333-12210) of Open Joint Stock Company Vimpel-Communications.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
1997 (SEC File No. 1-14522).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
1998 (SEC File No. 1-14522).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
1999 (SEC File No. 1-14522).
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2000 (SEC File No. 1-14522).
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2003.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|## | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2004.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|### | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|#### | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2007.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|§ | Incorporated by reference to Form 6-K of Open Joint Stock Company Vimpel-Communications furnished to the Securities and Exchange Commission on May 9,
2001.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|§§ | Incorporated by reference to Form 6-K of Open Joint Stock Company Vimpel-Communications furnished to the Securities and Exchange Commission on June 14,
2001.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|§§§ | Incorporated by reference to exhibit (b)(4) to the Schedule TO-T/A filed by Lillian Acquisition, Inc. with the Securities and Exchange Commission on February 8,
2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|^ | Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Golden Telecom, Inc. with the Securities and Exchange Commission on
December 21, 2007
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|^^ | Filed herewith.
|-- | ---------------

|+ | English translation.
|- | --------------------



160



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##### Table of Contents

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized
the undersigned to sign this Annual Report on Form 20-F/A on its behalf.



OPEN JOINT STOCK COMPANY VIMPEL-COMMUNICATIONSBy:

/s/    Alexander Y. TorbakhovName:

Alexander Y. TorbakhovTitle:

General Director




By:

/s/    Boris NemsicName:

Boris NemsicTitle:

Chief Executive Officer


Date: March 18, 2010



161



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Consolidated Financial Statements

Years ended December 31, 2008, 2007 and 2006

Contents



|                                                                                           |  |    
|------------------------------------------------------------------------------------------ |  | ---
|Report of Independent Registered Public Accounting Firm                                    |  | F-2
|                                                                                           | 
|Consolidated Financial Statements                                                          |  |    
|                                                                                           | 
|Consolidated Balance Sheets                                                                |  | F-3
|Consolidated Statements of Income                                                          |  | F-4
|Consolidated Statements of Shareholders Equity and Accumulated Other Comprehensive
Income |  | F-6
|Consolidated Statements of Cash Flows                                                      |  | F-7
|Notes to Consolidated Financial Statements                                                 |  | F-9



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Open Joint Stock Company Vimpel-Communications

We have audited the accompanying consolidated balance sheets of Open
Joint Stock Company Vimpel-Communications (VimpelCom) as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders equity and accumulated other comprehensive income and
cash flows for each of the three years in the period ended December 31, 2008. These consolidated financial statements are the responsibility of VimpelComs management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of VimpelCom at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended
December 31, 2008, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2, the consolidated financial
statements have been retrospectively adjusted for the adoption of Financial Accounting Standards Board (FASB) Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, which became
effective for VimpelCom on January 1, 2009. As discussed in Note 2 to the consolidated financial statements, effective January 1, 2007, VimpelCom adopted FASB Interpretation No.48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109. As discussed in Note 23, the consolidated financial statements for 2008 have been restated to correct the application of EITF Topic D-98, Classification and Measurement of Redeemable Securities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), VimpelComs
internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated May 6, 2009, except for the effects of the material weakness described in the sixth paragraph of that report, as to which the date is March 5, 2010, expressed an adverse opinion thereon.

/s/ Ernst & Young LLC

Moscow, Russia

May 6, 2009, except for the adoption of SFAS No. 160 as described in Note 2, as to which the date is December 4, 2009, and Note 23, as
to which the date is March 5, 2010



F-2



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Consolidated Balance Sheets



|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                                                                                                           |  | December 31,                                      |           
|                                                                                                                                                                                                           |  | 2008(restated*)                                   |            |   | 2007 |  
|                                                                                                                                                                                                           |  | (In thousands of US dollars,except share amounts) |           
|Assets                                                                                                                                                                                                     |  |                                                   |            |   |      |   |            |  
|Current assets:                                                                                                                                                                                            |  |                                                   |            |   |      |   |            |  
|Cash and cash equivalents (Note 4)                                                                                                                                                                         |  | $                                                 | 914,683    |   |      | $ | 1,003,711  |  
|Trade accounts receivable, net of allowance for doubtful accounts (Note 16)                                                                                                                                |  |                                                   | 475,667    |   |      |   | 281,396    |  
|Inventory (Note 11)                                                                                                                                                                                        |  |                                                   | 142,649    |   |      |   | 58,838     |  
|Deferred income taxes (Note 15)                                                                                                                                                                            |  |                                                   | 82,788     |   |      |   | 98,407     |  
|Input value added tax                                                                                                                                                                                      |  |                                                   | 182,045    |   |      |   | 112,273    |  
|Due from related parties (Note 17)                                                                                                                                                                         |  |                                                   | 168,196    |   |      |   | 5,405      |  
|Other current assets (Note 12)                                                                                                                                                                             |  |                                                   | 440,479    |   |      |   | 166,887    |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|Total current assets                                                                                                                                                                                       |  |                                                   | 2,406,507  |   |      |   | 1,726,917  |  
|                                                                                                                                                                                                           |  |                                                  
|Property and equipment, net (Note 6)                                                                                                                                                                       |  |                                                   | 6,425,873  |   |      |   | 5,497,819  |  
|Telecommunications licenses, net (Note 7)                                                                                                                                                                  |  |                                                   | 764,783    |   |      |   | 915,211    |  
|Goodwill (Note 8)                                                                                                                                                                                          |  |                                                   | 3,476,942  |   |      |   | 1,039,816  |  
|Other intangible assets, net (Note 7)                                                                                                                                                                      |  |                                                   | 882,830    |   |      |   | 262,502    |  
|Software, net (Note 9)                                                                                                                                                                                     |  |                                                   | 549,166    |   |      |   | 622,815    |  
|Investments in associates (Note 10)                                                                                                                                                                        |  |                                                   | 493,550    |   |      |   | 5,908      |  
|Other assets (Note 12)                                                                                                                                                                                     |  |                                                   | 725,502    |   |      |   | 497,896    |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|Total assets                                                                                                                                                                                               |  | $                                                 | 15,725,153 |   |      | $ | 10,568,884 |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|                                                                                                                                                                                                           |  |                                                  
|Liabilities, redeemable noncontrolling interest and equity                                                                                                                                                 |  |                                                   |            |   |      |   |            |  
|Current liabilities:                                                                                                                                                                                       |  |                                                   |            |   |      |   |            |  
|Accounts payable                                                                                                                                                                                           |  | $                                                 | 896,112    |   |      | $ | 697,816    |  
|Due to employees                                                                                                                                                                                           |  |                                                   | 105,795    |   |      |   | 81,118     |  
|Due to related parties (Note 17)                                                                                                                                                                           |  |                                                   | 7,492      |   |      |   | 2,773      |  
|Accrued liabilities (Note 12)                                                                                                                                                                              |  |                                                   | 288,755    |   |      |   | 186,114    |  
|Taxes payable                                                                                                                                                                                              |  |                                                   | 152,189    |   |      |   | 81,757     |  
|Customer advances, net of VAT                                                                                                                                                                              |  |                                                   | 425,181    |   |      |   | 386,883    |  
|Customer deposits                                                                                                                                                                                          |  |                                                   | 29,557     |   |      |   | 36,728     |  
|Short-term debt (Note 13)                                                                                                                                                                                  |  |                                                   | 1,909,221  |   |      |   | 526,512    |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|Total current liabilities                                                                                                                                                                                  |  |                                                   | 3,814,302  |   |      |   | 1,999,701  |  
|                                                                                                                                                                                                           |  |                                                  
|Deferred income taxes (Note 15)                                                                                                                                                                            |  |                                                   | 644,475    |   |      |   | 576,276    |  
|                                                                                                                                                                                                           |  |                                                  
|Long-term debt (Note 13)                                                                                                                                                                                   |  |                                                   | 6,533,705  |   |      |   | 2,240,097  |  
|Other non-current liabilities (Note 12)                                                                                                                                                                    |  |                                                   | 122,825    |   |      |   | 52,614     |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|Total liabilities                                                                                                                                                                                          |  |                                                   | 11,115,307 |   |      |   | 4,868,688  |  
|                                                                                                                                                                                                           |  |                                                  
|Commitments, contingencies and uncertainties (Note 21)                                                                                                                                                     |  |                                                   |           |   |      |   |           |  
|                                                                                                                                                                                                           |  |                                                  
|Redeemable noncontrolling interest (Note 23)                                                                                                                                                               |  |                                                   | 469,604    |   |      |   |           |  
|                                                                                                                                                                                                           |  |                                                  
|Equity (Note 14):                                                                                                                                                                                          |  |                                                   |            |   |      |   |            |  
|Convertible voting preferred stock (.005 roubles nominal value per share), 10,000,000 shares authorized; 6,426,600 shares issued
and outstanding                                                           |  |                                                   |           |   |      |   |           |  
|Common stock (.005 roubles nominal value per share), 90,000,000 shares authorized; 51,281,022 shares issued (December 31, 2007:
51,281,022); 50,617,408 shares outstanding (December 31, 2007: 50,776,840) |  |                                                   | 92         |   |      |   | 92         |  
|Additional paid-in capital                                                                                                                                                                                 |  |                                                   | 1,165,187  |   |      |   | 1,413,403  |  
|Retained earnings                                                                                                                                                                                          |  |                                                   | 3,271,878  |   |      |   | 3,327,716  |  
|Accumulated other comprehensive income (loss)                                                                                                                                                              |  |                                                   | (90,020    | ) |      |   | 801,243    |  
|Treasury stock, at cost, 663,614 shares of common stock (December 31, 2007: 504,182)                                                                                                                       |  |                                                   | (239,649   | ) |      |   | (130,668   | )
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|Total VimpelCom shareholders equity                                                                                                                                                                       |  |                                                   | 4,107,488  |   |      |   | 5,411,786  |  
|                                                                                                                                                                                                           |  |                                                  
|Noncontrolling interest                                                                                                                                                                                    |  |                                                   | 32,754     |   |      |   | 288,410    |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|Total equity                                                                                                                                                                                               |  |                                                   | 4,140,242  |   |      |   | 5,700,196  |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  
|Total liabilities, redeemable noncontrolling interest and equity                                                                                                                                           |  | $                                                 | 15,725,153 |   |      | $ | 10,568,884 |  
|                                                                                                                                                                                                           |  |                                                   |            |   |      |   |            |  



|* | See Note 23
|- | -----------

The accompanying notes are an
integral part of these consolidated financial statements.



F-3



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Consolidated Statements of Income



|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|---------------------------------------------------------------------------------- |  | ------------------------------------------------------------ | ---------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                                   |  | Years ended December 31,                                     |           
|                                                                                   |  | 2008                                                         |            |   | 2007 |   |           | 2006 | 
|                                                                                   |  | (In thousands of US dollars, except per share (ADS) amounts) |           
|Operating revenues:                                                                |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Service revenues                                                                   |  | $                                                            | 9,999,850  |   |      | $ | 7,161,833 |      |  | $ | 4,847,661 |  
|Sales of equipment and accessories                                                 |  |                                                              | 107,946    |   |      |   | 6,519     |      |  |   | 19,265    |  
|Other revenues                                                                     |  |                                                              | 17,190     |   |      |   | 6,528     |      |  |   | 2,931     |  
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Total operating revenues                                                           |  |                                                              | 10,124,986 |   |      |   | 7,174,880 |      |  |   | 4,869,857 |  
|                                                                                   |  |                                                              |           
|Revenue based tax                                                                  |  |                                                              | (8,054     | ) |      |   | (3,782    | )    |  |   | (1,879    | )
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Net operating revenues                                                             |  |                                                              | 10,116,932 |   |      |   | 7,171,098 |      |  |   | 4,867,978 |  
|                                                                                   |  |                                                              |           
|Operating expenses:                                                                |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Service costs                                                                      |  |                                                              | 2,262,570  |   |      |   | 1,309,287 |      |  |   | 872,388   |  
|Cost of equipment and accessories                                                  |  |                                                              | 101,282    |   |      |   | 5,827     |      |  |   | 18,344    |  
|Selling, general and administrative expenses                                       |  |                                                              | 2,838,508  |   |      |   | 2,206,322 |      |  |   | 1,503,615 |  
|Depreciation                                                                       |  |                                                              | 1,520,184  |   |      |   | 1,171,834 |      |  |   | 874,618   |  
|Amortization                                                                       |  |                                                              | 360,980    |   |      |   | 218,719   |      |  |   | 179,846   |  
|Impairment loss (Note 8)                                                           |  |                                                              | 442,747    |   |      |   |          |      |  |   |          |  
|Provision for doubtful accounts                                                    |  |                                                              | 54,711     |   |      |   | 52,919    |      |  |   | 21,848    |  
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Total operating expenses                                                           |  |                                                              | 7,580,982  |   |      |   | 4,964,908 |      |  |   | 3,470,659 |  
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|                                                                                   |  |                                                              |           
|Operating income                                                                   |  |                                                              | 2,535,950  |   |      |   | 2,206,190 |      |  |   | 1,397,319 |  
|                                                                                   |  |                                                              |           
|Other income and expenses:                                                         |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Interest income                                                                    |  |                                                              | 71,618     |   |      |   | 33,021    |      |  |   | 15,471    |  
|Net foreign exchange (loss)/gain                                                   |  |                                                              | (1,142,276 | ) |      |   | 72,955    |      |  |   | 24,596    |  
|Interest expense                                                                   |  |                                                              | (495,634   | ) |      |   | (194,839  | )    |  |   | (186,404  | )
|Equity in net loss of associates                                                   |  |                                                              | (61,020    | ) |      |   | (211      | )    |  |   |          |  
|Other (expenses)/income, net                                                       |  |                                                              | (17,404    | ) |      |   | 3,240     |      |  |   | (38,844   | )
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Total other income and expenses                                                    |  |                                                              | (1,644,716 | ) |      |   | (85,834   | )    |  |   | (185,181  | )
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|                                                                                   |  |                                                              |           
|Income before income taxes and cumulative effect of change in accounting principle |  |                                                              | 891,234    |   |      |   | 2,120,356 |      |  |   | 1,212,138 |  
|                                                                                   |  |                                                              |           
|Income tax expense (Note 15)                                                       |  |                                                              | 303,934    |   |      |   | 593,928   |      |  |   | 390,663   |  
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|Incomebefore cumulative effect of change in accounting principle                   |  |                                                              | 587,300    |   |      |   | 1,526,428 |      |  |   | 821,475   |  
|                                                                                   |  |                                                              |           
|Cumulative effect of change in accounting principle (Note 2)                       |  |                                                              |           |   |      |   |          |      |  |   | (1,882    | )
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|                                                                                   |  |                                                              |           
|Net income                                                                         |  |                                                              | 587,300    |   |      |   | 1,526,428 |      |  |   | 819,593   |  
|                                                                                   |  |                                                              |           
|Net income attributable to the noncontrolling interest                             |  |                                                              | 62,966     |   |      |   | 63,722    |      |  |   | 8,104     |  
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  
|                                                                                   |  |                                                              |           
|Net income attributable to VimpelCom                                               |  | $                                                            | 524,334    |   |      | $ | 1,462,706 |      |  | $ | 811,489   |  
|                                                                                   |  |                                                              |            |   |      |   |           |      |  |   |           |  



F-4



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Consolidated Statements of Income (continued)



|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------- | ------ | ---- | - | ------ |  | - | ------
|                                                                                                                         |  | Years ended December 31,                                   
|                                                                                                                         |  | 2008                                                        |        | 2007 |   | 2006  
|                                                                                                                         |  | (In thousands of US dollars, exceptper share (ADS) amounts)
|Basic EPS:                                                                                                               |  |                                                             |        |      |   |        |  |   |       
|Income before cumulative effect of change in accounting principle attributable to VimpelCom (restated - Note
23)         |  | $                                                           | 10.32  |      | $ | 28.78  |  | $ | 15.98 
|Cumulative effect of changes in accounting principle attributable to VimpelCom                                           |  |                                                             |       |      |   |       |  |   | 0.04  
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|Net income attributable to VimpelCom per common share(restated - Note 23)                                                |  | $                                                           | 10.32  |      | $ | 28.78  |  | $ | 15.94 
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|                                                                                                                         |  |                                                             |       
|Weighted average common shares outstanding                                                                               |  |                                                             | 50,700 |      |   | 50,818 |  |   | 50,911
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|                                                                                                                         |  |                                                             |       
|Income before cumulative effect of change in accounting principle attributable to VimpelCom per ADS equivalent (Note 18) |  | $                                                           | 0.52   |      | $ | 1.44   |  | $ | 0.80  
|Cumulative effect of changes in accounting principle attributable to VimpelCom                                           |  |                                                             |       |      |   |       |  |   |      
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|Net income attributable to VimpelCom per ADS equivalent(Note 18)                                                         |  | $                                                           | 0.52   |      | $ | 1.44   |  | $ | 0.8   
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|                                                                                                                         |  |                                                             |       
|Diluted EPS:                                                                                                             |  |                                                             |        |      |   |        |  |   |       
|Income before cumulative effect of change in accounting principle attributable to VimpelCom (restated - Note
23)         |  | $                                                           | 10.32  |      | $ | 28.78  |  | $ | 15.97 
|Cumulative effect of changes in accounting principle attributable to VimpelCom                                           |  |                                                             |       |      |   |       |  |   | 0.04  
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|Net income attributable to VimpelCom per common share(restated - Note 23)                                                |  | $                                                           | 10.32  |      | $ | 28.78  |  | $ | 15.93 
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|                                                                                                                         |  |                                                             |       
|Weighted average diluted shares(Note 18)                                                                                 |  |                                                             | 50,703 |      |   | 50,818 |  |   | 50,947
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|                                                                                                                         |  |                                                             |       
|Income before cumulative effect of change in accounting principle attributable to VimpelCom per ADS equivalent(Note 18)  |  | $                                                           | 0.52   |      | $ | 1.44   |  | $ | 0.79  
|Cumulative effect of changes in accounting principle attributable to VimpelCom                                           |  |                                                             |       |      |   |       |  |   |      
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|Net income attributable to VimpelCom per ADS equivalent(Note 18)                                                         |  | $                                                           | 0.52   |      | $ | 1.44   |  | $ | 0.79  
|                                                                                                                         |  |                                                             |        |      |   |        |  |   |       
|                                                                                                                         |  |                                                             |       
|Dividends per share                                                                                                      |  | $                                                           | 11.46  |      | $ | 6.47   |  | $ |      
|Dividends per ADS equivalent (Note 14)                                                                                   |  | $                                                           | 0.57   |      | $ | 0.32   |  | $ |      

The accompanying
notes are an integral part of these consolidated financial statements.



F-5



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Consolidated Statements of Equity and

Accumulated Other Comprehensive Income

Years ended December 31, 2008, 2007
and 2006



|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|-------------------------------------------------------------------------------- |  | ------------------------------------------- |  | ------------------------ | -- |  | ---------------- | --------- | - | ------------------------------------------ | - | --------- | ------------- |  | - | ---------------------- | - |  | ----- | -------- | - |  | - | -------- | - |  | - | --------- | -
|                                                                                 |  | Common Stock                                |  | Additionalpaid-incapital |    |  | Retainedearnings |           |   | Accumulatedothercomprehensiveincome (loss) |   |           | Treasurystock |  |   | Noncontrollinginterest |   |  | Total |         
|                                                                                 |  | Shares                                      |  | Amount                   |    |  |                  |           |   |                                           
|                                                                                 |  | (In thousands of US dollars, except shares) | 
|Balances at December 31, 2005                                                    |  | 51,281,022                                  |  | $                        | 92 |  | $                | 1,370,654 |   |                                            | $ | 1,384,224 |               |  | $ | 6,536                  |   |  | $     | (20,957  | ) |  | $ | 188,626  |   |  | $ | 2,929,175 |  
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Sale of treasury stock  49,407 shares                                           |  |                                            |  |                          |   |  |                  | 11,868    |   |                                            |   |          |               |  |   |                       |   |  |       | 987      |   |  |   |          |   |  |   | 12,855    |  
|Purchase of treasury stock  200,000 shares (Note 14)                            |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   |                       |   |  |       | (38,535  | ) |  |   |          |   |  |   | (38,535   | )
|                                                                                 |  |                                             |  |                          |    |  |                  |          
|Acquisition of noncontrolling interests                                          |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   | 51,328   |   |  |   | 51,328    |  
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|                                                                                 |  |                                             |  |                          |    |  |                  |          
|Comprehensive income:                                                            |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Foreign currency translation adjustment                                          |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   | 110,852                |   |  |       |         |   |  |   | 9,801    |   |  |   | 120,653   |  
|Change in functional currency (Note 2)                                           |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   | 305,700                |   |  |       |         |   |  |   |          |   |  |   | 305,700   |  
|Net income                                                                       |  |                                            |  |                          |   |  |                  |          |   |                                            |   | 811,489   |               |  |   |                       |   |  |       |         |   |  |   | 8,104    |   |  |   | 819,593   |  
|Total accumulated comprehensive income                                           |  |                                            |  |                          |   |  |                  |          |   |                                            |   | 811,489   |               |  |   | 416,552                |   |  |       |         |   |  |   | 17,905   |   |  |   | 1,245,946 |  
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Balances at December 31, 2006                                                    |  | 51,281,022                                  |  |                          | 92 |  |                  | 1,382,522 |   |                                            |   | 2,195,713 |               |  |   | 423,088                |   |  |       | (58,505  | ) |  |   | 257,859  |   |  |   | 4,200,769 |  
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Sale of treasury stock  100,113 shares                                          |  |                                            |  |                          |   |  |                  | 30,881    |   |                                            |   |          |               |  |   |                       |   |  |       | 8,906    |   |  |   |          |   |  |   | 39,787    |  
|Purchase of treasury stock  200,000 shares (Note 14)                            |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   |                       |   |  |       | (81,069  | ) |  |   |          |   |  |   | (81,069   | )
|Dividends declared                                                               |  |                                            |  |                          |   |  |                  |          |   |                                            |   | (326,595  | )             |  |   |                       |   |  |       |         |   |  |   |          |   |  |   | (326,595  | )
|Adoption of FIN 48 (Note 15)                                                     |  |                                            |  |                          |   |  |                  |          |   |                                            |   | (4,108    | )             |  |   |                       |   |  |       |         |   |  |   | (4,092   | ) |  |   | (8,200    | )
|Acquisition of noncontrolling interests                                          |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   | (41,465  | ) |  |   | (41,465   | )
|Comprehensive income:                                                            |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Foreign currency translation adjustment                                          |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   | 378,155                |   |  |       |         |   |  |   | 12,386   |   |  |   | 390,541   |  
|Net income                                                                       |  |                                            |  |                          |   |  |                  |          |   |                                            |   | 1,462,706 |               |  |   |                       |   |  |       |         |   |  |   | 63,722   |   |  |   | 1,526,428 |  
|Total accumulated comprehensive income                                           |  |                                            |  |                          |   |  |                  |          |   |                                            |   | 1,462,706 |               |  |   | 378,155                |   |  |       |         |   |  |   | 76,108   |   |  |   | 1,916,969 |  
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Balances at December 31, 2007                                                    |  | 51,281,022                                  |  |                          | 92 |  |                  | 1,413,403 |   |                                            |   | 3,327,716 |               |  |   | 801,243                |   |  |       | (130,668 | ) |  |   | 288,410  |   |  |   | 5,700,196 |  
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Sale of treasury stock  40,568 shares                                           |  |                                            |  |                          |   |  |                  | 19,993    |   |                                            |   |          |               |  |   |                       |   |  |       | 5,495    |   |  |   |         |   |  |   | 25,488    |  
|Purchase of treasury stock  200,000 shares (Note 14)                            |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   |                       |   |  |       | (114,476 | ) |  |   |         |   |  |   | (114,476  | )
|Adoption of equity method of stock option plan accounting                        |  |                                            |  |                          |   |  |                  | 12,030    |   |                                            |   |          |               |  |   |                       |   |  |       |         |   |  |   |         |   |  |   | 12,030    |  
|Dividends declared                                                               |  |                                            |  |                          |   |  |                  |          |   |                                            |   | (580,172  | )             |  |   |                       |   |  |       |         |   |  |   |         |   |  |   | (580,172  | )
|Acquisition of noncontrolling interests                                          |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   |                       |   |  |       |          |   |  |   | (106,722 | ) |  |   | (106,722  | )
|Reclassification and measurement of redeemable noncontrolling interest (Note 23) |  |                                            |  |                          |   |  |                  | (280,239  | ) |                                            |   |          |               |  |   | (1,079                 | ) |  |       |         |   |  |   | (188,286 | ) |  |   | (469,604  | )
|                                                                                 |  |                                             |  |                          |    |  |                  |          
|Comprehensive income:                                                            |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Foreign currency translation adjustment                                          |  |                                            |  |                          |   |  |                  |          |   |                                            |   |          |               |  |   | (890,184               | ) |  |       |         |   |  |   | (23,614  | ) |  |   | (913,798  | )
|Net income                                                                       |  |                                            |  |                          |   |  |                  |          |   |                                            |   | 524,334   |               |  |   |                       |   |  |       |         |   |  |   | 62,966   |   |  |   | 587,300   |  
|Total accumulated comprehensive income (loss)                                    |  |                                            |  |                          |   |  |                  |          |   |                                            |   | 524,334   |               |  |   | (890,184               | ) |  |       |         |   |  |   | 39,352   |   |  |   | (326,498  | )
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  
|Balances at December 31, 2008(restated-Note23)                                   |  | 51,281,022                                  |  | $                        | 92 |  | $                | 1,165,187 |   |                                            | $ | 3,271,878 |               |  | $ | (90,020                | ) |  | $     | (239,649 | ) |  | $ | 32,754   |   |  | $ | 4,140,242 |  
|                                                                                 |  |                                             |  |                          |    |  |                  |           |   |                                            |   |           |               |  |   |                        |   |  |       |          |   |  |   |          |   |  |   |           |  

The accompanying notes are an integral part of these consolidated financial statements



F-6



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Consolidated Statements of Cash Flows



|                                                                                  |  |                              |            |   |      |   |            |      |  |   |            |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                  |  | Years ended December 31,     |           
|                                                                                  |  | 2008                         |            |   | 2007 |   |            | 2006 | 
|                                                                                  |  | (In thousands of US dollars) |           
|                                                                                  |  |                              |           
|Operating activities                                                              |  |                              |            |   |      |   |            |      |  |   |            |  
|Net income                                                                        |  | $                            | 587,300    |   |      | $ | 1,526,428  |      |  | $ | 819,593    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |            |   |      |   |            |      |  |   |            |  
|Depreciation                                                                      |  |                              | 1,520,184  |   |      |   | 1,171,834  |      |  |   | 874,618    |  
|Amortization                                                                      |  |                              | 360,980    |   |      |   | 218,719    |      |  |   | 179,846    |  
|Impairment loss                                                                   |  |                              | 442,747    |   |      |   |           |      |  |   |           |  
|Loss from associates                                                              |  |                              | 61,020     |   |      |   |           |      |  |   |           |  
|Provision for deferred taxes (Note 15)                                            |  |                              | (92,654    | ) |      |   | 32,858     |      |  |   | 60,143     |  
|Loss (gain) on foreign currency translation                                       |  |                              | 1,142,276  |   |      |   | (72,955    | )    |  |   | (24,596    | )
|Provision for doubtful accounts                                                   |  |                              | 54,711     |   |      |   | 52,919     |      |  |   | 21,848     |  
|Stock-based compensation (gain)/expense                                           |  |                              | (121,890   | ) |      |   | 171,242    |      |  |   | 44,317     |  
|Other adjustments                                                                 |  |                              | (5,078     | ) |      |   |           |      |  |   | 937        |  
|Changes in operating assets and liabilities:                                      |  |                              |            |   |      |   |            |      |  |   |            |  
|Trade accounts receivable                                                         |  |                              | (240,629   | ) |      |   | (333       | )    |  |   | (148,321   | )
|Inventory                                                                         |  |                              | (90,221    | ) |      |   | (3,021     | )    |  |   | 15,432     |  
|Input value added tax                                                             |  |                              | (103,941   | ) |      |   | 45,383     |      |  |   | 67,337     |  
|Other current assets                                                              |  |                              | (415,735   | ) |      |   | (351       | )    |  |   | (103,377   | )
|Accounts payable                                                                  |  |                              | 281,725    |   |      |   | (157,901   | )    |  |   | 211,735    |  
|Customer advances and deposits                                                    |  |                              | 75,098     |   |      |   | 85,135     |      |  |   | (21,236    | )
|Taxes payable and accrued liabilities                                             |  |                              | (34,035    | ) |      |   | (32,267    | )    |  |   | (27,008    | )
|                                                                                  |  |                              |            |   |      |   |            |      |  |   |            |  
|Net cash provided by operating activities                                         |  |                              | 3,421,858  |   |      |   | 3,037,690  |      |  |   | 1,971,268  |  
|                                                                                  |  |                              |           
|Investing activities                                                              |  |                              |            |   |      |   |            |      |  |   |            |  
|Purchases of property and equipment                                               |  |                              | (2,002,452 | ) |      |   | (1,238,305 | )    |  |   | (1,265,549 | )
|Purchases of intangible assets                                                    |  |                              | (75,012    | ) |      |   | (73,814    | )    |  |   | (31,408    | )
|Purchases of software                                                             |  |                              | (313,652   | ) |      |   | (293,956   | )    |  |   | (249,729   | )
|Acquisition of subsidiaries, net of cash acquired                                 |  |                              | (4,134,609 | ) |      |   | (301,355   | )    |  |   | (679,765   | )
|Investments in associates                                                         |  |                              | (491,265   | ) |      |   |           |      |  |   |           |  
|Exercise of escrow cash deposit                                                   |  |                              | 200,170    |   |      |   | (200,170   | )    |  |   |           |  
|Loan granted                                                                      |  |                              | (350,000   | ) |      |   |           |      |  |   |           |  
|Short-term deposits                                                               |  |                              | 43,179     |   |      |   | (42,356    | )    |  |   |           |  
|Purchases of other assets, net                                                    |  |                              | (53,575    | ) |      |   | (84,596    | )    |  |   | (60,540    | )
|                                                                                  |  |                              |            |   |      |   |            |      |  |   |            |  
|Net cash used in investing activities                                             |  |                              | (7,177,216 | ) |      |   | (2,234,552 | )    |  |   | (2,286,991 | )
|                                                                                  |  |                              |           
|Financing activities                                                              |  |                              |            |   |      |   |            |      |  |   |            |  
|Proceeds from bank and other loans                                                |  |                              | 6,209,392  |   |      |   | 666,348    |      |  |   | 925,183    |  
|Proceeds from sale of treasury stock                                              |  |                              | 25,488     |   |      |   | 39,787     |      |  |   | 12,855     |  
|Repayments of bank and other loans                                                |  |                              | (721,222   | ) |      |   | (365,657   | )    |  |   | (374,789   | )
|Payments of fees in respect of debt issues                                        |  |                              | (68,159    | ) |      |   | (14,380    | )    |  |   | (48,175    | )
|Repayment of equipment financing obligations                                      |  |                              |           |   |      |   | (106,888   | )    |  |   | (72,874    | )
|Payment of dividends                                                              |  |                              | (587,302   | ) |      |   | (331,885   | )    |  |   |           |  
|Purchase of treasury stock                                                        |  |                              | (114,476   | ) |      |   | (81,069    | )    |  |   | (38,535    | )
|Purchase of minority interest in consolidated subsidiaries                        |  |                              | (992,825   | ) |      |   |           |      |  |   |           |  
|                                                                                  |  |                              |            |   |      |   |            |      |  |   |            |  
|Net cash provided by/(used in) financing activities                               |  |                              | 3,750,896  |   |      |   | (193,744   | )    |  |   | 292,882    |  
|                                                                                  |  |                              |           
|Effect of exchange rate changes on cash and cash equivalents                      |  |                              | (84,566    | ) |      |   | 49,823     |      |  |   | 3,689      |  
|                                                                                  |  |                              |            |   |      |   |            |      |  |   |            |  
|Net (decrease)/increase in cash and cash equivalents                              |  |                              | (89,028    | ) |      |   | 659,217    |      |  |   | (19,152    | )
|Cash and cash equivalents at beginning of year                                    |  |                              | 1,003,711  |   |      |   | 344,494    |      |  |   | 363,646    |  
|                                                                                  |  |                              |            |   |      |   |            |      |  |   |            |  
|Cash and cash equivalents at end of year                                          |  | $                            | 914,683    |   |      | $ | 1,003,711  |      |  | $ | 344,494    |  
|                                                                                  |  |                              |            |   |      |   |            |      |  |   |            |  



F-7



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Consolidated Statements of Cash Flows (continued)



|                                                                             |  |                              |            |   |      |   |          |      |  |   |          |  
|---------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                             |  | Years ended December 31,     |           
|                                                                             |  | 2008                         |            |   | 2007 |   |          | 2006 | 
|                                                                             |  | (In thousands of US dollars) |           
|Supplemental cash flow information                                           |  |                              |            |   |      |   |          |      |  |   |          |  
|Cash paid during the period:                                                 |  |                              |            |   |      |   |          |      |  |   |          |  
|Income tax                                                                   |  | $                            | 647,597    |   |      | $ | 601,939  |      |  | $ | 354,566  |  
|Interest                                                                     |  |                              | 406,020    |   |      |   | 201,259  |      |  |   | 188,991  |  
|                                                                             |  |                              |           
|Non-cash activities:                                                         |  |                              |            |   |      |   |          |      |  |   |          |  
|Equipment acquired under financing agreements                                |  |                              | 2,726      |   |      |   | 48,514   |      |  |   | 23,458   |  
|Accounts payable for equipment and other long-lived assets                   |  |                              | 448,218    |   |      |   | 417,478  |      |  |   | 249,020  |  
|Offset of 2009 Tendered Notes                                                |  |                              |           |   |      |   |         |      |  |   | 232,766  |  
|Noncash discounts from suppliers of equipment                               |  |                              | 2,464      |   |      |   | (5,441   | )    |  |   | 14,542   |  
|Issue of promissory notes                                                    |  |                              | 81,660     |   |      |   |         |      |  |   |         |  
|                                                                             |  |                              |           
|Acquisitions(Note 3):                                                        |  |                              |            |   |      |   |          |      |  |   |          |  
|Fair value of assets acquired                                                |  |                              | 2,645,655  |   |      |   | 84,125   |      |  |   | 671,997  |  
|Fair value of minority interest acquired                                     |  |                              | 206,129    |   |      |   | 41,636   |      |  |   |         |  
|Difference between the amount paid and the fair value of net assets acquired |  |                              | 3,517,062  |   |      |   | 182,034  |      |  |   | 268,315  |  
|Consideration for the acquisition of subsidiaries                            |  |                              | (5,348,180 | ) |      |   | (291,928 | )    |  |   | (735,500 | )
|                                                                             |  |                              |            |   |      |   |          |      |  |   |          |  
|Change in fair value of liabilities assumed                                  |  | $                            | 1,020,666  |   |      | $ | 15,867   |      |  | $ | 204,812  |  
|                                                                             |  |                              |            |   |      |   |          |      |  |   |          |  

The accompanying notes are an integral part of these consolidated financial statements.



F-8



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements

December 31, 2008, 2007 and 2006

(Amounts presented are in thousands of
US dollars unless otherwise indicated

and except per share (ADS) amounts)



|1. | Description of Business
|-- | -----------------------

Open Joint Stock
Company Vimpel-Communications (VimpelCom or the Company) was registered in the Russian Federation on September 15, 1992 as a closed joint stock company, re-registered as an open joint stock
company on July 28, 1993 and began full-scale commercial operations in June 1994. On November 20, 1996, VimpelCom completed an initial public offering of its common stock on the New York Stock Exchange (NYSE) through the
issuance of American Depositary Shares (ADS). Each ADS currently represents one-twentieth of one share of VimpelComs common stock (Note 14).

As of December 31, 2008, 27.3% of VimpelComs shares of outstanding common stock were owned by the holders of the ADSs; 33.6% by Telenor East Invest AS (Telenor), 3.7% of
which were represented by ADSs, according to Telenors public filings; 37.0% by Eco Telecom Limited (Eco Telecom), according to Eco Telecoms public filings; and 2.1% by others. As of December 31, 2008, 24.3% of
VimpelComs shares of voting stock were owned by the holders of VimpelComs ADSs; 29.9% by Telenor, 3.3% of which were represented by ADSs, according to Telenors public filings; 44.0% by Eco Telecom, according to Eco Telecoms
public filings; and 1.8% by others.

VimpelCom earns revenues by providing voice, data and other telecommunication services through a range of
wireless, fixed and broadband internet services, as well as selling equipment and accessories. The Company operates telecommunications services in Russia, Kazakhstan, Ukraine, Armenia, Tajikistan, Uzbekistan and Georgia primarily under the
Beeline brand name. VimpelCom also has investments in companies in Vietnam and Cambodia, however the operations have not been started there as of December 31, 2008.



|2. | Basis of Presentation and Significant Accounting Policies
|-- | ---------------------------------------------------------

Basis of Presentation

VimpelCom maintains its records and prepares its financial
statements in accordance with Russian accounting and tax legislation and accounting principles generally accepted in the United States of America (US GAAP). VimpelComs foreign subsidiaries maintain their accounting records
in accordance with local accounting and tax legislation and US GAAP. The accompanying consolidated financial statements differ from the financial statements issued by the individual companies for statutory purposes. The principal differences relate
to: (1) revenue recognition; (2) recognition of interest expense and other operating expenses; (3) valuation and depreciation of property and equipment; (4) foreign currency translation; (5) deferred income taxes;
(6) capitalization and amortization of telephone line capacity; (7) valuation allowances for unrecoverable assets; (8) business combinations, (9) consolidation and accounting for subsidiaries, and (10) stock based
compensation.

The accompanying financial statements have been presented in US dollars. Amounts are presented in thousands, except for share
and per share (ADS) amounts or unless otherwise indicated.



F-9



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Principles of Consolidation

The consolidated financial statements have been prepared in accordance with US GAAP and include VimpelCom and all companies in which VimpelCom directly or indirectly exercises control, which
generally means that VimpelCom owns more than 50% of the voting rights in the company. Consolidation is also required when the Company is subject to a majority of the risk of loss or is entitled to receive a majority of the residual returns or both
from a variable interest entitys activities.

All intercompany accounts and transactions within the Company have been eliminated from
the consolidated financial statements.

Investments in Associates

Investments in associated companies in which the Company exercises significant influence over the operations and financial policies, but does not control, are reported according to the equity method of
accounting. Generally, the Company owns between 20 and 50 percent of such investments.

Business Combinations

VimpelCom accounts for its business acquisitions under the purchase method of accounting. The total cost of an acquisition is allocated to the underlying
assets, including intangible assets, and liabilities assumed based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires managements judgment and often involves the use of
significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, license and other asset lives and market multiples, among other items. The results of operations of acquired companies are
included in the Consolidated Financial Statements from the date of acquisition.

Foreign Currency Translation

Until June 30, 2006 the functional currency of the substantial majority of VimpelComs operations was the US dollar because the majority of
revenues, costs, property and equipment purchased, debt and trade liabilities were either priced, incurred, payable or otherwise measured in US dollars.

During the second quarter of 2006 VimpelCom announced the introduction of a fixed exchange rate for customers payments which are denominated in US Dollars or unit equivalents. The exchange rate was
fixed at 28.7 Russian roubles to 1 unit. The change to a fixed exchange rate was effective for prepaid customers from June 1, 2006 and for other customers from July 1, 2006. VimpelCom retained the right to amend the fixed exchange rate at
its discretion. While this change was partially implemented during the second quarter of 2006, the primary economic impact from this policy change was realized in the third quarter of 2006. Accordingly, VimpelCom changed its functional currency from
US Dollars to Russian roubles beginning July 1, 2006. Pursuant to the provisions of US Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation, previously issued financial
statements should not be restated, and the change in functional currency should be reported prospectively. The impact of the change in functional currency on the financial statements was an increase in the opening translated carrying values of the
following non-monetary assets and liabilities as of July 1, 2006:



|                                                                |  |         |  
|--------------------------------------------------------------- |  | ------- | -
|Property and equipment, net                                     |  | 242,169 |  
|Software, net                                                   |  | 30,350  |  
|Telecommunications licenses and allocations of frequencies, net |  | 21,206  |  
|Goodwill                                                        |  | 11,856  |  
|Other non-current assets                                        |  | 4,862   |  
|Other                                                           |  | 7,786   |  
|Deferred taxes                                                  |  | (12,529 | )
|                                                                |  |         |  
|Total                                                           |  | 305,700 |  
|                                                                |  |         |  



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Foreign Currency Translation (continued)



This increase in the opening carrying amount of non-monetary assets and liabilities has been reflected
in shareholders equity as part of accumulated other comprehensive income.

VimpelCom has retained the US dollar as its reporting
currency. Therefore, the accompanying financial statements, after the change of the functional currency date, were translated into the reporting currency in accordance with SFAS No. 52 using the current rate method. Domestic and certain foreign
subsidiaries of VimpelCom have their local currencies as their functional currency, and use the current rate method for translating their financial statements to US dollars.

Under SFAS No. 52 the current rate method assumes that assets and liabilities measured in the functional currency are translated into US dollars at exchange rates prevailing on the balance sheet
date; whereas revenues, expenses, gains and losses are translated into US dollars at historical exchange rates prevailing on the transaction dates. VimpelCom translates income statement amounts using the average exchange rates for the period.
Translation adjustments resulting from the process of translating financial statements into US dollars are reported in accumulated other comprehensive income, a separate component of shareholders equity.

Within the countries that VimpelCom operates, official exchange rates are determined daily by the respective countries central bank. Market rates may
differ from the official rates but the differences are, generally, within narrow parameters monitored by the respective countries central bank.

Local currencies of certain of VimpelComs foreign subsidiaries are not fully convertible currencies outside the territories of countries of their operations. The translation of rouble-, tenge-, hryvnia-, somoni-, sum-, dram- and
lari-denominated assets and liabilities into US dollars for the purposes of these financial statements does not indicate that VimpelCom could realize or settle the reported values of these assets and liabilities in US dollars. Likewise, it does not
indicate that VimpelCom could return or distribute the reported US dollar value of capital to its shareholders.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Foreign Currency Translation (continued)



Due to the global credit crisis, the local currencies of countries of Companys operations
significantly devaluated against US dollar. According to the provisions of SFAS No. 52, VimpelCom financial statements shall not be adjusted for a rate change that occurs after the date of the financial statements. The rate change and its
effect on significant unsettled balances, mainly consisted of total debt of the Company, pertaining to foreign currency transaction, are presented below in the table:



|          |  |                  |  |                                                                     |   |  |                                          |   |  |        
|--------- |  | ---------------- |  | ------------------------------------------------------------------- | - |  | ---------------------------------------- | - |  | -------
|          |  |                  |  | Exchange rate change as of May 6,2009 compared to December 31, 2008 |   |  | Effect of ratechange onunsettledbalances
|          |  |                  |  | USD                                                                 |   |  | EUR                                      |   |  |        
|VimpelCom |  | Russian Roubles  |  | 11.7                                                                | % |  | 5.8                                      | % |  | 666,773
|KaR-Tel   |  | Kazakhstan Tenge |  | 24.7                                                                | % |  | 17.9                                     | % |  | 48,461 
|Armentel  |  | Armenian Dram    |  | 21.5                                                                | % |  | 14.1                                     | % |  | 4,124  

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. Accounting polices such as valuation of stock based compensation, business combinations, assessing tangible and
intangible asset impairments, and revenue recognition include estimates and assumptions that may have a material impact on the financial statements.

Cash and Cash Equivalents

VimpelCom considers all highly liquid investments with an original maturity of 90 days or less at
the time of purchase to be cash equivalents. Cash equivalents are carried at cost which approximates fair value. Escrow cash is primarily related to cash held in escrow at a financial institution for the collateralization of certain payment
obligations that the Company has agreed to assume in the future.

Trade Accounts Receivable and Doubtful Accounts

Accounts receivable are shown at their net realizable value which approximates their fair value. VimpelCom reviews the valuation of accounts receivable on a
monthly basis. The allowance for doubtful accounts is estimated based on historical data and other relevant factors, such as a change in tariff plans from pre-paid to post-paid.

Inventory

Inventory consists of telephone handsets and accessories for sale, SIM and
scratch cards, equipment for sale and others, and is stated at the lower of cost or market. Cost is computed using either the average cost method or a specific identification method.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Input Value Added Tax

Value Added Tax (VAT) related to revenues is payable to the tax authorities on an accrual basis based upon invoices issued to customers or cash received. VAT incurred on purchases may
be offset, subject to certain restrictions, against VAT related to revenues, or can be reclaimed in cash from the tax authorities under certain circumstances. VAT related to purchase transactions, which will be offset against VAT related to revenues
within the following year, is recognized on the balance sheets on a gross basis. As of December 31, 2008, the VAT rate in Russia and Georgia was 18%, in Kazakhstan it was 13%, and in Ukraine, Tajikistan, Uzbekistan, and Armenia it was 20%.

Short Term Investments

Short-term investments represent investments in time deposits, which have original maturities in excess of three months but less than twelve months. These investments are accounted for at cost.

Property and Equipment

Property and
equipment is stated at historical cost. The Company depreciates property and equipment assets using the straight-line method, depreciation expense is recognized ratably over the estimated useful life of the asset.

The following categories with the associated useful lives are used:



|                                                       |  |            
|------------------------------------------------------ |  | -----------
|Mobile telecommunications equipment                    |  | 7 - 9 years
|Fixed line telecommunication equipment                 |  | 3 -12 years
|Fiber-optic equipment                                  |  | 9 -10 years
|Buildings and constructions                            |  | 20 years   
|Electronic exchange devices                            |  | 7 years    
|Office and measuring equipment, vehicles and furniture |  | 5 -10 years

Equipment acquired under
capital leases is depreciated using the straight-line method over its estimated useful life or the lease term, whichever is shorter. Capitalized leasehold improvement expenses for base station positions is depreciated using the straight-line method
over the estimated useful life of seven years or the lease term, whichever is shorter.

Repair and maintenance costs are expensed as incurred.
Interest costs are capitalized with respect to qualifying construction projects, the capitalization period begins when qualifying expenditures are made, development activities are underway and interest cost is being incurred.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Telecommunication Licenses, Goodwill and Other Intangible Assets

Intangible assets consist primarily of telecommunication licenses, customer relationships, telephone line capacity, goodwill and other intangible assets.
VimpelCom capitalizes payments made to third party suppliers to acquire access to and for use of telephone lines (telephone line capacity). These payments are accounted for as intangible assets and are amortized on a straight-line basis over ten
years. Telecommunication licenses are amortized on a straight-line basis within the estimated useful lives determined based on the management estimation of future economic benefits from these licenses. Customer relationships are amortized using
pattern of consumption of economic benefit associated with them. Other intangible assets are amortized on a straight-line basis over their estimated useful lives, generally from four to ten years.

Goodwill represents the excess of consideration paid over the fair value of net assets acquired in purchase business combinations and is not amortized.
VimpelCom has acquired identifiable intangible assets through its acquisition of interests in various enterprises. The cost of acquired entities at the date of acquisition is allocated to identifiable assets and the excess of the total purchase
price over the amount assigned to identifiable assets is recorded as goodwill.

In accordance with SFAS No. 142, Goodwill and Other
Intangible Assets, VimpelCom continues to evaluate the amortization period for intangible assets with finite lives to determine whether events or circumstances warrant revised amortization periods. In accordance with SFAS No. 142, VimpelCom
tests goodwill for impairment on an annual basis. Additionally, goodwill is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of an entity below its carrying
value. These events or circumstances would include, but are not limited to, a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or
other factors.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Telecommunication Licenses, Goodwill and Other Intangible Assets (continued)



Goodwill impairment is determined using a two-step process. The first step involves a comparison of the
estimated fair value of each of the Companys eight reporting units to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a combination of a discounted cash
flow (DCF) analysis and a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future
cash flows, as well as relevant comparable company earnings multiples for the market-based approach. The cash flows employed in the DCF analyses are based on the Companys most recent budget and, for years beyond the budget, the Companys
estimates, which are based on assumed growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. In addition, the market-based approach utilizes
comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is
not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the
goodwill impairment test compares the implied fair value of the reporting units goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the
amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting
unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment is
recognized in an amount equal to that excess.

Software

Under the provision of Statement of Position No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, VimpelCom capitalizes costs associated with
software developed or obtained for internal use when both the preliminary project stage is completed and VimpelCom management has authorized further funding of the project which it deems probable will be completed and used to perform the function
intended. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose.

Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. Capitalized software development costs are amortized using the
straight-line method over the expected life of the asset. Research and development costs in 2008, 2007 and 2006 were US$857, US$382 and US$3,046, respectively.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Long-Lived Assets

VimpelCom accounts for impairment of long-lived assets, except for goodwill, in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
SFAS No. 144 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of the asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Impairment indicators that do not
result in the actual impairment of the asset may, however, result in modification of the useful economic life to a shorter period.

Accounting for Assets Retirement Obligations

VimpelCom has certain legal obligations related to rented sites for base
stations, which fall within the scope of SFAS 143 Accounting for Asset Retirement Obligations. These legal obligations include obligations to remediate leased land on which base stations are located.

The following table summarises the movement in asset retirement obligations for the periods ended December 31, 2008 and December 31, 2007:



|                                                                      |  |      |        |   |      |   |       
|--------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------
|                                                                      |  | 2008 |        |   | 2007
|Asset retirement obligations at the beginning of the reporting period |  | $    | 21,095 |   |      | $ | 16,774
|Liabilities incurred in the current period                            |  |      | 6,009  |   |      |   | 2,887 
|Accretion expense                                                     |  |      | 1,948  |   |      |   | 363   
|Increase as a result of changes in estimates                          |  |      | 5,892  |   |      |   |      
|Foreign currency translation adjustment                               |  |      | (5,227 | ) |      |   | 1,071 
|                                                                      |  |      |        |   |      |   |       
|Asset retirement obligations at the end of the reporting period       |  | $    | 29,717 |   |      | $ | 21,095
|                                                                      |  |      |        |   |      |   |       

The accretion expense was included in depreciation in the accompanying
consolidated statement of income.

Fair Value of Financial Instruments

The fair market value of financial instruments, including cash and cash equivalents, derivative financial instruments, which are included in current assets and liabilities, accounts receivable and
accounts payable approximates the carrying value of these items due to the short term nature of these amounts.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Fair Value of Financial Instruments (continued)



As of December 31, 2008, the fair value of variable rate debt approximates its carrying value. The
fair value of fixed rate long term bank loans (based on future cash flows discounted at current market rates) was as follows at December 31:



|                      |  |               |           |            |   |               |  |            |           |  |   |          
|--------------------- |  | ------------- | --------- | ---------- | - | ------------- |  | ---------- | --------- |  | - | ---------
|                      |  | 2008          |           | 2007      
|                      |  | Carryingvalue |           | Fair value |   | Carryingvalue |  | Fair value
|Eurobonds             |  | $             | 2,000,000 |            | $ | 1,262,770     |  | $          |          |  | $ |         
|UBS (Luxemburg) S. A. |  |               | 1,417,234 |            |   | 1,079,265     |  |            | 1,417,234 |  |   | 1,452,926
|Sberbank              |  |               | 829,230   |            |   | 836,340       |  |            | 309,337   |  |   | 309,880  
|Ruble Bonds           |  |               | 340,363   |            |   | 320,337       |  |            |          |  |   |         

The fair value of
bank financing and equipment financing contracts not included in the table above approximates carrying value (Note 13).

Derivative Instruments and Hedging Activities

SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, requires companies to recognize all of their derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on
whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. The Company has not designated any of its derivative contracts as hedges, therefore all hedging instruments have been
recorded at fair value and changes in these fair values reflected in the accompanying statements of income.

Revenue Recognition

VimpelCom earns service revenues for usage of its cellular system, which includes airtime charges from contract and prepaid subscribers,
monthly contract fees, roaming charges and charges for value added services (VAS). Interconnect revenue is generated when the Company receives traffic from the mobile or fixed subscribers of other operators and that traffic
terminates on the VimpelCom network. Roaming revenues include revenues from VimpelCom customers who roam outside their selected home coverage area and revenues from other wireless carriers for roaming by their customers on VimpelComs network.
VAS includes short messages (SMS), multimedia messages (MMS), caller number identification, voice mail, call waiting and data transmission, mobile Internet, music downloads and other services. The cost of
content revenue relating to VAS is presented net of related costs when the Company acts as an agent of the content providers. VimpelCom charges subscribers a fixed monthly fee for the use of the service, which is recognized as revenue in the
respective month.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Revenue Recognition (continued)



Service revenue is generally recognized when the services (including VAS and roaming revenue) are
rendered. Prepaid cards, used as a method of cash collection, are accounted for as customer advances for future services. Prepaid cards do not have expiration dates but are subject to statutory expiration periods, and unused balances are added to
service revenue when cards expire. Also VimpelCom uses E-commerce systems, retail offices and agent locations as channels for receiving customer payments. Revenues from equipment sales, such as handsets, are recognized in the period in which the
equipment is sold.

Revenue from Internet services is measured primarily by the time spent by subscribers online using Internet services.
Revenue from service contracts is accounted for when the services are provided. Payments from customers for equipment are not recognized as revenue until installation and testing are completed and accepted by the customer. Domestic Long
Distance/International Long Distance (DLD/ILD) and zonal revenues are recorded gross or net depending on the contractual arrangements with the end-users. The Company recognizes DLD/ILD and zonal revenues from local operators net
of payments to these operators for interconnection and agency fees when local operators establish end-user tariffs and assume credit risk. Revenues are stated net of value-added tax and sales tax charged to customers.

In accordance with the provisions of the Security Exchange Commission (SEC) Staff Accounting Bulletin (SAB)
No. 104, Revenue Recognition in Financial Statements, VimpelCom defers upfront telecommunications connection fees. The deferral of revenue is recognized over the estimated average subscriber life, which is generally 32 months for mobile
subscribers and from 5 to 29 years for fixed line subscribers. We also defer direct incremental costs related to connection fees for fixed line subscribers, in the amount not exceeding the revenue deferred.

Advertising

VimpelCom expenses the cost of
advertising as incurred. Advertising expense for the years ended December 31, 2008, 2007 and 2006 was US$345,888, US$276,837 and US$215,103 respectively.

Rent

VimpelCom leases office space and the land and premises where telecommunications
equipment is installed. There were no non-cancelable operating leases for the periods in excess of one year during either 2008 or 2007. Operating lease agreements for premises where telecommunications equipment is installed typically contain
automatic year-by-year renewal provisions which stipulate renewal to the extent that neither party indicates otherwise, our experience to date indicates that renewal rates are in excess of 99%. Rental agreements do not include contingent or
escalation clauses based on operations.

Rent expense under all operating leases and rental contracts in 2008, 2007 and 2006 was US$370,533,
US$240,968 and US$156,451, respectively.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Government Pension Fund

VimpelCom contributes to the state pension funds in the Russian Federation, Kazakhstan, Ukraine, Tajikistan, Uzbekistan, Georgia, and Armenia on behalf of its employees, contributions are expensed as
incurred. Total contributions for the years ended December 31, 2008, 2007 and 2006 were US$58,010, US$38,439 and US$30,360, respectively.

Borrowing Costs

Borrowing costs include interest incurred on existing indebtedness and debt issuance costs. Interest costs
associated with assets that require a period of time to get them ready for their intended use are capitalized and amortized over the related assets estimated useful lives. Debt issuance costs are capitalized and amortized over the term of the
respective borrowings using the effective interest method. Interest expense for the years ended December 31, 2008, 2007 and 2006, was US$495,634, US$194,839 and US$186,404, respectively. VimpelCom capitalized interest in the cost of long lived
assets in the amount of US$43,939, US$36,659 and US$12,253 in 2008, 2007 and 2006, respectively.

Income Taxes

VimpelCom computes and records income tax in accordance with SFAS No. 109, Accounting for Income Taxes. Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. A valuation allowance is recognized for deferred tax assets when it is considered more likely than not that the asset will not be recovered.

In July 2006, the FASB issued Interpretation No. 48 (FIN 48) Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for
Income Taxes. FIN 48 clarifies accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition,
measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. In addition, FIN 48 states that income taxes should not be accounted for under the provisions of SFAS No. 5, Accounting for
Contingencies. The Company adopted FIN 48 at the beginning of the fiscal year 2007. As a result of the adoption the Company recognized in its consolidated financial statements a cumulative-effect adjustment to increase its liability for
unrecognized tax benefits, interest, and penalties by US$15,069 and reduced the January 1, 2007, balance of retained earnings by US$4,108 and subsidiary minority interest by US$4,091 and increased the balance of goodwill by US$6,870. The
cumulative-effect adjustment pertains to a pre-acquisition contingency in a subsidiary that has a minority shareholder. VimpelComs continuing practice is to recognize fines and penalties (interest) related to income tax matters in income tax
expense.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Concentration of Credit Risk

Trade accounts receivable consist of amounts due from subscribers for airtime usage and amounts due from dealers and subscribers for equipment sales. In certain circumstances, VimpelCom requires deposits
as collateral for airtime usage. In addition, VimpelCom has introduced a prepaid service GSM network. Equipment sales are typically paid in advance of delivery, except for equipment sold to dealers on credit terms. VimpelComs credit risk
arising from its trade accounts receivable from subscribers is mitigated due to the large number of its active subscribers (subscribers in the registered subscriber base who were a party to a revenue generating activity in the past three months and
remain in the base at the end of the reported period), of which approximately 95.9% subscribed to a prepaid service as of December 31, 2008 and, accordingly, do not give rise to credit risk. VimpelComs credit risk arising from its trade
accounts receivable from dealers is mitigated due to the large number of dealers. Management periodically reviews the history of payments and credit worthiness of the dealers. The Company also has receivables from other local and international
operators from interconnect and roaming services provided to their customers.

VimpelCom holds available cash in bank accounts with financial
institutions in countries of its operations. To manage credit risk associated with such cash holdings, VimpelCom allocates its available cash to a variety of local banks and local affiliates of international banks within the limits set forth by its
treasury policy. Management periodically reviews the credit worthiness of the banks in which it deposits cash.

VAT is recoverable from the
tax authorities via offset against VAT payable to the tax authorities on VimpelComs revenue or direct cash receipts from the tax authorities. Management periodically reviews the recoverability of the balance of input value added tax and
believes it is fully recoverable.

VimpelCom issues advances to a variety of vendors of property and equipment for its network development.
The contractual arrangements with the most significant vendors provide for equipment financing in respect of certain deliveries of equipment (Note 13). VimpelCom periodically reviews the financial position of vendors and their compliance with
the contract terms.

Accumulated Other Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, requires the reporting of comprehensive income in addition to net income. Comprehensive income is a more inclusive financial reporting methodology
that includes the effects of all other non  shareholder changes in net assets.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Stock-Based Compensation

As of January 1, 2006 VimpelCom adopted SFAS No. 123 (revised 2004) Share Based Payment(SFAS No. 123R), which is a revision of SFAS No. 123 and SFAS
No. 95, Statement of Cash Flows. Under SFAS No. 123R companies must calculate and record the cost of equity instruments, such as stock options or restricted stock, awarded to employees for services received in the income statement;
pro forma disclosure is no longer permitted. The cost of the equity instruments is to be measured based on the fair value of the instruments on the date they are granted (with certain exceptions) and is required to be recognized over the period
during which the employees are required to provide services in exchange for the equity instruments.

VimpelCom adopted SFAS No. 123R
using the modified prospective method. Prior to the adoption of SFAS No. 123R, VimpelCom accounted for stock options by remeasuring the intrinsic value of the shares at each reporting period and adjusted the related compensation expense and
liability for the change in intrinsic value. In accordance with the modified prospective method, the consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS No. 123R.

The effect of adopting FAS 123R for both the stock option and phantom stock plans was an increase in selling, general and administrative
expense of approximately US$6,466 for the year ended December 31, 2006. Additionally, VimpelCom recorded a cumulative effect of a change in accounting principle of US$1,882, representing the difference between the fair value and the intrinsic
value of the stock-option and phantom stock plans at January 1, 2006. The total impact of the adoption of SFAS No. 123R for both the stock option and phantom stock plans was a decrease in net income of approximately US$8,348 for the year
ended December 31, 2006, equivalent to US$0.16 per common share on both a basic and diluted basis, with no net tax effect.

On
December 24, 2008 VimpelCom modified its stock-based compensation program to satisfy equity classification requirements. The modification was applied to all the options outstanding as of modification date. In determination of fair value
VimpelCom considered historical data on estimated life of the options, forfeiture rates and volatility since from employees standpoint no changes to the amount of award were proposed. The historical based stock compensation provision accrued
at the modification date in the amount of US$12,030 was reclassified from liability to equity and no gain or loss was recognized as of the modification date.

Government Regulations

The Company is subject to governmental regulation of tariffs
in its Armenian fixed line business. The Company has the right to seek tariff adjustments at the retail and wholesale level based on costs incurred. Governmental authorization of tariff adjustments is only necessary for those services that are under
Governmental control. No assets or liabilities have been recorded in the accompanying financial statements to recognize the effects of possible regulatory assets or liabilities, as allowed under SFAS No. 71, Accounting for the Effects of
Certain Types of Regulation.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Litigation Accrual

VimpelCom is party to various legal and regulatory proceedings in the normal course of business with respect to certain matters. Except as described in Note 21 VimpelCom does not believe that any
legal or regulatory proceedings to which it is a party could have a material adverse impact on its business or prospects. VimpelCom evaluates the likelihood of an unfavorable outcome of the legal or regulatory proceedings to which it is a party in
accordance with SFAS No. 5, Accounting for Contingencies, and EITF Topic D-86, Issuance of Financial Statements. These judgments are subjective based on the status of the legal or regulatory proceedings, the merits of its
defenses and consultation with in-house and external legal counsel. The actual outcomes of these proceedings may differ from the Companys judgments.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements. The standard provides guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard
does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. VimpelCom adopted SFAS No. 157 for financial assets and liabilities on January 1, 2008
and the adoption of SFAS No. 157 did not have a material impact on VimpelComs results of operations or financial position. VimpelCom has not yet determined the effect the adoption of SFAS No. 157 for non-financial assets and
liabilities will have on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets or Financial Liabilities. The standard permits entities to choose to measure many financial instruments and certain other items at fair value. The statement is expected to expand the use of fair value measurement. SFAS
No. 159 shall be effective as of the beginning of each reporting entitys first fiscal year that begins after November 15, 2007, but earlier adoption is allowed under certain conditions. The adoption of SFAS No. 159 did not have
a material impact on VimpelComs results of operations or financial position.

In December 4, 2007, the FASB issued SFAS
No. 141(R), Business Combinations, This new standard will significantly change the financial accounting and reporting of business combination transactions in consolidated financial statements. The Company will be required to adopt SFAS
No.141(R) on January 1, 2009, and early adoption and retroactive application are prohibited. Under SFAS 141(R) acquisition related costs should not be capitalized any longer but expensed as incurred. As of the December 31, 2008 the Company
has written off such expenses related to potential acquisitions in the amount of US$17,727.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|2. | Basis of Presentation and Significant Accounting Policies (continued)
|-- | ---------------------------------------------------------------------



Recent Accounting Pronouncements (continued)



In December 21, 2007 the SEC staff issued Staff Accounting Bulletin No. 110, Share-Based
Payment, which, effective January 1, 2008, amends and replaces Question 6 of Section D.2 of SAB Topic 14, Share-Based Payment. SAB 110 expresses the views of the SEC staff regarding the use of a simplified method in
developing an estimate of expected term of plain vanilla share options in accordance with SFAS No. 123(R). SAB 110 extends the use of the simplified method for plain vanilla awards in certain situations.
Although VimpelCom has availed itself to the plain vanilla awards in certain situations. The adoption effect of SAB 110 as of January 1, 2008 was immaterial.

In March 2008 the FASB issues an amendment to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities. This standard amends and expands the disclosure requirements of SFAS No. 131 and requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts
of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. VimpelCom has not yet determined the effect the adoption of SFAS No. 161 will have on its consolidated
financial statements.

On December 4, 2007, the FASB SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements, an
amendment of ARB No. 51. This new standard will significantly change the financial accounting and reporting of noncontrolling (or minority) interests in consolidated financial statements. Under SFAS 160, noncontrolling interest in a
consolidated subsidiary should be displayed in the consolidated statement of financial position as a separate component of equity. Losses attributable to the parent and the noncontrolling interest in a subsidiary should be attributed to that
interest, even if that attribution results in a deficit noncontrolling interest balance. On January 1, 2009, we adopted SFAS No. 160 and, accordingly, have retrospectively changed the classification and presentation of Noncontrolling
Interest in our consolidated financial statements for all periods presented, which we previously referred to as minority interest as required. As a result of the implementation of SFAS 160, US$221,040 and US$288,410 relating to noncontrolling
interests as of December 31, 2008 and December 31, 2007, respectively, have been reclassified from Minority interest in liabilities to Noncontrolling interests within Equity. Also, cash outflows from purchase of minority interest in
consolidated subsidiaries in the amount of US$992,825 million were reclassified from Investing activities to Financing activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2008. Subsequently, VimpelCom restated
its noncontrolling interest in its consolidated financial statements as of December 31, 2008 (Note 23).



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|3. | Business Combinations and Disposals
|-- | -----------------------------------



Unitel and Buztel

On January 18, 2006, VimpelCom acquired 100% of the shares of Bakarie Uzbekistan Telecom LLC (Buztel) for the purchase price of US$60,000 plus the assumption of approximately
US$2,400 in debt. The primary reason for the acquisition of Buztel was that Buztel holds national GSM-900 and 1800 licenses in the Republic of Uzbekistan. On February 9, 2006, VimpelCom acquired 100% of Unitel LLC (Unitel)
for the purchase price of US$200,000 plus the assumption of approximately US$7,700 in debt. Direct costs related to both acquisitions were US$974. The primary reason for the acquisition of Unitel was that Unitel holds national GSM-900 and 1800
licenses.

The acquisitions were recorded under the purchase method of accounting. The fair value of acquired identifiable net assets of both
companies amounted to US$106,913. The excess of the acquisition cost over the fair market value of the identifiable net assets of Unitel and Buztel amounted to US$154,061. This amount was recorded as goodwill, was assigned to the Uzbekistan
reporting unit and is subject to annual impairment tests. On July 24, 2006, Buztel was merged into Unitel.

Buztel was previously owned
by an affiliate of Altimo Holdings and Investments Limited (Altimo), a leading Moscow-based telecom investment company, which at the time of the acquisition were reported to have beneficially owned 32.9% of the voting shares of
VimpelCom.

Mobitel

On
July 12, 2006, VimpelCom acquired 51% of the outstanding participatory interests of Georgian cellular operator Mobitel LLC (Mobitel) and a call option for the remaining 49% of the outstanding participatory
interests of Mobitel. Mobitel holds GSM-1800 cellular licenses that are valid through mid-2013. Mobitel was founded in November 2003 and at the date of acquisition did not conduct any commercial operations. It was considered as a variable interest
entity and consolidated under the provisions of FIN 46R, Consolidation of Variable Interest Entities. The total cash purchase price, including transaction costs for the 51% interest was US$12,742. The primary reasons for the acquisition of
Mobitel are that Mobitel owns GSM-1800 cellular licenses that are valid through mid-2013 and frequencies covering the entire territory of Georgia. Mobitel also possesses significant numbering capacity.

ArmenTel

On November 16, 2006,
VimpelCom acquired 90% of the issued and outstanding stock of ArmenTel, the mobile provider and previous monopoly fixed line provider in Armenia, for a cash purchase price after adjustments of approximately US$456,640, including direct costs related
to the acquisition of US$11,610.

The primary reason for the acquisition was VimpelComs entry into the mobile and fixed line telephony
markets of Armenia. The acquisition was recorded under the purchase method of accounting. The fair value of acquired identifiable net assets of ArmenTel at the date of the acquisition amounted to US$347,090. The excess of the acquisition cost over
the fair market value of the identifiable net assets of ArmenTel amounted to US$109,550, which was recorded as goodwill and assigned to the Armenia reporting unit.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|3. | Business Combinations and Disposals (continued)
|-- | -----------------------------------------------



ArmenTel (continued)



On April 18, 2007 VimpelCom acquired the remaining 10% of ArmenTel. The purchase price of the
additional 10% was US$55,924, which constitutes approximately 1/9th of the final price paid by VimpelCom for the 90% of the shares of ArmenTel when VimpelCom acquired ArmenTel in November 2006, including direct transaction costs.

Severnaya Korona

On August 13, 2007,
VimpelCom acquired Closed Joint Stock Company Corporation Severnaya Korona (CSK), which holds GSM 900/1800 and D-AMPS licenses covering the Irkutsk Region. The Company acquired 100% of the shares of CSK for
approximately US$235,509, including US$1,274 of acquisition related costs.

The primary reason for the acquisition was VimpelComs entry
into the mobile telephony market in the Irkutsk region. CSKs GSM-900/1800 and D-AMPS licenses cover a territory with a population of about 2.5 million. The acquisition was recorded under the purchase method of accounting. The fair value of
acquired identifiable net assets of CSK amounted to US$58,460. The excess of the acquisition cost over the fair market value of the identifiable net assets of CSK amounted to US$177,049. This amount was recorded as goodwill, was assigned to the
Russian mobile reporting unit and is subject to annual impairment tests.

Golden Telecom

On December 21, 2007, subsidiaries of VimpelCom and Golden Telecom Inc. (Golden Telecom), a leading facilities-based provider of
integrated telecommunications and Internet services in the Russian Federation, signed a definitive merger agreement. Pursuant to the merger agreement, Lillian Acquisition Inc. (Lillian), an indirect wholly owned subsidiary of
VimpelCom, commenced a tender offer on January 18, 2008, to acquire 100% of the outstanding shares of Golden Telecoms common stock at a price of $105 per share in cash. The tender offer was successfully completed on February 15,
2008, with 36,533,255 shares of Golden Telecom common stock (including shares delivered through notices of guaranteed delivery), representing approximately 90.5% of the outstanding shares of Golden Telecoms common stock tendered and not
withdrawn. On February 18, 2008, Lillian commenced a subsequent offer for all remaining shares of Golden Telecom common stock. The subsequent offer was successfully completed on February 26, 2008, with 38,093,677 shares of Golden Telecom
common stock tendered during the initial and subsequent offering periods. These shares represented approximately 94.4% of the outstanding shares of Golden Telecoms common stock, an amount sufficient to permit the completion of a
short-form merger under applicable Delaware law, without a vote of the remaining stockholders of Golden Telecom. As a result, VimpelCom Finance B.V., a direct wholly-owned subsidiary of VimpelCom, and Lillian on February 28, 2008,
consummated a short-form merger, in which Lillian was merged with and into Golden Telecom and all remaining stockholders of Golden Telecom who did not tender their shares in the tender offer (other than those, if any, properly perfecting
dissenters rights) received the right to receive $105.00 per share in cash. Following the completion of the merger as of February 28, 2008, Golden Telecom became an indirect wholly-owned subsidiary of VimpelCom and started to be
consolidated in VimpelComs financial statements.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|3. | Business Combinations and Disposals (continued)
|-- | -----------------------------------------------



Golden Telecom (continued)



The fair value of acquired identifiable net assets of Golden Telecom at the date of the acquisition
amounted to US$1,431,818. The excess of the acquisition cost over the fair value of the identifiable net assets of Golden Telecom amounted to US$2,884,341, which was recorded as goodwill and assigned to Russia fixed and Russia mobile reporting units
in the amounts of US$2,430,657 and US$453,684, respectively. This goodwill is not deductible for tax purposes.

The following table summarizes
the Companys estimate of the fair values of the assets acquired and liabilities assumed at the date of acquisition:



|                                                                           |  |                              |          
|-------------------------------------------------------------------------- |  | ---------------------------- | ---------
|                                                                           |  | As of the Dateof Acquisition
|Cash and cash equivalents                                                  |  | $                            | 56,095   
|Other current assets                                                       |  |                              | 382,990  
|Property and equipment                                                     |  |                              | 1,101,217
|Licenses (3.3 years weighted average remaining useful life)                |  |                              | 70,361   
|Customer Relationships (13.6 years weighted average remaining useful life) |  |                              | 686,743  
|Other intangible assets (1 years weighted average remaining useful life)   |  |                              | 46,977   
|Goodwill                                                                   |  |                              | 2,884,341
|Other non-current assets                                                   |  |                              | 43,343   
|                                                                           |  |                              |          
|Total assets acquired                                                      |  |                              | 5,272,067
|                                                                           | 
|Current liabilities                                                        |  |                              | 379,014  
|Long-term liabilities                                                      |  |                              | 576,894  
|                                                                           |  |                              |          
|Total liabilities assumed                                                  |  |                              | 955,908  
|                                                                           |  |                              |          
|Total acquisition price                                                    |  | $                            | 4,316,159
|                                                                           |  |                              |          

Corbina Telecom

On June 11, 2008 VimpelCom increased its share of ownership in Closed Joint Stock Company Cortec (Corbina Telecom), 51% subsidiary of
Golden Telecom by acquiring the remaining 49% from Inure Enterprises Ltd. (Inure) for US$404,000 and US$4,250 of costs related to acquisition. As a result of this transaction, VimpelCom and its subsidiary together
now own 100% of the shares of Corbina Telecom. The step acquisition was recorded under purchase method of accounting. The Companys financial statements reflect the allocation of the purchase price based on a fair value assessment of the assets
acquired and liabilities assumed, and as such, the Company has assigned US$68,120 to intangible assets which will be amortized over a weighted average period of approximately 12 years, recording of a deferred tax liability in the amount of US$17,348
and adjusted minority interest by US$40,404. The total fair value of identifiable net assets acquired amounted to $95,338. The excess of the acquisition cost over the fair value of identifiable net assets of Corbina Telecom amounted to US$312,912
and assigned to Russia fixed reporting unit.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|3. | Business Combinations and Disposals (continued)
|-- | -----------------------------------------------



GTEL-Mobile

On July 8, 2008 VimpelCom and its 100% owned direct subsidiary Ararima Enterprises Limited (Cyprus) (Ararima) signed a Joint Venture and Shareholders Agreement to establish a
mobile telecommunications joint venture in Vietnam under the name of GTEL-Mobile Joint Stock Company (GTEL-Mobile). The other participants in GTEL-Mobile are Global Telecommunications Corporation (GTEL), a
Vietnamese state-owned enterprise and GTEL TSC, a subsidiary of GTEL. Ararima received a 40% voting and economic interest in GTEL-Mobile in consideration for an equity investment of US$266,670 that has been paid in full. GTEL and GTEL TSC have
equity interests in GTEL-Mobile of 51% and 9%, respectively. GTEL-Mobile has received all of the regulatory approvals required under the Joint Venture and Shareholders Agreement, including the registration of GTEL-Mobile, GSM license and related
frequencies.

Sotelco

On
July 16, 2008, VimpelCom through Ararima acquired an indirect 90% voting and economic interest in the Cambodian company Sotelco Ltd. (Sotelco), which holds a GSM 900/1800 license and related frequencies for the territory of
Cambodia. The transaction was made through the purchase of 90% of Sotelcos parent company, Atlas Trade Limited (BVI) (Atlas), for US$28,000 from Altimo. The remaining 10% of Atlas are owned by a local partner, a Cambodian
enterpreneur. VimpelCom has also acquired a call option to purchase the 10% interest of the local partner. The acquisition of Sotelco was accounted for as an asset purchase of the telecom license through a variable interest entity. On acquisition,
the Company allocated approximately $41,646 to license, $8,329 to deferred tax liability and $5,100 to noncontrolling interest.

Euroset

On October 23, 2008 VimpelCom through Ararima acquired 49.9% shares of Morefront Holdings Ltd, a company that owns 100% of the
Euroset Group (Euroset), from Rambert Management Ltd, a company controlled by Inure, for approximately US$226,000. The acquisition was recorded under the equity method of accounting. The total preliminary estimated fair value of
identifiable net liabilities acquired amounted to $355,515. The excess of the acquisition cost over the VimpelComs share in the fair value of identifiable net liabilities of Euroset amounted to US$405,516. In addition, as part of the
transaction, VimpelCom has agreed on put and call arrangements, exercisable after three years, with respect to a further 25% of the shares of Morefront Holdings Ltd. owned by Rambert Management Ltd.

Other Acquisitions

On July 1, 2008
VimpelCom exercised its option to acquire an additional 25% less one share of Limnotex Developments Limited (Limnotex) for US$561,807. Limnotex is the parent company of KaR-Tel, VimpelComs operating subsidiary in Kazakhstan.
As a result of the exercise, VimpelComs overall direct and indirect share stake in Limnotex increased from 50% plus one share to 75%. The acquisition was recorded as step acquisition under the purchase method of accounting. The Companys
financial statements reflect the allocation of the purchase price based on a fair value assessment of the assets acquired and liabilities assumed, and as such, the Company has assigned US$147,734 to intangible assets which will be amortized over a
weighted average period of approximately



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|3. | Business Combinations and Disposals (continued)
|-- | -----------------------------------------------



Other Acquisitions (continued)



7 years, recording of a deferred tax liability in the amount of US$42,834 and adjusted minority interest by US$153,981. The fair value of acquired identifiable net assets amounted to US$99,946.
The excess of the acquisition cost over the fair market value of the identifiable net assets amounted to US$309,490. This amount was recorded as goodwill, was assigned to the Kazakhstan reporting unit and is subject to annual impairment tests. To
ensure a path to complete ownership over KaR-Tel, VimpelCom has agreed on put and call option arrangements with respect to the remaining 25% share in Limnotex which is held by Crowell Investments Limited.

During the year 2008 the Company completed several small acquisitions of fixed line telecommunication operators in different regions of Russia with the
total consideration of US$32,274. The acquisitions were recorded under the purchase method of accounting. The fair value of acquired identifiable net assets of the acquired companies amounted to US$21,959 and adjusted minority interest by US$11,744.
The excess of the acquisition cost over the fair market value of the identifiable net assets amounted to US$10,315. This amount was recorded as goodwill, was mainly assigned to the Russia fixed reporting unit and is subject to annual impairment
tests.

The following unaudited pro forma combined results of operations for VimpelCom give effect to the CSK, Golden Telecom, Corbina Telecom
and Euroset business combinations as if they had occurred at the beginning of 2007. The pro forma combined results do not include Sotelco as non-operating entity and therefore would not impact the results. These pro forma amounts are provided for
informational purposes only and do not purport to present the results of operations of VimpelCom had the transactions assumed therein occurred on or as of the date indicated, nor is it necessarily indicative of the results of operations which may be
achieved in the future.



|                                                        |      |                         |            |  |   |          
|------------------------------------------------------- | ---- | ----------------------- | ---------- |  | - | ---------
|Unaudited                                               |      | Year ended December 31,
|                                                        | 2008 |                         | 2007      
|Pro forma total operating revenues                      |      | $                       | 10,359,737 |  | $ | 8,403,248
|Pro forma net income attributable to VimpelCom          |      |                         | 299,455    |  |   | 1,314,887
|                                                        |      |                         |            |  |   |          
|Pro forma basic and diluted net income per common share |      | $                       | 5.91       |  | $ | 25.84    
|                                                        |      |                         |            |  |   |          



|4. | Cash and Cash Equivalents
|-- | -------------------------

Cash and cash
equivalents consisted of the following at December 31:



|                  |  |      |         |      |   |          
|----------------- |  | ---- | ------- | ---- | - | ---------
|                  |  | 2008 |         | 2007
|US dollars        |  | $    | 553,611 |      | $ | 183,746  
|Roubles           |  |      | 182,165 |      |   | 736,490  
|Uzbekistan Sum    |  |      | 75,727  |      |   | 43,283   
|EURO              |  |      | 56,571  |      |   | 16,647   
|Kazakhstan Tenge  |  |      | 32,740  |      |   | 11,214   
|Armenian Dram     |  |      | 8,835   |      |   | 10,772   
|Ukrainian Hryivna |  |      | 3,120   |      |   | 1,078    
|Other currencies  |  |      | 1,914   |      |   | 481      
|                  |  |      |         |      |   |          
|                  |  | $    | 914,683 |      | $ | 1,003,711
|                  |  |      |         |      |   |          



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|5. | Derivative Instruments
|-- | ----------------------

VimpelCom uses
derivative instruments, including swaps, forward contracts and options to manage certain foreign currency and interest rate exposures. The Company views derivative instruments as risk management tools and does not use them for trading or speculative
purposes. Derivatives are considered to be economic hedges, however all derivatives are accounted for on a fair value basis and the changes in fair value are recorded in the statement of income. As described in Note 2, we adopted SFAS 157 on
January 1, 2008. SFAS 157, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on
either a recurring or nonrecurring basis. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS 157
establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active
markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The fair value of derivatives measured at fair value on a recurring basis using Level 2 approach.

At December 31, 2008, the fair value of derivatives recorded as non-current liabilities was US$8,544 and current assets was US$109,751 and at
December 31, 2007, the fair value of derivatives recorded as short-term liabilities was US$10,912. No amounts have been recorded in shareholders equity. The net foreign exchange gains of US$120,102 and US$39,312, net foreign exchange loss of
US$14,250 for the years ended December 31, 2008, 2007 and 2006, respectively, net other losses of US$5,493, US$2,248, US$780 for the years ended December 31, 2008, 2007 and 2006, respectively, and interest expense in the amount of US$3,153
for the year 2008 were included in the accompanying consolidated statements of income and related to the change in fair value of derivatives.

In June and July 2006 VimpelCom entered into a series of short-term forward agreements for a total amount of US$570,000 to hedge its short term US dollar denominated obligations. The forward exchange rates in the contracts ranged from 26.79
Roubles per 1 US dollar to 26.98 Roubles per 1 USdollar and matured in the year ended December 31, 2006. The change in fair value of these contracts before July 1, 2006 was recognized as non-operating gain/loss and starting from
July 1, 2006 due to the functional currency change  as foreign exchange gain/loss. The accompanying financial statements include US$14,336 of foreign exchange loss from recognising these contracts at fair value as of December 31,
2006. In November 2006, VimpelCom entered into forward foreign exchange contracts for a total amount of US$736,629 to hedge its US dollar denominated obligations due in 2007 and 2008. These contracts ranged from 26.6 Roubles per 1 US dollar to 26.7
Roubles per 1 US dollar.

In March 2007 VimpelCom entered into short-term forward agreements for a total amount of US$53,010 to hedge its
short-term US dollar denominated obligations with a forward exchange rate 26.1775 Roubles per 1 US dollar.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|5. | Derivative Instruments (continued)
|-- | ----------------------------------



During the third quarter 2007 VimpelCom entered in short-term zero-cost collar agreement for a total
amount of US$120,545 to hedge its US dollar debt. The forward exchange rate of protection was 27.0323 Roubles per 1 US dollar and the rate of participation was 24.9281 Roubles per 1 US dollar. These zero-cost collars were closed in June
2008.

During the fourth quarter of 2006 VimpelCom entered into a short-term cross-currency interest rate swap transaction. The amount of the
swap is US$236,111 at 26.64 Roubles per 1 US dollar as well as a 6.37% interest rate. The amount of the contract will be subject to remeasurement going forward, in conjunction with the change of the exchange rate of the US dollar to the Russian
ruble and LIBOR fluctuation. This cross-currency interest rate swap was closed in February 2008.

On October 3, 2006, KaR-Tel LLP
(Kar-Tel), our subsidiary in Kazakhstan, and Citibank, N.A., London signed an agreement which provides Kar-Tel rights to enter into transactions with derivatives. On November 8, 2006, KaR-Tel entered into a swap deal with
Citibank, N.A., London for the amount of US$100,000 or 12,246,000 thousand Kazakhstan Tenge by fixing the settlement rate to 122.64 Kazakhstan Tenge per 1 US dollar and current floating interest rate payable for a loan with the European Bank of
Reconstruction and Development (EBRD) at 9.9%. This agreement was effective until December 18, 2010. However, on March 4, 2008, the swap transaction was terminated based on the mutual agreement with Citibank, N.A.,
London. As a result of this, on March 12, 2008, KaR-Tel received a termination payment from Citibank, N.A., London in the amount of US$1,400 and derecognized the derivative asset of $5,011, which have been recorded in other income and other
expense, in the accompanying financial statements.

On March 5, 2008 VimpelCom entered into an option agreement (zero-cost collar) with
Deutsche Bank and received a right to purchase US$643,620 for Russian rubles at a rate not higher than 26.84 Roubles per 1 US dollar in exchange for the granting to Deutsche Bank a right to sell the same amount of US dollars to VimpelCom at rate not
lower than 23.50 Roubles per 1 US dollar. Options are exercisable at various dates ranging from August 2008 to March 2009.

On October 3,
2008 VimpelCom entered into the option agreement (zero-cost collar) with Vneshtorgbank (VTB) and received a right to purchase US$851,813 for Russian Roubles at a rate not higher than 33.15 Roubles per 1 US dollar in exchange for
the granting to VTB a right to sell the same amount of US dollars to VimpelCom at rate not lower than 24.90 Roubles per 1 US dollar. Options are exercisable at various dates ranging from April 2009 to September 2009.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|6. | Property and Equipment
|-- | ----------------------

Property and
equipment, at cost, consisted of the following at December 31:



|                                                      |  |      |            |   |      |   |            |  
|----------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                      |  | 2008 |            |   | 2007 |  
|                                                      |  |     
|Telecommunications equipment                          |  | $    | 6,608,140  |   |      | $ | 5,517,009  |  
|Land, buildings and constructions                     |  |      | 351,055    |   |      |   | 281,744    |  
|Office and measuring equipment                        |  |      | 711,304    |   |      |   | 637,392    |  
|Other equipment                                       |  |      | 400,713    |   |      |   | 326,439    |  
|                                                      |  |      |            |   |      |   |            |  
|                                                      |  |      | 8,071,212  |   |      |   | 6,762,584  |  
|                                                      |  |     
|Accumulated depreciation                              |  |      | (2,828,845 | ) |      |   | (2,209,951 | )
|                                                      |  |     
|Equipment not installed and assets under construction |  |      | 1,183,506  |   |      |   | 945,186    |  
|                                                      |  |      |            |   |      |   |            |  
|Total property and equipment, net                     |  | $    | 6,425,873  |   |      | $ | 5,497,819  |  
|                                                      |  |      |            |   |      |   |            |  



|7. | Telecommunications Licenses and Other Intangible Assets
|-- | -------------------------------------------------------

Telecommunications licenses acquired directly by VimpelCom were initially recorded at cost. Telecommunications licenses acquired in business combinations were initially recorded at their fair value as of
the acquisition date.

The total gross carrying value and accumulated amortization of VimpelComs telecommunications licenses as of
December 31, 2008 and 2007 were as follows:



|                                               |  |      |           |   |      |   |           |  
|---------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                               |  | 2008 |           |   | 2007 |  
|Telecommunications licenses, at cost           |  | $    | 1,301,169 |   |      | $ | 1,331,531 |  
|Accumulated amortization                       |  |      | (588,962  | ) |      |   | (495,805  | )
|                                               |  |      |           |   |      |   |           |  
|                                               |  |      | 712,207   |   |      |   | 835,726   |  
|                                               |  |     
|Telecommunications licenses not in current use |  |      | 52,576    |   |      |   | 79,485    |  
|                                               |  |      |           |   |      |   |           |  
|Total telecommunications licenses, net         |  | $    | 764,783   |   |      | $ | 915,211   |  
|                                               |  |      |           |   |      |   |           |  

Telecommunication licenses not in current use mainly comprised of GSM telecommunications license owned by Sotelco, for which
the business operations have not been started, in the amount of US$41,741 as of December 31, 2008.

In 2007 VimpelCom acquired Dominanta
LLC (Dominanta) an entity which hold DVB-H license and, together with Golden Telecom, in February 2008 VimpelCom acquired Colangon-Optim LLC (Colangon), an entity which hold
DVB-T license. Both licenses gave an opportunity for VimpelCom to start provide TV services. However, additional broadcasting licenses are required to start operations, and current legislation does not have a mechanism of obtaining such licenses.
Due to the high level of uncertainty on the terms when such licenses can be obtained, the management decided to write-off the value of DVB-T/DVB-H licenses as of the end of 2008. The total amount of write-off is US$37,620.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|7. | Telecommunications Licenses and Other Intangible Assets (continued)
|-- | -------------------------------------------------------------------



The total gross carrying value and accumulated amortization of VimpelComs intangible assets by
major intangible asset class as of December 31, 2008 and December 31, 2007 was as follows:



|                                   |  |                                          |  |      |           |   |      |   |          |  
|---------------------------------- |  | ---------------------------------------- |  | ---- | --------- | - | ---- | - | -------- | -
|                                   |  | Weightedaverageamortizationperiod, years |  | 2008 |           |   | 2007 |  
|Telephone line capacity            |  | 9.1                                      |  | $    | 144,927   |   |      | $ | 172,672  |  
|Customer relationships             |  | 13.3                                     |  |      | 836,374   |   |      |   | 210,158  |  
|Other intangible assets            |  | 4.8                                      |  |      | 228,170   |   |      |   | 98,554   |  
|                                   |  |                                          |  |      |           |   |      |   |          |  
|                                   |  |                                          |  |      | 1,209,471 |   |      |   | 481,384  |  
|                                   |  |                                          | 
|Accumulated amortization           |  |                                          |  |      | (326,641  | ) |      |   | (218,882 | )
|                                   |  |                                          |  |      |           |   |      |   |          |  
|                                   |  |                                          | 
|Total other intangible assets, net |  | 11.2                                     |  | $    | 882,830   |   |      | $ | 262,502  |  
|                                   |  |                                          |  |      |           |   |      |   |          |  

Amortization expense for all VimpelComs intangible assets for each of the succeeding five years is expected to be as
follows:



|           |  |        
|---------- |  | -------
|2009       |  | 366,646
|2010       |  | 312,713
|2011       |  | 294,570
|2012       |  | 273,499
|2013       |  | 205,967
|Thereafter |  | 141,642



|8. | Impairment of Goodwill and Long-Lived Assets
|-- | --------------------------------------------

The Company has the following reporting units. The change in carrying amount of goodwill for the year ended December 31, 2008 is presented below:



|                   |  |                               |           |             |   |                              |  |   |            |   |  |                       |          |   |                               |   |          |   |  |   |           |  
|------------------ |  | ----------------------------- | --------- | ----------- | - | ---------------------------- |  | - | ---------- | - |  | --------------------- | -------- | - | ----------------------------- | - | -------- | - |  | - | --------- | -
|Reporting units    |  | Balance as ofDecember 31,2007 |           | Acquisition |   | Finalizationof PurchasePrice |  |   | Impairment |   |  | Translationadjustment |          |   | Balance as ofDecember 31,2008 |  
|Kazakhstan mobile  |  | $                             | 180,481   |             | $ | 309,490                      |  | $ | (7,045     | ) |  | $                     |         |   |                               | $ | (3,220   | ) |  | $ | 479,706   |  
|Kazakhstan fixed   |  |                               | 12,911    |             |   |                             |  |   | (12,870    | ) |  |                       |         |   |                               |   | (41      | ) |  |   | (0        | )
|Ukraine mobile     |  |                               | 81,999    |             |   |                             |  |   |           |   |  |                       | (53,778  | ) |                               |   | (28,221  | ) |  |   | 0         |  
|Tadjikistan mobile |  |                               | 13,063    |             |   |                             |  |   |           |   |  |                       |         |   |                               |   |         |   |  |   | 13,063    |  
|Uzbekistan mobile  |  |                               | 154,061   |             |   |                             |  |   |           |   |  |                       |         |   |                               |   |         |   |  |   | 154,061   |  
|Armentel mobile    |  |                               | 135,662   |             |   |                             |  |   |           |   |  |                       |         |   |                               |   | (1,110   | ) |  |   | 134,552   |  
|Armentel fixed     |  |                               | 10,211    |             |   |                             |  |   |           |   |  |                       |         |   |                               |   | (84      | ) |  |   | 10,127    |  
|Russia mobile      |  |                               | 451,428   |             |   | 453,684                      |  |   |           |   |  |                       |         |   |                               |   | (155,134 | ) |  |   | 749,978   |  
|Russia fixed       |  |                               |          |             |   | 2,753,883                    |  |   |           |   |  |                       | (315,049 | ) |                               |   | (503,379 | ) |  |   | 1,935,455 |  
|                   |  |                               |           |             |   |                              |  |   |            |   |  |                       |          |   |                               |   |          |   |  |   |           |  
|                   |  |                               |           |             |   |                             
|Total              |  | $                             | 1,039,816 |             | $ | 3,517,057                    |  | $ | (19,915    | ) |  | $                     | (368,827 | ) |                               | $ | (691,189 | ) |  | $ | 3,476,942 |  
|                   |  |                               |           |             |   |                              |  |   |            |   |  |                       |          |   |                               |   |          |   |  |   |           |  



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|8. | Impairment of Goodwill and Long-Lived Assets (continued)
|-- | --------------------------------------------------------



Under provisions of SFAS 142, goodwill is tested annually for impairment as of December 31or upon
the occurrence of certain events or substantive changes in circumstances. In performing the first step (Step 1) of the goodwill impairment test in accordance with SFAS 142, the Company compared the net book values of its reporting units
to their estimated fair values. In determining the estimated fair values of the reporting units, the Company employed a Discounted Cash Flow (DCF) analysis. Determining estimated fair values requires the application of significant
judgment. As a result of the significant economic downturn in the last few months of 2008, determining the fair value of the Companys reporting units required more judgment than in the past. In particular, the global economic recession has
resulted in, among other things, increased unemployment, lower consumer confidence and reduced business and consumer spending. These factors dampened the Companys expectations of future business performance.

The basis for our cash flow assumptions includes historical and forecasted revenue, operating costs and other relevant factors including estimated capital
expenditures. Assumptions under this method have been adjusted to reflect increased risk due to current economic volatility.



|                                |  |                  |  |            
|------------------------------- |  | ---------------- |  | -----------
|                                |  | 2008             |  | 2007       
|                                |  |                 
|Discount rate                   |  | 16.6%-21.9%      |  | 11.8%-18.8%
|Terminal growth rate            |  | 3%-3.5%          |  | 3%         
|Start of terminal growth period |  | 7 years-10 years |  | 7 years    

The Company estimates revenue
growth rates for each reporting unit and each future year. These rates vary based on numerous factors, including size of market in particular country, GDP (Gross Domestic Product) and foreign currency projections, traffic growth, market share and
others. In 2008, the Compound Annual Growth Rates ranged from zero to growth by 18%; these rates are lower than those used in 2007. Operating income margin is less dependent on those factors however the Company expects lower margins than in 2007. In
2008 the average Operating income margins ranged from negative 11.2 % to positive 34.8%.

The results of the DCF analyses were
corroborated with other value indicators where available, such as the Companys market capitalization, comparable company earnings multiples and research analyst estimates. Management bases its fair value estimates on assumptions it believes to
be reasonable, but which are unpredictable and inherently uncertain.

The results of this Step 1 process indicated that there was a potential
impairment of goodwill in the Russia Fixed and Ukraine Mobile reporting units, as the carrying values of the net assets of the reporting units exceeded their estimated fair values. As a result, the second step (Step 2) of the goodwill
impairment test was performed for these reporting units. The implied fair value of goodwill determined in the Step 2 analyses was determined by allocating the fair value of the reporting units to all its the assets and liabilities (including any
unrecognized intangible assets and related deferred taxes) as if the reporting unit had been acquired in a business combination. As a result of these Step 2 analyses, the Company recorded goodwill impairments of US$315,049 and US$53,778 at the
Russia Fixed and Ukraine Mobile reporting units, respectively. As a result of the goodwill impairment taken as of December 31, 2008, the carrying values of goodwill in these reporting units were reset to their implied fair values as of
December 31, 2008.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|8. | Impairment of Goodwill and Long-Lived Assets (continued)
|-- | --------------------------------------------------------



Although only the Russia Fixed and Ukraine Mobile reporting units failed Step 1 of the goodwill
impairment test and, thus, recorded goodwill impairment, the overall economic crisis caused a decrease in the estimated fair values of all other VimpelComs reporting units during 2008. Consequently, any further decline in estimated fair values
could result in additional goodwill impairments. To illustrate the magnitude of potential goodwill impairments relative to future changes in estimated fair values, had the fair values of the following material reporting units been hypothetically
lower by the percentages listed below, the reporting unit book value would have exceeded fair value by approximately the amounts set forth in the table.



|                  |  |        |  |        |  |        
|----------------- |  | ------ |  | ------ |  | -------
|                  |  | 10%    |  | 20%    |  | 30%    
|Armenia Fixed     |  | 24,217 |  | 57,171 |  | 90,126 
|Armenia Mobile    |  | 7,526  |  | 37,709 |  | 67,891 
|Kazakhstan Mobile |  |       |  | 34,263 |  | 152,812

If any of these cases were to
occur, Step 2 of the goodwill impairment test would be required to be performed to determine the ultimate amount of impairment loss to record.

Additionally, if the fair value of the Russia Fixed reporting unit were to decrease by 10%, an additional impairment charge of $246,149 would be recorded.

As for the other reporting units, a change in fair value of 30% would not cause the reporting unit to fail Step 1.

An increase in the discount rate by one percentage point or a reduction in revenue growth by 10% would result in a decrease in the combined fair value of the reporting units of approximately US$1,492,655
and US$1,101,282, respectively. For the reporting units discussed above, the relative decreases in fair value of reporting unit would be:



|                  |  |                                      |   |  |                               |  
|----------------- |  | ------------------------------------ | - |  | ----------------------------- | -
|                  |  | 1%age Point IncreaseIn Discount Rate |   |  | 10% Decrease inRevenue Growth |  
|Russia Fixed      |  | 8.5                                  | % |  | 10.3                          | %
|Armenia Fixed     |  | 6.4                                  | % |  | 6.0                           | %
|Armenia Mobile    |  | 7.5                                  | % |  | 7.5                           | %
|Kazakhstan Mobile |  | 6.8                                  | % |  | 7.1                           | %

The aggregate impairment
charge for the Ukraine Mobile reporting unit was attributable to (a) the use of higher discount rate of 21.9% in 2008 as compared to 12.0% in 2007 and (b) decrease in forecasted cash flows.

The impairment charge for the Russia Fixed reporting unit was attributable to (a) the use of a higher discount rate of 17.0% for Rouble denominated
cash flows as compared to 12.8% used in the original valuation of Golden Telecom as of the acquisition date and (b) lower projected future cash flows due to negative effect of current crisis. These assumptions reflect an expected increase in
the risks inherent in the estimated future cash flows attributable to the current economic volatility, which became more pronounced during the fourth quarter of 2008.



F-34



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|8. | Impairment of Goodwill and Long-Lived Assets (continued)
|-- | --------------------------------------------------------



Long Lived Assets

As a result of the goodwill impairments at these reporting units, the Company also tested the finite-lived intangible assets for impairment pursuant to FASB Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. For the Russia Fixed reporting unit, the undiscounted future cash flows associated with the long-lived assets exceeded the carrying value of those assets, and thus there was no impairment. However, for
the Ukraine Mobile reporting unit, because of the decrease in the expected future cash flows due to the projected decline in service revenues (relative to the Companys previous analyses), the Company concluded such assets were impaired, and an
asset impairment of US$36,300 was recognized.

In addition, the Company recorded other asset impairments of US$37,620 in 2008.

As a result of the asset impairments taken in 2008, the carrying values of the impaired assets were reset to their estimated fair values at
December 31, 2008.

Any further decline in the estimated fair values could result in impairments to long-lived assets or goodwill. It is
possible that such impairments, if required, could be material and may need to be recorded prior to the fourth quarter of 2009 (i.e., during an interim period) if the companys results of operations or other factors require such assets to be
tested for impairment at an interim date.



|9. | Software
|-- | --------

The total gross carrying value
and accumulated amortization of VimpelComs software as of December 31, 2008 and December 31, 2007 were as follows:



|                         |  |      |           |   |      |   |           |  
|------------------------ |  | ---- | --------- | - | ---- | - | --------- | -
|                         |  | 2008 |           |   | 2007 |  
|Software, at cost        |  | $    | 1,453,319 |   |      | $ | 1,432,647 |  
|Accumulated depreciation |  |      | (904,153  | ) |      |   | (809,832  | )
|                         |  |      |           |   |      |   |           |  
|                         |  |     
|Total software, net      |  | $    | 549,166   |   |      | $ | 622,815   |  
|                         |  |      |           |   |      |   |           |  



|10. | Investments in Associates
|--- | -------------------------

Investments in
associates consisted of the following at December 31:



|                  |  |      |         |      |   |      
|----------------- |  | ---- | ------- | ---- | - | -----
|                  |  | 2008 |         | 2007
|Euroset (1)       |  | $    | 160,127 |      | $ |     
|GTEL - Mobile (2) |  |      | 306,027 |      |   |     
|Rascom (3)        |  |      | 23,409  |      |   |     
|Others            |  |      | 3,987   |      |   | 5,908
|                  |  |      |         |      |   |      
|                  |  |     
|Total             |  | $    | 493,550 |      | $ | 5,908
|                  |  |      |         |      |   |      



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|10. | Investments in Associates (continued)
|--- | -------------------------------------



|(1) | 
|--- | 

VimpelCom acquired 49.9% interest in Euroset in
October 2008 (Note 3). Total assets and total liabilities of Euroset as of December 31, 2008 comprised of US$1,086,425 and US$1,514,035, respectively. The result of Euroset operations for the period starting from the acquisition date to
December 31, 2008 was a net loss in the amount of US$120,829. The carrying amount of the Companys investments in Euroset and the amount of the underlying equity in net liabilities of Euroset were US$160,127 and US$213,377, respectively,
as of December 31, 2008. The difference between the amount at which an investment is carried and the amount of VimpelComs share in net liabilities of Euroset consists of goodwill in the amount of US$371,578 and currency translation
adjustment in the amount of US$1,926. The carrying amount of investment includes VimpelComs share in net loss of Euroset for the period starting from the acquisition date to December 31, 2008 in the amount of US$60,294 and accumulated
other comprehensive income in the amount of US$7,528.



|(2) | 
|--- | 

As of December 31, 2008, VimpelCom has
investments in GTEL-Mobile of US$304,230, the company that holds the mobile telecommunication license in Vietnam (Note 3). GTEL - Mobile has not started rendering of telecommunication services as of the reporting date. The net gain for the
period starting from acquisition date to December 31, 2008 in the amount of US$1,797 increased the carrying amount of investments and mainly resulted from forex gains.



|(3) | 
|--- | 

The Companys share in Rascom CJSC
(Rascom), a company acquired as part of Golden Telecom acquisition (Note 3), is 54%. Investment in Rascom does not qualify for accounting under the consolidation method of accounting because the rights of the
minority shareholder represent substantive participating rights, and as result, such rights overcome the presumption that the Company controls Rascom. Therefore, the Company accounts for this investment under the equity method. Equity in net income
of Rascom for the year ended December 31, 2008 was of US$2,176.



|11. | Inventory
|--- | ---------

Inventory consisted of the
following at December 31:



|                                            |  |      |         |      |   |       
|------------------------------------------- |  | ---- | ------- | ---- | - | ------
|                                            |  | 2008 |         | 2007
|Telephone handsets and accessories for sale |  | $    | 78,607  |      | $ | 6,792 
|SIM-Cards                                   |  |      | 16,205  |      |   | 12,265
|Equipment for sale                          |  |      | 12,918  |      |   |      
|Info materials                              |  |      | 11,829  |      |   | 20,181
|Scratch cards                               |  |      | 7,000   |      |   | 12,154
|Other inventory                             |  |      | 16,090  |      |   | 7,446 
|                                            |  |      |         |      |   |       
|Total                                       |  | $    | 142,649 |      | $ | 58,838
|                                            |  |      |         |      |   |       



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|12. | Supplemental Balance Sheet Information
|--- | --------------------------------------

Other current assets consisted of the following at December 31:



|                                                  |  |      |         |      |   |        
|------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                  |  | 2008 |         | 2007
|Advances to suppliers                             |  | $    | 85,887  |      | $ | 45,362 
|Short term investments                            |  |      |        |      |   | 42,712 
|Software with a useful life shorter than one year |  |      | 29,331  |      |   | 32,965 
|Prepaid taxes                                     |  |      | 154,837 |      |   | 35,955 
|Forwards and other derivatives                    |  |      | 109,751 |      |   |       
|Interest receivable                               |  |      | 32,184  |      |   | 2,425  
|Other                                             |  |      | 28,489  |      |   | 7,468  
|                                                  |  |      |         |      |   |        
|Total other current assets                        |  | $    | 440,479 |      | $ | 166,887
|                                                  |  |      |         |      |   |        

Other non-current assets consisted of the following at
December 31:



|                                               |  |      |         |      |   |        
|---------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                               |  | 2008 |         | 2007
|Prepayments to suppliers for long-lived assets |  | $    | 56,953  |      | $ | 69,906 
|Escrow cash deposit                            |  |      |        |      |   | 200,170
|Prepayments for investments in equity          |  |      |        |      |   | 6,367  
|Long term advances                             |  |      | 56,486  |      |   |       
|Unamortized debt issue costs                   |  |      | 81,142  |      |   | 69,534 
|Frequencies and permissions                    |  |      | 113,972 |      |   | 75,279 
|Long term loans receivable                     |  |      | 350,000 |      |   |       
|Long term input VAT                            |  |      | 41,222  |      |   | 33,043 
|Other long-term assets                         |  |      | 25,727  |      |   | 43,597 
|                                               |  |      |         |      |   |        
|Total other non-current assets                 |  | $    | 725,502 |      | $ | 497,896
|                                               |  |      |         |      |   |        

On February 13, 2008, VimpelCom advanced to Crowell Investments
Limited (Crowell), under a loan agreement as of February 11, 2008, (the Loan Agreement), a loan in the principal amount of US$350,000 and at the interest rate of 10%. The loan is secured by 25% of the
shares of Limnotex. The Loan Agreement was entered into after Crowell acquired the entire issued share capital of Menacrest Limited (Menacrest), which is the parent company of LLC Sky Mobile (Sky Mobile), a
mobile operator in Kyrgyzstan. Crowell granted the Company two call options over the entire issued share capital of Menacrest. The loan has been recorded in long-term loans receivable and related accrued interest of US$26,790 in other current
assets.

As of 31 December 2007 amounts held by Lillian at Citibank N.A. included US$120,000 on an escrow account and US$80,000 on a
control account. Funds were placed on the escrow and control accounts in accordance with Lillians obligations to Golden Telecom under the terms of the Merger Agreement executed in connection with the acquisition of Golden Telecom. This deposit
was released from the escrow and control accounts and used to pay Golden Telecom shareholders for their tendered shares in February 2008. (Note 3).



F-37



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|12. | Supplemental Balance Sheet Information (continued)
|--- | --------------------------------------------------



Other current accrued liabilities consisted of the following at December 31:



|                                                  |  |      |         |      |   |        
|------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                  |  | 2008 |         | 2007
|Cash rights for shares of Golden Telecom          |  | $    | 145,930 |      |   |       
|Interest payable                                  |  |      | 84,606  |      |   | 24,712 
|Current portion of stock option reserve (Note 19) |  |      |        |      |   | 143,563
|Accrued income                                    |  |      | 17,002  |      |   | 4,559  
|Derivatives                                       |  |      |        |      |   | 10,912 
|Other accrued liabilities                         |  |      | 41,217  |      |   | 2,368  
|                                                  |  |      |         |      |   |        
|Total current accrued liabilities                 |  | $    | 288,755 |      | $ | 186,114
|                                                  |  |      |         |      |   |        

Cash rights for shares of Golden Telecom represents amount not paid to
the previous shareholders of Golden Telecom as of December 31, 2008.

Other non-current liabilities consisted of the following at
December 31:



|                                                          |  |      |         |      |   |       
|--------------------------------------------------------- |  | ---- | ------- | ---- | - | ------
|                                                          |  | 2008 |         | 2007
|Asset retirement obligations                              |  | $    | 29,717  |      | $ | 21,095
|Long term deferred revenue                                |  |      | 29,470  |      |   |      
|Stock option reserve (Note 19)                            |  |      |        |      |   | 15,845
|Derivatives                                               |  |      | 8,544   |      |   |      
|Other non-current liabilities, including FIN 48 provision |  |      | 55,094  |      |   | 15,674
|                                                          |  |      |         |      |   |       
|Total other non-current liabilities                       |  | $    | 122,825 |      | $ | 52,614
|                                                          |  |      |         |      |   |       

On December 24, 2008 VimpelCom modified its stock-based
compensation program to satisfy equity classification requirements. As a result, the stock historical based compensation provision accrued at the modification date in the amount of US$12,030 was reclassified from liability to equity (Note
19).



|13. | Short and Long Term Debt
|--- | ------------------------

VimpelCom
finances its operations using a variety of lenders in order to minimize total borrowing costs and maximize financial flexibility. The Company continues to use bank debt and lines of credit and issued Notes to fund operations, including capital
expenditures.

The following table provides a summary of outstanding bank loans, equipment financing indebtedness, capital lease obligations
and other debt as of:



|                                          |  |                  |           |                  |   |          
|----------------------------------------- |  | ---------------- | --------- | ---------------- | - | ---------
|                                          |  | December 31,2008 |           | December 31,2007
|Bank loans, less current portion          |  | $                | 6,405,492 |                  | $ | 2,088,438
|Long-term portion of equipment financing  |  |                  | 127,807   |                  |   | 151,659  
|Long -term portion of capital leases      |  |                  | 406       |                  |   |         
|                                          |  |                  |           |                  |   |          
|Total long-term debt                      |  | $                | 6,533,705 |                  | $ | 2,240,097
|                                          |  |                  |           |                  |   |          
|                                          |  |                 
|Bank loans, current portion               |  | $                | 1,705,777 |                  | $ | 419,495  
|Short-term portion of equipment financing |  |                  | 88,704    |                  |   | 81,050   
|Short-term portion of capital leases      |  |                  | 739       |                  |   |         
|Other debt                                |  |                  | 114,001   |                  |   | 25,967   
|                                          |  |                  |           |                  |   |          
|Bank and other loans, current portion     |  | $                | 1,909,221 |                  | $ | 526,512  
|                                          |  |                  |           |                  |   |          



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Bank Loans

Bank loans consisted of the following as of December 31:



|                                          |  |      |            |   |      |   |           |  
|----------------------------------------- |  | ---- | ---------- | - | ---- | - | --------- | -
|                                          |  | 2008 |            |   | 2007 |  
|Syndicated Facility B (1)                 |  | $    | 2,000,000  |   |      | $ |          |  
|Eurobonds (2)                             |  |      | 2,000,000  |   |      |   |          |  
|UBS (Luxembourg) S.A. (3)                 |  |      | 1,417,234  |   |      |   | 1,417,234 |  
|Sberbank (4)                              |  |      | 829,230    |   |      |   | 309,337   |  
|Syndicated Facility (Euro) (5)            |  |      | 777,179    |   |      |   |          |  
|Ruble Bonds (6)                           |  |      | 340,363    |   |      |   |          |  
|Citibank International plc (7)            |  |      | 275,000    |   |      |   |          |  
|EBRD  loan to KaR-Tel (8)                |  |      | 127,965    |   |      |   | 90,000    |  
|Standart Bank PLC  loan to URS (9)       |  |      | 100,000    |   |      |   | 100,000   |  
|Svenska Handelsbanken AB (10)             |  |      | 81,866     |   |      |   | 106,067   |  
|Citibank N.A. (11)                        |  |      | 61,191     |   |      |   | 77,634    |  
|Raiffeisenbank Austria  loan to URS (12) |  |      | 32,000     |   |      |   | 40,000    |  
|Bayerische Landesbank  loan to URS (13)  |  |      | 32,000     |   |      |   | 40,000    |  
|Bayerische Hypo- und Vereinsbank AG (14)  |  |      | 25,020     |   |      |   | 41,038    |  
|OTP Bank  loan to URS (15)               |  |      | 10,000     |   |      |   | 10,000    |  
|Citibank/Sumitomo (16)                    |  |      |           |   |      |   | 229,400   |  
|Citibank/Standard Bank London (17)        |  |      |           |   |      |   | 47,223    |  
|Other loans                               |  |      | 2,221      |   |      |   |          |  
|                                          |  |      |            |   |      |   |           |  
|                                          |  |      | 8,111,269  |   |      |   | 2,507,933 |  
|Less current portion                      |  |      | (1,705,777 | ) |      |   | (419,495  | )
|                                          |  |      |            |   |      |   |           |  
|Total long-term bank loans                |  | $    | 6,405,492  |   |      | $ | 2,088,438 |  
|                                          |  |      |            |   |      |   |           |  



|(1) | 
|--- | 

On February 8, 2008, VimpelCom entered
into a new loan agreement for an aggregate principal amount of US$3,500,000. ABN AMRO Bank N.V., Barclays Capital, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank plc, ING Bank N.V. and UBS Limited jointly committed to provide a US$1,500,000 bridge
term loan facility (Facility A) and a US$2,000,000 term loan facility (Facility B) to partially finance the acquisition of Golden Telecom by a subsidiary of the Company. Facility A was required to be refinanced
within 12 months by an issuance of bonds or other form of financing, subject to market conditions. Facility B is required to be repaid in equal semi-annual instalments starting from the date falling 12 months after the signing date. Facility A
bore interest at LIBOR plus margins of 0.75% per annum for first 6 months; 1% per annum for the period from 7 to 9 months; and 1.25% per annum thereafter. Facility B bears interest at London Interbank Offered Rate (LIBOR)
plus a margin of 1.5% per annum. On February 19, 2008, VimpelCom drew down US$3,500,000 under the loan agreement. At the end of March 2008 the Mandated Lead Arrangers and Bookrunners completed the syndication of Facility B. On May 6,
2008, the Company fully repaid Facility A from the proceeds of two loans from VIP Finance Ireland Limited in an aggregate principal amount of US$2,000,000, funded by the issuance of limited-recourse loan participation notes by VIP Finance Ireland
Limited on April 30, 2008 (as further described below). The principal amount of debt outstanding under Facility B as of December 31, 2008 was US$2,000,000.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Bank Loans (continued)



(2)

On April 30, 2008, VIP Finance Ireland Limited completed an offering of an aggregate principal amount of US$2,000,000 loan participation notes, split equally between five-year and 10-year tranches, for the sole purpose of funding loans
in an aggregate principal amount of US$2,000,000 to VimpelCom. The five-year US$1,000,000 issue (the 2013 Notes) and related loan in the same principal amount bear interest at an annual rate of 8.375% payable semi-annually and are
due in April 2013. The 10-year US$1,000,000 issue (the 2018 Notes) and related loan in the same principal amount bear interest at an annual rate of 9.125% payable semi-annually and are due in April 2018. The loan participation
notes are listed on the Irish Stock Exchange and are with limited recourse to VIP Finance Ireland Limited. VimpelCom raised this financing (i) to repay Facility A under the loan agreement entered into on February 8, 2008 (as described
above), in connection with its acquisition of Golden Telecom and (ii) to continue the development and expansion of the Companys networks, including through possible acquisitions or investments in existing wireless operators within Russia
or abroad, by establishing new wireless operators or by entering into local partnerships or joint ventures within Russia or abroad. On May 6, 2008, Facility A was fully repaid in the amount US$1,500,000. Deferred financing costs relating to the
2013 Notes offering and 2018 Notes offering (which include gross issuance costs) comprised US$8,027 and US$8,327 respectively and will be amortized over 5 and 10 years respectively.

(3)

Starting in June of 2004, VimpelCom entered into a series of loan agreements (the
Loans) with UBS (Luxembourg) S.A., (UBS), whereby various amounts were borrowed to finance operations and capital expenditures. UBS then completed a series of offerings of loan participation notes (the
Notes) for the sole purpose of funding the loans to VimpelCom. The Notes are listed on the Luxembourg Stock Exchange and are without recourse to UBS. The following outlines the amounts borrowed and the respective interest rates
and due dates for each series of the Loans.



|              |  |           |  |                |  |                |         |              |      |   |           |   |           |  |   |          
|------------- |  | --------- |  | -------------- |  | -------------- | ------- | ------------ | ---- | - | --------- | - | --------- |  | - | ---------
|Date Borrowed |  | Due Date  |  | Payment Period |  | AmountBorrowed |         | InterestRate |      |   | 31-Dec-08 |   | 31-Dec-07
|16-Jun-04     |  | 16-Jun-09 |  | Semi-annually  |  | $              | 250,000 |              | 10   | % |           | $ | 17,234    |  | $ | 17,234   
|14-Jul-04     |  | 16-Jun-09 |  | Semi-annually  |  |                | 200,000 |              | 10   | % |           |   | 200,000   |  |   | 200,000  
|22-Oct-04     |  | 22-Oct-11 |  | Semi-annually  |  |                | 300,000 |              | 8.38 | % |           |   | 300,000   |  |   | 300,000  
|11-Feb-05     |  | 11-Feb-10 |  | Semi-annual    |  |                | 300,000 |              | 8    | % |           |   | 300,000   |  |   | 300,000  
|22-May-06     |  | 22-May-16 |  | Semi-annually  |  | $              | 600,000 |              | 8.25 | % |           |   | 600,000   |  |   | 600,000  
|              |  |           |  |                |  |                |         |              |      |   |           |   |           |  |   |          
|Total         |  |           |  |                |  |                |         |              |      |   |           | $ | 1,417,234 |  | $ | 1,417,234
|              |  |           |  |                |  |                |         |              |      |   |           |   |           |  |   |          



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Bank Loans (continued)



On May 22, 2006, UBS and VimpelCom entered into a Loan for $600,000 and reduced the principal
amount of the Loan dated June 16, 2004 to $17, 234. UBS completed an offering of US$600,000 8.25% loan participation notes due 2016 (the 2016 Notes) for the sole purpose of funding such US$600,000 loan (the 2016
Loan) to VimpelCom. US$367,234 principal amount of the 2016 Notes was issued in a concurrent offer (the Concurrent Offer) for cash consideration and US$232,766 principal amount of the 2016 Notes was issued in an exchange
offer (the Exchange Offer) in exchange for an equal principal amount of validly tendered and accepted 10.0% loan participation notes due 2009 (the 2009 Notes) issued in June and July 2004. As a consequence of
the Exchange Offer, the obligation of UBS to advance the remaining US$232,766 principal under the 2016 Loan was offset against the tendered 2009 Notes, thereby reducing the aggregate outstanding principal amount due under the Loans due June 16,
2009 from US$450,000 to US$217,234. Deferred financing costs relating to the 2016 Notes offering (which includes gross issuance cost and the compensatory fee connected with the Exchange Offer) comprised US$28,421 and will be amortized over 10 years.

(4)

In April 2004, Sberbank
provided a five-year, US dollar denominated, secured, non-revolving credit line of US$130,000 to VimpelCom. The loan is to be repaid in eight equal installments, on a quarterly basis, commencing February 27, 2007. The interest rate as of
December 31, 2007, was 8.5% per annum and is subject to change by Sberbank upon the occurrence of certain events. In 2004, VimpelCom signed a series of pledge agreements with Sberbank. As of December 31, 2008, assets pledged as
collateral against this credit line included promissory notes issued by VimpelCom to Impuls-KB CJSC (Impuls-KB)as collateral against this credit line with a nominal amount of 1,610,000 thousand roubles (US$54,798 at the
exchange rate as of December 31, 2008). Under the loan agreement, VimpelCom is subject to certain defined debt covenant restrictions, including several restrictions related to financial condition. In accordance with the Loan Agreement Sberbank
has the right to increase the annual interest rate by not more than 1.3 times when the legal reserve requirements established by Central Bank of Russian Federation have increased by more than 20%. From November 1, 2008 Sberbank increased the
interest rate up to 9.25%. The principal amount outstanding under this credit line, as of December 31, 2008, was US$16,225.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Bank Loans (continued)



On August 31, 2006, Sberbank provided VimpelCom with a three-year Russian rouble denominated
non-revolving credit line in the amount of 6,000 million Russian roubles (US$204,218 at the exchange rate as of December 31, 2008). The loan bears annual interest at a rate of 8.5%, which may be changed unilaterally by Sberbank upon the
occurrence of certain events, such as a change in Russian law or a change in the interest rate of the Central Bank of Russia. As of December 31, 2008, assets pledged as collateral against this loan consisted of promissory notes issued by
VimpelCom to RTI Service-Svyaz (RTI) and Impuls-KB with a nominal amount of 3,830,000 thousand roubles (US$130,359 at the exchange rate as of December 31, 2008). The loan will be repaid in three quarterly installments,
the first of which will be on February 27, 2009, and the last of which will be on August 30, 2009. On February 26, 2007 VimpelCom drew down 6,000 million Russian roubles under this non-revolving credit line with Sberbank. In
accordance with the Loan Agreement Sberbank has the right to increase the annual interest rate by not more than 1.3 times when the legal reserve requirements established by Central Bank of Russian Feseration have increased by more than 20%. From
November 1, 2008 Sberbank increased the interest rate up to 9.75%. As of December 31, 2008, the principal debt outstanding under this loan agreement was 6,000 million Russian roubles (US$204,218 at the exchange rate as of
December 31, 2008).

On February 14, 2008, VimpelCom signed a five year credit line with Sberbank in the amount of US$750,000 with
the following draw down in Russian rubles at the exchange rate at the date of the draw down. The credit line bears annual interest at a rate of 9.5% for the first two years and 9.25% for the third and subsequent years. The Company drew down the loan
during the availability period by three disbursements: the first disbursement was on February 29, 2008 in the amount of 4,823 million Russian rubles, the second disbursement was on June 6, 2008 in the amount of 9,616 million
Russian rubles and the final disbursement was June 26, 2008 in the amount of 3,447 million Russian rubles. In accordance with the Loan Agreement Sberbank has the right to increase the annual interest rate by not more than 1.3 times when
the legal reserve requirements established by Central Bank of Russian Federation have increased by more than 20%. From November 1, 2008 Sberbank increased the interest rate up to 11%. The amount of debt outstanding under this loan as of
December 31, 2008 was US$608,787, the equivalent to RUR 17,886 million.

(5)

On October 15, 2008, VimpelCom signed and borrowed under a new unsecured loan agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Capital,
BNP Paribas, Commerzbank Aktiengesellschaft, Standard Bank Plc, Sumitomo Mitsui Banking Corporation Europe Limited and WestLB AG, London Branch as mandated lead arrangers and bookrunners. The total commitments at the signing date were EUR476
million. The facility is required to be repaid in five equal semi-annual instalments starting from October 16, 2009. The rate of interest for the facility is EURIBOR plus 2.30% per annum. In November and December 2008 the agreement was
amended to increase the commitments by EUR 75 million. The principal amount of debt outstanding under this loan agreement as of December 31, 2008 was EUR551 million, or US$777,179 at the exchange rate as of December 31, 2008.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Bank Loans (continued)



(6)

On July 25, 2008, VimpelCom-Invest LLC (Vimpelcom-Invest), a consolidated Russian subsidiary of VimpelCom, issued Russian ruble-denominated bonds in an aggregate principal amount of 10,000 million rubles
(US$427,749 at exchange rate as of July 25, 2008). The bonds are due on July 19, 2013, and bondholders have a put option exercisable on January 22, 2010, at 100% of nominal value plus accrued interest. Interest is to be paid
semi-annually. The annual interest rate for the first three payment periods is 9.05%. VimpelCom-Invest will determine the annual interest rate for subsequent periods no later than seven business days before the third interest payment. The amount of
debt outstanding under this loan as of December 31, 2008 was 10,000 million rubles, the equivalent to US$340,363.

(7)

As of the date of VimpelComs acquisition of Golden Telecom (Note 3), Golden Telecom was a party to a five-year term facility agreement
(the Facility Agreement) with banks, financial institutions and other institutional lenders as lenders, Citibank, N.A. London Branch and ING Bank N.V. as mandated lead arrangers, and Citibank International plc as agent. The
Facility Agreement established an unsecured credit facility under which Golden Telecom, GTS Finance, Inc. and EDN Sovintel LLC (Sovintel), wholly-owned subsidiaries of Golden Telecom, may borrow up to an aggregate of US$275,000.
The Facility Agreement bears interest at a rate equal to LIBOR plus 1.5% per annum for the first twenty-four months and LIBOR plus 2% per annum thereafter and matures in January, 2012. In April 2008, Sovintel borrowed an additional
US$50,000 under the Facility Agreement bringing the total amount borrowed and outstanding under the Facility Agreement as of December 31, 2008 to US$275,000.

(8)

On December 16, 2005, KaR-Tel signed a US$100,000 loan agreement with the EBRD. The EBRD
granted US$50,000 from its own sources and another US$50,000 was granted by participation with a group of banks: Citigroup, Bayerische Hypo- und Vereinsbank, Raffeisen Zentralbank Osterreich and Nordea Bank AB. The original interest rate was LIBOR
plus 3.9% for the tranche from the EBRD and LIBOR plus 3.5% for the tranche from the participant banks. VimpelCom provided a parent guarantee for up to US$20,000. As of December 31, 2007, the principal debt under this loan agreement was
US$90,000. On December 29, 2007, KaR-Tel and EBRD signed the Amended and Restated Loan Agreement in which the parties agreed to increase the amount of the loan facility available to KaR-Tel up to US$130,000 and to amend certain other terms and
conditions. EBRD provided US$65,000 from its own sources, and the remaining US$65,000 provided by a group of banks (Raiffeisen Zentralbank Osterreich, Calyon and Nordea). The interest rate is 6-month LIBOR plus 2.05% per annum for the tranche
provided by EBRD and 6-month LIBOR plus 1.85% per annum for the tranche provided by the group of banks. The amended agreement allows for the extension of the debt up to 7 years and effected from April 10, 2008, the date when the
participating banks signed the agreement. The loan has a number of financial covenants that in case of breach would require KaR-Tel to repay the debt before the stated maturity date. The amount of debt outstanding under this loan as of
December 31, 2008 was US$127,965.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Bank Loans (continued)



(9)

On March 26, 2007, VimpelComs wholly owned subsidiary Ukrainian Radio Systems CJSC (URS) signed a US$100,000 loan agreement with Standard Bank Plc, SMBC and VTB Bank Europe plc. The facility bears interest at a
rate of LIBOR plus 1.15% and is fully guaranteed by VimpelCom. The loan will be repaid in five installments, starting from March 26, 2009. On September 18, 2007, URS drew down US$100,000 under this loan agreement. As of December 31,
2008, the principal amount of debt outstanding under this facility was US$100,000.

(10)

On February 24, 2004, Svenska Handelsbanken AB provided a seven-year, US dollar denominated credit line of US$69,700 to VimpelCom under guarantee of the
Swedish Export Credits Guarantee Board (EKN). The loan is to be repaid in fourteen equal installments, on a semi-annual basis, commencing not later than November 20, 2004. The loan bears interest at the rate of six-month
LIBOR plus 0.325%, which is payable semi-annually. Under the loan agreement, VimpelCom is subject to certain defined debt covenant restrictions, including several restrictions related to financial condition. The principal amount outstanding under
this credit line as of December 31, 2008, was US$24,892.

On November 3, 2005, VimpelCom signed a US$99,705 loan agreement with
Svenska Handelsbanken AB under an EKN guarantee. The loan bears interest at LIBOR plus 0.325% per annum. Each tranche borrowed under this loan is to be repaid in fourteen equal installments on a semi-annual basis commencing not later than
May 30, 2006. The facility was available for drawing until and including April 30, 2006. As of December 31, 2008, the principal debt under this loan agreement was US$56,974.

(11)

On November 1, 2006, VimpelCom signed a
six-year US$99,350 loan agreement arranged by Citibank N.A., and insured by Euler Hermes Kreditversicherungs AG. The loan bears interest at the rate of LIBOR plus 0.1% per annum. The first tranche borrowed under this loan is to be repaid in
twelve equal installments on a semi-annual basis commencing on November 21, 2006. The second tranche borrowed under this loan is to be repaid in twelve equal installments on a semi-annual basis commencing not later than May 6, 2007. The
principal amount of debt outstanding under this loan as of December 31, 2008 was US$61,191.

(12)

On October 19, 2006 URS signed a US$40,000 loan agreement with Raiffeisen Zentralbank Österreich Aktiengesellschaft. The facility bears interest at
a rate of LIBOR plus 1.25% and is fully guaranteed by VimpelCom. The loan should be repaid in five equal quarterly installments starting on October 17, 2008. As of December 31, 2008, the principal amount of debt outstanding under this loan
agreement was US$32,000.

(13)

On
December 12, 2006 URS signed a US$40,000 loan agreement with Bayerische Landesbank. The facility bears interest at a rate of LIBOR plus 1.0 % and is fully guaranteed by VimpelCom. The loan should be repaid in five equal quarterly
installments starting on December 19, 2008. As of December 31, 2008 the principal amount of debt outstanding under this facility was US$32,000.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Bank Loans (continued)



(14)

On June 30, 2005, VimpelCom signed two unsecured loan agreements in an aggregate amount of US$59,000 with Bayerische Hypo- und Vereinsbank AG and Nordea Bank AB. The loans have identical terms and bear interest at LIBOR plus
0.35% per annum. The first loan is to be repaid in ten equal installments on a semi-annual basis commencing November 7, 2005, and the second loan is to be repaid in ten equal installments on a semi-annual basis commencing November 18,
2005. As of December 31, 2008, the principal amount outstanding under these loan agreements was US$17,565.

On June 30, 2005,
Vostok-Zapad Telecom, at the time a subsidiary of VimpelCom and since merged into VimpelCom, signed a US$22,525 loan agreement with Bayerische Hypo- und Vereinsbank AG and Nordea Bank AB under ECA guarantee. In 2006 Vostok-Zapad Telecom was merged
into VimpelCom and VimpelCom assumed Vostok-Zapad Telecoms obligations under this loan facility. The loan bears interest at LIBOR plus 0.35% per annum. The first tranche borrowed under this loan agreement is to be repaid in ten equal
installments on a semi-annual basis commencing November 16, 2005, and the second tranche is to be repaid in ten installments on a semi-annual basis commencing April 18, 2006. As of December 31, 2008 the principal amount outstanding
under this loan agreement was US$7,455.

(15)

On November 9, 2006, URS signed a US$20,000 loan agreement with OTP Bank (formerly Raiffeisen Ukraine). The facility bears annual interest at a rate of LIBOR plus 3.0% and is fully guaranteed by
VimpelCom. The loan should be repaid in four equal quarterly installments starting on January 20, 2009. As of December 31, 2008, the principal amount outstanding under this loan agreement was US$10,000.

(16)

On November 18, 2005, VimpelCom signed
a US$250,000 syndicated loan agreement arranged by Citigroup and Sumitomo Mitsui Banking Corporation Europe Limited (SMBC). The facility was a three-year unsecured syndicated loan, consisting of a US$147 million revolving loan and
a US$103 million amortizing term loan. The facility bore interest an annual rate of LIBOR plus 1.35% for revolving loan, and LIBOR plus 1.50% for term loan and 0.15% utilization fee for disbursements over 50% of the total commitment. The interest
rate adjusts based on the Companys credit ratings. On November, 18, 2008 VimpelCom fully repaid the outstanding indebtedness. As of December 31, 2008, there was no principal debt outstanding under the facility.

(17)

On February 28, 2005, VimpelCom signed
a US$425,000 syndicated loan agreement with Citigroup and Standard Bank London Limited (Standard Bank). The facility was a three-year unsecured loan, with quarterly principal payments beginning one year after the signing date, and
bears interest at LIBOR plus 2.5% per annum. On August 29, 2006, VimpelCom signed an amendment and restated agreement to the facility agreement. Pursuant to the amended and restated facility agreement, the interest rate margin under the
facility was reduced from 2.5% to 1% p.a. and certain restrictive covenants were adjusted to be in line with covenants of the syndicated loan facility arranged on November 18, 2005, by Citigroup and SMBC. On February 28, 2008 Vimpelcom
fully repaid the outstanding indebtedness in the amount of US$47,223 on this Loan Facility. As of December 31, 2008 there was no outstanding amount under this facility.



F-45



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Equipment Financing Obligations

VimpelCom has entered into agreements with different equipment vendors for the purchase and installation of mobile telecommunications GSM network equipment. These agreements allow for the expenditures to
be deferred similar to a long term debt agreement. The following table provides a summary of VimpelComs material outstanding equipment financing indebtedness, including bank loans obtained for the purposes of financing equipment purchases.



|                              |  |      |  |                            |         |                                                                                  |      |                  |         |   |               |   |          |  |  |                                                  |  |                    
|----------------------------- |  | ---- |  | -------------------------- | ------- | -------------------------------------------------------------------------------- | ---- | ---------------- | ------- | - | ------------- | - | -------- |  |  | ------------------------------------------------ |  | -------------------
|Borrower                      |  |      |  | Vendor                     |         | Interest rate                                                                    |      | Outstanding debt |         |   | Maturity date |   | Security
|                              |  |      |  | as of December 31,         |         |                                                                                  |     
|                              |  |      |  | 2008                       |         |                                                                                  | 2007 |                  |         |  
|Vimpel Com                    |  | (1)  |  | HSBC                       |         | 6 month MOSPRIME + 0.08%                                                         |      | $                | 58,375  |   |               | $ | 82,197   |  |  | Semiannually, September 28, 2007  March 2014    |  | EKN guarantee      
|                              |  |      |  |                            |         |                                                                                  |     
|KaR-Tel                       |  | (2)  |  | Citibank International Plc |         | 6 month LIBOR +0.25%, 6 month LIBOR +0.30%                                       |      |                  | 29,498  |   |               |   | 42,011   |  |  | Semiannually, January 24, 2007 - August 28, 2011 |  | VimpelCom guarantee
|                              |  |      |  |                            |         |                                                                                  |     
|KaR-Tel                       |  | (3)  |  | HVB                        |         | 6 month LIBOR +0.2%, 6 month LIBOR +0.4%                                         |      |                  | 24,345  |   |               |   | 33,687   |  |  | Semiannually, final  December 21, 2011          |  | ATF Bank guarantee 
|                              |  |      |  |                            |         |                                                                                  |     
|KaR-Tel                       |  | (4)  |  | BaernLB (Hermes2)          |         | 6 month LIBOR + 0.38%                                                            |      |                  | 37,824  |   |               |   |         |  |  | Semiannually, final  December 27, 2012          |  | EHECA gurantee     
|                              |  |      |  |                            |         |                                                                                  |     
|Unitel                        |  | (5)  |  | Huawei                     |         | 8%                                                                               |      |                  | 30,818  |   |               |   | 17,559   |  |  | Various dates through 2008                       |  | Network equipment  
|                              |  |      |  |                            |         |                                                                                  |     
|Tacom                         |  | (6)  |  | Huawei                     |         | 8%                                                                               |      |                  | 3,195   |   |               |   | 4,886    |  |  | Various dates through 2008                       |  | Network equipment  
|                              |  |      |  |                            |         |                                                                                  |     
|URS                           |  | (7)  |  | Huawei                     |         | 7%                                                                               |      |                  |        |   |               |   | 10,817   |  |  | Various dates through 2008                       |  | None               
|                              |  |      |  |                            |         |                                                                                  |     
|ArmenTel                      |  | (8)  |  | Intracom SA                |         | from 3 month EURIBOR + 1.5% to 12 month EURIBOR + 1.5%, 12 month LIBOR plus 1.5% |      |                  | 14,728  |   |               |   | 21,005   |  |  | Various dates through 2011                       |  | None               
|                              |  |      |  |                            |         |                                                                                  |     
|ArmenTel                      |  | (9)  |  | BNP Paribas                |         | 6 month EURIBOR+0.9%                                                             |      |                  | 9,991   |   |               |   | 13,843   |  |  | Various dates through 2010                       |  | None               
|                              |  |      |  |                            |         |                                                                                  |     
|ArmenTel                      |  | (10) |  | Siemens A.E                |         | 3 month EURIBOR +1.5%                                                            |      |                  | 1,058   |   |               |   | 1,402    |  |  | Various dates through 2012                       |  | None               
|                              |  |      |  |                            |         |                                                                                  |     
|Other                         |  |      |  |                            |         |                                                                                  |      |                  | 6,679   |   |               |   | 5,302    |  |  |                                                  |  |                    
|                              |  |      |  |                            |         |                                                                                  |      |                  |         |   |               |   |          |  |  |                                                  |  |                    
|                              |  |      |  |                            |        
|Total equipment financing     |  |      |  | $                          | 216,511 |                                                                                  |      | $                | 232,709 |   |               |   |          | 
|Less current portion          |  |      |  |                            | (88,704 | )                                                                                |      |                  | (81,050 | ) |               |   |          | 
|                              |  |      |  |                            |         |                                                                                  |      |                  |         |   |               |   |          |  |  |                                                  |  |                    
|                              |  |      |  |                            |        
|Long-term equipment financing |  |      |  | $                          | 127,807 |                                                                                  |      | $                | 151,659 |   |               |   |          | 
|                              |  |      |  |                            |         |                                                                                  |      |                  |         |   |               |   |          |  |  |                                                  |  |                    



F-46



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Equipment Financing Obligations (continued)



(1)

On September 10, 2007, VimpelCom signed a facility agreement with HSBC Bank PLC. This is a rouble denominated Swedish export credit facility supported by EKN for the total amount of 2,100 million Russian roubles. The facility is
to finance equipment and services provided to VimpelCom by Ericsson on a reimbursement basis. The outstanding balance including the accrued interest under this loan as of December 31, 2008 was US$58,375.

(2)

On September 6, 2005, KaR-Tel signed a
US$30,000 facility agreement with Citibank Int. plc. under an English Credit Guarantee Department (ECGD) guarantee. The purpose of the loan is refinancing of telecommunications equipment delivered from Motorola. VimpelCom provided
a parent guarantee for up to US$30,000. Principal amount will be repaid by equal semi-annual payments with interests equal to 6mLibor + 0.25% p.a. As of December 31, 2008 the outstanding balance including the accrued interest was US$10,204
under this loan.

On June 19, 2007, KaR-Tel signed a US$28,599 Facility Agreement with Citibank International plc under an ECGD
guarantee. The purpose of the loan is refinancing the deliveries of Motorola telecommunications equipment in 2006-2007. VimpelCom extended its parent guarantee covering the September 6, 2005 loan between KaR-Tel and Citibank International plc,
guaranteed by ECGD, to cover this June 19, 2007 loan, for an aggregate parent guarantee of up to US$30,000 for both loans. Principal amount will be repaid by equal semi-annual payments with interests equal to 6mLibor + 0.30% p.a. The
outstanding balance including the accrued interest under this loan as of December 31, 2008 was US$19,294.

(3)

On September 14, 2006 KaR-Tel borrowed USD $31,320 under a loan agreement with the Bayerische Hypo- und Vereinsbank AG (HVB). The
facility is guaranteed by Euler Hermes Kreditversicherungs AG. The loan was provided with a guarantee from ATF Bank amounting to US$20,000. The facility was secured by a pledge of telecommunication equipment with a pledge value of USD 23,756.
Principal amount will be repaid by equal semi-annual payments with interests equal to 6mLibor + 0.4% p.a. The outstanding balance including the accrued interest as at December 31, 2008, was US$15,523.

On June 26, 2007 KaR-Tel signed a EUR10,624 loan agreement with HVB to refinance the deliveries of Ericsson equipment through 2006  2007.
Principal amount will be repaid by equal semi-annual payments with interests equal to 6mLibor + 0.2% p.a. The Facility is guaranteed by EKN export credit agency. The outstanding balance including the accrued interest under this loan as of
December 31, 2008 was US$8,822.

(4)

On May 5, 2008, KaR-Tel signed a loan agreement with Bayerische Landesbank, Germany for an aggregate principal amount of US$47,500. The funds were borrowed to reimburse capital expenditures for Alcatel-Lucent Deutschland AG
telecommunication equipment. The principal amount will be repaid in 10 equal semi-annual payments plus interest equal to 6-month LIBOR + 0.38% per annum. The maturity date of the loan is December 27, 2012. The loan is guaranteed by Euler
Hermes Export Credit Agency. The loan is not secured. The outstanding balance including the accrued interest under this loan as of December 31, 2008 was US$ 37,824.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Equipment Financing Obligations (continued)



(5)

In 2006 Unitel entered into several deferred payment agreements with Huawei Technologies (Huawei) for the purchase of telecommunications equipment for an amount up to US$10,743. This indebtedness is secured by the
equipment acquired from Huawei and is due on various dates through 2008. As of December 31, 2008 there was no outstanding balance including the accrued interest under these agreements.

In February 2007 Unitel entered into a vendor financing agreement with Huawei providing for financing of an amount up to US$6,900. This debt is secured by
the pledge of equipment acquired from Huawei. In April 2007 the parties signed a Supplementary Agreement, increasing total value of the vendor financing agreement up to $7,800. The outstanding balance including the accrued interest under this vendor
financing agreement as of December 31, 2008, was US$670.

In July 27, 2007 Unitel entered into a vendor financing agreement with
Huawei, for an amount up to US$6,265. This debt is secured by the pledge of equipment acquired from Huawei. On September 29, 2007 Unitel entered into an additional vendor financing agreement with Huawei for financing of an amount up to
US$9,600. This debt is also secured by the pledge of equipment acquired from Huawei. The outstanding balance including the accrued interest under this vendor financing agreement as of December 31, 2008, was US$1,634.

In October 2007 Unitel entered into vendor financing agreement with Huawei providing for financing of an amount up to $8,676. This debt is secured by the
pledge of equipment acquired from Huawei. The outstanding balance including the accrued interest under this vendor financing agreement as of December 31, 2008, was US$2,471.

On February 15, 2008, the Companys wholly-owned subsidiary Unitel entered into a new vendor financing agreement with Huawei providing for financing of an amount up to US$31,591. This debt is
secured by the pledge of equipment acquired from Huawei. The facility bears interest at 8% per annum. On June 12, 2008, the Companys wholly-owned subsidiary Unitel entered into new vendor financing agreements with Huawei providing
for financing of an amount up to US$18,835. This debt is secured by the pledge of equipment acquired from Huawei. The facility bears interest at 8% per annum. The outstanding balance including the accrued interest under agreements with Huawei
as of December 30, 2008 was US$26,043.

(6)

In April, 2006, Tacom entered into a vendor financing arrangement with Huawei for the purchase of the GSM equipment. This indebtedness is secured by the equipment acquired from Huawei. As of
December 31, 2008, outstanding balance including the accrued interest under this agreement including the accrued interest was US$3,195.

(7)

On June 30, 2006, URS and Huawei signed a vendor financing agreement with a total contract value of US$16,819. As of
December 31, 2008, there were no outstanding balance under this agreement.



F-48



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Equipment Financing Obligations (continued)



(8)

On November 16, 2006, when VimpelCom completed the acquisition of ArmenTel (Note 3), ArmenTel had vendor financing agreements with Intracom SA. The following loans were used for purchasing telecommunications equipment and
developing their network:

The loan for the total amount of EUR48,726 was signed on July 1, 2002. The balance, including accrued
interest, as of December 31, 2008, is $9,648. The loan matures in June 2012.

Three loans, for the total amount of EUR6,905, were signed
on October 20, 2005, March 23, 2006, and April 14, 2006. The cumulative balances, including accrued interest, as of December 31, 2008 amounted to US$5,080.

(9)

ArmenTel entered into a vendor financing agreement with BNP Paribas on March 21, 2006,
for financing telecommunication equipment with Siemens Belgium. The outstanding balance, including accrued interest, as at December 31, 2008 was US$9,991.

(10)

ArmenTel signed a vendor financing agreement with Siemens AE for financing telecommunication
equipment on March 30, 2006. The outstanding balance, including accrued interest, as at December 31, 2008 was US$1,058.

Future payments under bank loans, equipment financing and capital lease agreements and other debt are as follows:



|           |  |          
|---------- |  | ---------
|2009       |  | 1,909,221
|2010       |  | 1,991,560
|2011       |  | 1,502,556
|2012       |  | 324,260  
|2013       |  | 1,098,288
|Thereafter |  | 1,617,041
|           |  |          
|Total      |  | 8,442,926
|           |  |          

Other Debt

In April 2007, VimpelCom entered into an agreement to sell a 33.3% ownership interest in its wholly-owned subsidiary, Freevale Enterprises, Inc. (BVI) for a
sale price of US$20,000. Freevale Enterprises owns 21.0% of Unitel. The sale effectively represents 7% of Unitel. The transaction was finalized on June 14, 2007. In connection with this agreement, the purchaser granted to VimpelCom an option to
acquire the entire remaining interest held by the purchaser and, simultaneously, VimpelCom granted to the purchaser an option to sell to VimpelCom the entire remaining interest held by the purchaser. The future price is based on a formula; however
in no event will the future price be less than US$57,500 or more than US$60,000. Following the provisions of EITF No. 00-4, Majority Owners Accounting for a Transaction in the Shares of a Consolidated Subsidiary and a Derivative Indexed to
the Minority Interest in That Subsidiary, the sale consideration was accounted for as a secured borrowing of US$20,000. The borrowing will be accreted to the minimum purchase price of the put and call arrangement up to August 31, 2009,
which is the date at which the put and call options first become exercisable. As of December 31, 2008, principal amount of debt outstanding under this agreement was US$41,871.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|13. | Short and Long Term Debt (continued)
|--- | ------------------------------------



Other Debt (continued)



In November and December 2008, VimpelCom issued promissory notes in the amount equivalent to US$81,660
as of December 31, 2008. The promissory notes were issued as an advance payment to secure future services. The promissory notes are ruble-denominated and bear no interest. They mature at weekly intervals within the period up to November, 2009.
As of December 31, 2008 the outstanding debt under promissory notes was US$72,130.



|14. | Equity
|--- | ------

In 1996, VimpelCom issued
6,426,600 shares of preferred stock. As of December 31, 2008, all of the shares of preferred stock were owned by Eco Telecom. Each share of preferred stock entitles its holder to (i) one vote, (ii) to receive a fixed dividend of .001
rouble per share per year and (iii) to receive a fixed liquidation value of .005 rouble per share in the event of VimpelComs liquidation, to the extent there are sufficient funds available. As of December 31, 2008, the official
exchange rate was 29.3804 rubles per 1 US dollar. Each share of preferred stock is convertible into one share of common stock at any time after June 30, 2016, at the election of the holder upon payment to VimpelCom of a conversion premium equal
to 100% of the market value of one share of common stock at the time of conversion.

On April 22, 2005, VimpelComs Board of
Directors (the Board) approved Amendment No. 1 to the Amended and Restated Stock Option Plan (the Plan) in order to increase the maximum aggregate number of shares authorized under the plan from 250,000 to
450,000 and to extend the expiration date of the Plan from December 31, 2006, to December 31, 2015. In June 2005, VimpelCom purchased 135,508 shares of its common stock for US$18,374 in open market transactions and then transferred these
shares to VC ESOP N.V. VimpelCom utilized the purchased shares for the issuance of stock based compensation awards under the Plan. On April 7, 2006, the Board approved Amendment No. 2 to the Plan in order to increase the maximum aggregate
number of share authorized under the Plan from 450,000 to 650,000. In April and May 2006, VC ESOP N.V. purchased 200,000 shares of VimpelComs common stock for US$38,535 in open market transactions, the purchased shares were utilized for the
issuance of stock based compensation awards under the Plan. On May 24, 2006, the Board approved Amendment No. 3 to the Plan making certain amendments to the method of exercise under the Plan.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|14. | Equity (continued)
|--- | ------------------



On December 14, 2006, the Board approved Amendment No. 4 to the Plan in order to increase the
maximum aggregate number of shares authorized under the Plan from 650,000 to 1,050,000 and established a systematic purchasing plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act), to
facilitate repurchases of up to 1,600,000 ADSs (before the change in the ADS ratio mentioned below). Rule 10b5-1 permits a public company to repurchase its shares at times when it ordinarily would not be in the market because of self-imposed trading
blackout periods. Under VimpelComs Rule 10b5-1 plan, certain specified amounts of ADSs may be purchased on a daily basis provided that specified trading prices are achieved. Purchases may be made in the open market or through privately
negotiated transactions, all in accordance with U.S. and Russian securities law, including the volume, price, timing and other requirements of Rule 10b-18 of the Exchange Act. VimpelComs Rule 10b5-1 plan commenced on May 1, 2007, and
800,000 ADSs (the equivalent of 200,000 shares of the Companys common stock, prior to the adjustment in the ADS ratio mentioned below) were repurchased between May 1, 2007, and May 8, 2007, at an average price of US$101.29 (pre-ADS
split as discussed below), for a total aggregate consideration of approximately US$81,069.

In connection with the Plan in 2008 VimpelCom
established a systematic purchasing plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate repurchases of up to 4,000,000 of the Companys American Depositary Shares (ADSs), which is
equivalent to 200,000 shares of the Companys common stock (as adjusted for the change in the ADS ratio mentioned below). In June and July 2008, VC ESOP N.V. purchased 200,000 shares of VimpelComs common stock for US$114,476 in open
market transactions, the purchased shares were utilized for the issuance of stock based compensation awards under the Plan.

The shares held
by VC ESOP N.V. (663,614 shares and 504,182 shares as of December 31, 2008 and 2007, respectively) were treated as treasury shares in the accompanying consolidated financial statements.

In March 2007, the Board approved the Companys dividend policy. Subject to the constraints and guidelines contained in the dividend policy as well as
those under Russian law, the policy contemplates that the Board will recommend the payment of cash dividends annually and the amount of the annual dividend will generally be equal to at least 25.0% of the consolidated net income (which is equivalent
to net income attributable to VimpelCom following our adoption of SFAS 160), as determined under U.S. GAAP.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|14. | Equity (continued)
|--- | ------------------



In 2007 a dividend was paid in the amount of 166.88 Russian rubles per share of the common stock (or
approximately US$0.32 per ADS based on the Russian Central Bank exchange rate as of date of approval, June 29, 2007, as adjusted for the change in the ADS ratio mentioned below) based on the results of the 2006 fiscal year, amounting to a total
of RUR 8.6 billion (or approximately $331,742 based on the Russian Central Bank exchange rate as of June 29, 2007). In accordance with Russian tax legislation, VimpelCom withheld a tax of up to 30% on the dividend amount upon payment,
which was approximately RUR1.2 billion (or approximately $44,664 based on the Russian Central Bank exchange rate as of June 29, 2007). At the Annual General Shareholders Meeting held on June 9, 2008 the shareholders approved payment
of a cash annual dividend to holders of common registered shares in the amount of 270.01 Russian rubles per common share of VimpelCom stock, or approximately $0.57 per ADS based on the Russian Central Bank exchange rate as of June 9, 2008 based
upon the results of the 2007 fiscal year, amounting to a total of RUR 13.85 billion (or approximately $588,580 based on the Russian Central Bank exchange rate as of June 9, 2008). In accordance with Russian tax legislation, VimpelCom
withheld a tax of up to 15% on the dividend amount, which was approximately RUR1.9 billion (or approximately $79,080 based on the Russian Central Bank exchange rate as of June 9, 2008).

On February 4, 2009, the Board of the Company has decided unanimously to recommend to the Annual General Shareholders meeting that the Company not pay
dividends on its common stock based on 2008 results.

On August 8, 2007, VimpelCom announced a change in the ratio of its ADSs traded on
the NYSE from four ADSs for one common share to 20 ADSs for one common share effective August 21, 2007. To implement the ratio change, VimpelCom ADS holders of record at the close of business on August 17, 2007, received four additional
ADSs for every ADS held. The distribution date to ADS holders was August 21, 2007. There were no changes to VimpelComs underlying common shares. All amounts in the accompanying financial statements have been restated to reflect the
revised ratio, except where otherwise indicated.

Each outstanding share of VimpelComs common stock entitles its holder to participate
in shareholders meetings, to receive dividends in such amounts as have been validly approved by shareholders, and in the event of VimpelComs liquidation, to receive part of VimpelComs assets to the extent there are sufficient funds
available.

In accordance with Russian legislation, VimpelCom can distribute all profits as dividends or invest them into the operations.
Dividends may only be declared from accumulated undistributed and unreserved earnings as shown in the Russian statutory financial statements, not out of amounts previously transferred to reserves. In accordance with Russian tax legislation,
dividends are subject to a withholding tax of up to 15% when payable, starting from January 1, 2008. Transfers to reserves have been insignificant through December 31, 2008. As of December 31, 2008, VimpelComs retained earnings
distributable under Russian legislation were US$4,382,089 (non-audited), at the official year-end exchange rate.



F-52



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|15. | Income Taxes
|--- | ------------



VimpelCom and its subsidiaries file their tax returns as prescribed by the tax laws of the jurisdictions
in which they operate. The provision for income taxes varies from the amount computed by applying the statutory rate (24%) to income before taxes due to certain tax benefits allowed under applicable tax legislation, the non-deductibility of
certain expenses and income (loss) being generated in jurisdictions having different tax rates (Kazakhstan  30%, Ukraine and Tajikistan  25%, Armenia  20%, Georgia  15%, in Uzbekistan there is a complex income tax regime,
that results in an effective rate of approximately 18%). In 2008, the governments of the Russian Federation and Kazakhstan enacted tax law changes which decreased the tax rates to 20% effective January 1, 2009. As the tax rate change was
enacted in 2008, the impact on deferred tax balances ($137,762) is reflected as of December 31, 2008. Income tax exemptions relate primarily to accumulated tax losses, which may be carried forward for use against future taxable income. However,
tax losses do not have an effect on Income Tax Rate (unless reserved by a valuation allowance). Non-deductible expenses consist primarily of legal, consulting, representational and other expenses in excess of allowable limits.

Income tax expense consisted of the following for the years ended December 31:



|                     |  |      |         |   |      |   |         |  |   |        
|-------------------- |  | ---- | ------- | - | ---- | - | ------- |  | - | -------
|                     |  | 2008 |         |   | 2007 |   | 2006   
|Current income taxes |  | $    | 396,588 |   |      | $ | 561,070 |  | $ | 330,520
|Deferred taxes       |  |      | (92,654 | ) |      |   | 32,858  |  |   | 60,143 
|                     |  |      |         |   |      |   |         |  |   |        
|                     |  | $    | 303,934 |   |      | $ | 593,928 |  | $ | 390,663
|                     |  |      |         |   |      |   |         |  |   |        

A reconciliation between the income tax expense reported in the
accompanying consolidated financial statements and income before taxes multiplied by the Russian Federation statutory tax rate of 24% for the years ended December 31 is as follows:



|                                                                                                           |  |      |          |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                           |  | 2008 |          |   | 2007 |   |         | 2006 | 
|Income tax expense computed on income before taxes at Russian statutory tax rate                           |  | $    | 213,896  |   |      | $ | 508,886 |      |  | $ | 290,913 |  
|Effect of goodwill impairment                                                                              |  |      | 89,056   |   |      |   |        |      |  |   |        |  
|Effect of deductible temporary differences not recognized as measured by the change in valuation allowance |  |      | 58,871   |   |      |   | 187     |      |  |   | 8,681   |  
|Effect of non-deductible expenses                                                                          |  |      | 42,515   |   |      |   | 71,028  |      |  |   | 42,246  |  
|Effect of tax claims                                                                                       |  |      | 15,738   |   |      |   | (615    | )    |  |   | 26,531  |  
|Taxable capital contribution                                                                               |  |      | 14,875   |   |      |   | 15,001  |      |  |   |        |  
|Effect of different tax rates in different jurisdictions                                                   |  |      | 8,768    |   |      |   | 8,984   |      |  |   | 1,120   |  
|Effect of difference in foreign exchange gain/loss recognition                                             |  |      |         |   |      |   |        |      |  |   | 25,197  |  
|Effect of change in statutory Income tax rate                                                              |  |      | (137,762 | ) |      |   |        |      |  |   |        |  
|Other                                                                                                      |  |      | (2,023   | ) |      |   | (9,543  | )    |  |   | (4,025  | )
|                                                                                                           |  |      |          |   |      |   |         |      |  |   |         |  
|Income tax expense reported in the accompanying consolidated financial statements                          |  | $    | 303,934  |   |      | $ | 593,928 |      |  | $ | 390,663 |  
|                                                                                                           |  |      |          |   |      |   |         |      |  |   |         |  



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|15. | Income Taxes (continued)
|--- | ------------------------



In 2008, 2007 and 2006, VimpelCom completed a series of significant acquisitions which resulted in the
recognition of the fair values of assets and liabilities as of the dates of acquisition (Note 3). The purchase price allocation conducted by the Company resulted in a significant increase in the deferred tax liabilities associated with the
fair value of the property and equipment, licenses and other intangible assets recognized in the purchase accounting.

VimpelCom has the
following significant balances for income tax losses carried forward, fully provisioned as of December 31, 2008 and December 31, 2007, respectively:



|             |  |                          |  |                                                                                                                  
|------------ |  | ------------------------ |  | -----------------------------------------------------------------------------------------------------------------
|Jurisdiction |  | Balance as of 31.12.2008 |  | Period for carry-forward                                                                                         
|Urkaine      |  | 166,626                  |  | Carry-forward rule is set up annually by legislation. The rule as of the end of 2008  period not
limited in time
|USA          |  | 43,781                   |  | 2019-2028                                                                                                        
|Russia       |  | 10,260                   |  | 2015-2018                                                                                                        
|Georgia      |  | 44,125                   |  | 2012-2013                                                                                                        
|Cyprus       |  | 20,615                   |  | Not limited in time                                                                                              
|Belgium      |  | 20,489                   |  | Not limited in time                                                                                              
|             |  |                          |  |                                                                                                                  
|Total        |  | 305,896                  |  |                                                                                                                  
|             |  |                          |  |                                                                                                                  

For financial reporting purposes, a valuation allowance has been recognized to reflect managements estimate
for realization of the deferred tax assets. Valuation allowances are provided when it is more likely than not that some or all of the deferred tax assets will not be realized in the future. These evaluations are based on expectations of future
taxable income and reversals of the various taxable temporary differences.

Starting from January 1, 2007, the Company adopted the
provisions of FIN 48 (Note 2). The reconciliation of the total amounts of unrecognized tax benefit, including fines and penalties (interest), for the years ended December 31, 2008 and December 31, 2007 presented in the table below:



|                                                                                                                                                                                  |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | -
|Balance as of January 1, 2007 adoption                                                                                                                                            |  | $ | 44,344  |  
|The gross amounts of the increase (decreases) in unrecognized tax benefits, included in income tax expense in the accompanying
consolidated statements of income, as a result of: |  |   |         |  
|Increase of tax positions taken during the current period                                                                                                                         |  |   | 3,146   |  
|Decrease of tax positions taken during the current period                                                                                                                         |  |   | (353    | )
|Increase of tax positions taken during a prior period                                                                                                                             |  |   | 5,880   |  
|Decrease of tax positions taken during a prior period                                                                                                                             |  |   | (9,441  | )
|Decrease in the unrecognized tax benefits as a result of resolution through litigation                                                                                            |  |   | (1,063  | )
|Foreign currency translation adjustment                                                                                                                                           |  |   | 2,567   |  
|                                                                                                                                                                                  |  |   |         |  
|Balance as of December 31, 2007                                                                                                                                                   |  | $ | 45,080  |  
|                                                                                                                                                                                  |  |   |         |  
|                                                                                                                                                                                  | 
|The amount of increases in the unrecognized tax benefits as a result of business combinations                                                                                     |  | $ | 11,389  |  
|The gross amounts of the increase (decreases) in unrecognized tax benefits, included in income tax expense in the accompanying
consolidated statements of income, as a result of: |  |   |         |  
|Increase of tax positions taken during the current period                                                                                                                         |  |   | 43,719  |  
|Decrease of tax positions taken during the current period                                                                                                                         |  |   | (2,648  | )
|Increase of tax positions taken during a prior period                                                                                                                             |  |   | 30,139  |  
|Decrease of tax positions taken during a prior period                                                                                                                             |  |   | (42,875 | )
|Decrease in the unrecognized tax benefits as a result of resolution through litigation                                                                                            |  |   | (16,176 | )
|Foreign currency translation adjustment                                                                                                                                           |  |   | (10,257 | )
|                                                                                                                                                                                  |  |   |         |  
|Balance as of December 31, 2008                                                                                                                                                   |  | $ | 58,371  |  
|                                                                                                                                                                                  |  |   |         |  



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|15. | Income Taxes (continued)
|--- | ------------------------



The amount of total unrecognized tax benefit as of December 31, 2008 and December 31, 2007,
includes US$56,101 and US$20,169, respectively, of unrecognized tax benefits that, if recognized, would affect the effective income tax rate in any future periods.

At January 1, 2008, the Company had accrued US$10,311, US$10,148 for the potential payment of fines and penalties (interest), respectively. For the year ended December 31, 2008 and
December 31, 2007, the Company accrued additional fines and penalties (interest) of US$11,275, US$3,832 and US$1,488, US$4,826, respectively. The total amounts of fines and penalties (interest) recognized in the consolidated balance sheet as of
December 31, 2008 comprised US$9,226, US$3,625.

The Russian tax inspectorate has completed its examination of VimpelComs tax
filings for the years 2003-2006 (Note 21). The court hearings with respect to the tax inspectorate claims for tax years 2003-2004 has been finalized, therefore, they will not affect the amount of the unrecognized income tax benefits as of
December 31, 2008. The court hearings related to the tax inspectorate claims resulting from the examination of 2005-2006 tax years, if finalized in 2009 could possibly change the amount of the unrecognized income tax benefits.

The total amount of unrecognized tax benefit that could significantly increase or decrease within 12 months due to lapse of statutory limitation term or the
results of foregoing litigations comprised US$13,203 and US$37,077 as of December 31, 2008 and December 31, 2007, respectively.

Due
to the fact that, subject to certain legal issues, the 2005 year remains open to a repeated examination by the tax authorities, the Company considers the tax years from 2005 through 2008 to be open. VimpelComs subsidiaries in Tajikistan,
Ukraine and Uzbekistan are subject to income tax examinations for the tax years 2005 through 2008; the subsidiary in Georgia is subject to income tax examination for the tax years 2003 through 2008; the subsidiary in Kazakhstan is subject to income
tax examination for the tax years 2004 through 2008; and the subsidiary in Armenia is subject to income tax examination for the tax years 2006 through 2008. Management is unable to reliably predict the outcome of any tax examinations and the
materiality of their impact on VimpelComs consolidated financial statements, if any.



F-55



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|15. | Income Taxes (continued)
|--- | ------------------------



The following deferred tax balances were calculated by applying the presently enacted statutory tax rate
applicable to the period in which the temporary differences between the carrying amounts and tax base of assets and liabilities are expected to reverse. The amounts reported in the accompanying consolidated financial statements at December 31
consisted of the following:



|                                                                         |  |      |         |   |      |   |         |  
|------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                         |  | 2008 |         |   | 2007 |  
|Deferred tax assets:                                                     |  |      |         |   |      |   |         |  
|Short term                                                               |  |      |         |   |      |   |         |  
|Accrued operating and interest expenses, including gain from derivatives |  | $    | 7,111   |   |      | $ | 22,255  |  
|Deferred revenue                                                         |  |      | 68,094  |   |      |   | 55,557  |  
|Bad debts assets                                                         |  |      | 7,856   |   |      |   | 19,968  |  
|Derivatives                                                              |  |      |        |   |      |   | 2,678   |  
|Loss carry-forwards                                                      |  |      | 3,079   |   |      |   | 8,408   |  
|Long term                                                                |  |      |         |   |      |   |         |  
|Accrued operating and interest expenses                                  |  |      | 9,345   |   |      |   | 11,189  |  
|Non-current assets                                                       |  |      | 2,627   |   |      |   | 5,707   |  
|Loss carry-forwards                                                      |  |      | 75,356  |   |      |   | 610     |  
|                                                                         |  |      |         |   |      |   |         |  
|                                                                         |  |      | 173,468 |   |      |   | 126,372 |  
|Valuation allowance                                                      |  |      | (74,707 | ) |      |   | (10,280 | )
|                                                                         |  |      |         |   |      |   |         |  
|                                                                         |  |      | 98,761  |   |      |   | 116,092 |  
|Deferred tax liabilities:                                                |  |      |         |   |      |   |         |  
|Short term                                                               |  |      |         |   |      |   |         |  
|Bad debts provision                                                      |  |      | 945     |   |      |   | 178     |  
|Long term                                                                |  |      |         |   |      |   |         |  
|Property and equipment                                                   |  |      | 317,638 |   |      |   | 312,445 |  
|Telecommunication licenses                                               |  |      | 144,379 |   |      |   | 175,960 |  
|Customer relationships and other intangible assets                       |  |      | 166,478 |   |      |   | 58,225  |  
|Other non-current assets                                                 |  |      | 30,789  |   |      |   | 43,818  |  
|Accounts payable                                                         |  |      |        |   |      |   | 2,043   |  
|Derivatives                                                              |  |      |        |   |      |   | 1,292   |  
|                                                                         |  |      |         |   |      |   |         |  
|                                                                         |  |      | 660,229 |   |      |   | 593,961 |  
|                                                                         |  |      |         |   |      |   |         |  
|Net deferred tax liabilities                                             |  |      | 561,468 |   |      |   | 477,869 |  
|                                                                         |  |      |         |   |      |   |         |  
|Add current deferred tax assets                                          |  |      | 82,788  |   |      |   | 98,407  |  
|Add non-current deferred tax assets                                      |  |      | 1,521   |   |      |   |        |  
|Less current deferred tax liability                                      |  |      | (1,302  | ) |      |   |        |  
|                                                                         |  |      |         |   |      |   |         |  
|Total long-term net deferred tax liability                               |  | $    | 644,475 |   |      | $ | 576,276 |  
|                                                                         |  |      |         |   |      |   |         |  



F-56



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|15. | Income Taxes (continued)
|--- | ------------------------



At December 31, 2008, undistributed earnings of our foreign subsidiaries indefinitely invested
outside of the Russian Federation amounted to approximately US$550,000. We have not provided deferred taxes on these earnings because we intend that they will remain indefinitely invested outside of the Russian Federation. Determination of the
amount of unrecognized deferred taxes related to these undistributed earnings is not practical.



|16. | Valuation and Qualifying Accounts
|--- | ---------------------------------

The
following summarizes the changes in the allowance for doubtful accounts for the years ended December 31, 2008, 2007 and 2006:



|                                        |  |   |         |  
|--------------------------------------- |  | - | ------- | -
|Balance as of December 31, 2005         |  | $ | 16,467  |  
|Provision for bad debts                 |  |   | 25,781  |  
|Accounts receivable written off         |  |   | (4,973  | )
|Foreign currency translation adjustment |  |   | 2,208   |  
|                                        |  |   |         |  
|                                        | 
|Balance as of December 31, 2006         |  |   | 39,483  |  
|Provision for bad debts                 |  |   | 62,444  |  
|Accounts receivable written off         |  |   | (55,966 | )
|Foreign currency translation adjustment |  |   | 3,143   |  
|                                        |  |   |         |  
|                                        | 
|Balance as of December 31, 2007         |  |   | 49,104  |  
|Provision for bad debts                 |  |   | 64,559  |  
|Accounts receivable written off         |  |   | (78,761 | )
|Foreign currency translation adjustment |  |   | (2,958  | )
|                                        |  |   |         |  
|Balance as of December 31, 2008         |  | $ | 31,944  |  
|                                        |  |   |         |  

The provision for bad debts included in the accompanying consolidated statements of income is net of related value-added
taxes of US$9,848, US$9,525 and US$3,933 for the years ended December 31, 2008, 2007 and 2006 respectively.



|17. | Related Party Transactions
|--- | --------------------------

The Company
from time to time enters into certain transactions with its shareholders and their affiliates and other related parties.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|17. | Related Party Transactions (continued)
|--- | --------------------------------------



Transactions between VimpelCom and its related parties, except for the transactions described below,
consist primarily of services from the related parties and loans to them, which are not material to the financial results of VimpelCom. The following table summarises the significant transactions and balances with related parties:



|                                    |  |      |         |      |   |        |  |   |       
|----------------------------------- |  | ---- | ------- | ---- | - | ------ |  | - | ------
|                                    |  | 2008 |         | 2007 |   | 2006  
|Revenue from Alfa                   |  | $    | 10,377  |      | $ |       |  | $ |      
|Revenue from Telenor                |  |      | 3,221   |      |   |       |  |   |      
|Revenue from associates             |  |      | 9,622   |      |   | 520    |  |   | 111   
|Revenue from other                  |  |      | 3,934   |      |   | 21,079 |  |   | 8,407 
|                                    |  |      |         |      |   |        |  |   |       
|                                    |  | $    | 27,154  |      | $ | 21,599 |  | $ | 8,518 
|                                    |  |      |         |      |   |        |  |   |       
|Services from Alfa                  |  | $    | 9,122   |      | $ | 1,806  |  | $ | 384   
|Services from Telenor               |  |      | 3,264   |      |   | 590    |  |   | 1,293 
|Services from associates            |  |      | 35,900  |      |   | 7,992  |  |   | 4,407 
|Services from other                 |  |      | 5,039   |      |   | 8,160  |  |   | 5,567 
|                                    |  |      |         |      |   |        |  |   |       
|                                    |  | $    | 53,325  |      | $ | 18,548 |  | $ | 11,651
|                                    |  |      |         |      |   |        |  |   |       
|Accounts receivable from Alfa       |  | $    | 3,536   |      | $ |       |  |   |       
|Accounts receivable from Telenor    |  |      | 396     |      |   |       |  |   |       
|Accounts receivable from associates |  |      | 163,871 |      |   | 133    |  |   |       
|Accounts receivable from other      |  |      | 393     |      |   | 5,272  |  |   |       
|                                    |  |      |         |      |   |        |  |   |       
|                                    |  | $    | 168,196 |      | $ | 5,405  |  |   |       
|                                    |  |      |         |      |   |        |  |   |       
|Accounts payable to Alfa            |  | $    | 434     |      | $ |       |  |   |       
|Accounts payable to Telenor         |  |      | 106     |      |   | 49     |  |   |       
|Accounts payable to associates      |  |      | 5,248   |      |   | 1,627  |  |   |       
|Accounts payable to other           |  |      | 1,704   |      |   | 1,097  |  |   |       
|                                    |  |      |         |      |   |        |  |   |       
|                                    |  | $    | 7,492   |      | $ | 2,773  |  |   |       
|                                    |  |      |         |      |   |        |  |   |       

Outstanding balances and transactions with Alfa represent results of operations with VimpelComs shareholder
Eco Telecom, its consolidated subsidiaries, its direct owners and their consolidated subsidiaries. In particular, VimpelCom has contracts with Alfa Insurance to provide the Company with property and equipment liability insurance; the General Service
Agreement with Altimo for provision of legal and personnel services. The Company also has a contracts to provide fixed telecommunication service to Eco Telecom and its subsidiaries.

VimpelCom maintains bank accounts in Alfa Bank, which are used for payroll and other payments in the ordinary course of business. The balances in these bank accounts were US$139,114 and US$52,736 at
December 31, 2008 and 2007, respectively.

Outstanding balances and transactions with Telenor represent results of operations with
VimpelComs shareholder Telenor, its consolidated subsidiaries, its direct owners and their consolidated subsidiaries. In particular, VimpelCom has roaming contracts with ProMonte Montenegro, DTAC/UCOM Thailand, ProMonte Montenegro, Telenor
Mobil AS Norway, Pannon GSM Telecommunications Ltd. Hunga, Telenor Mobile Sweden Norway; the General Agreement for provision of personnel and General Services Agreement with Telenor Russia AS. VimpelCom also has a contract to provide fixed
telecommunication service to Telenor Mobile Holding AS Norway.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|17. | Related Party Transactions (continued)
|--- | --------------------------------------



Outstanding balances and transactions with associates include operations with VimpelComs equity
investees (Note 10). Euroset transactions included from the acquisition date (Note 3) mainly represent dealer commission payments for the acquisition of new subscribers and commission for payments receipts. Operations with associates also include
purchase of bill delivery services from Firma Kurier. VimpelCom also has a contract to provide fixed telecommunication service with ZAO Rascom.



|18. | Earnings per Share
|--- | ------------------

Net income per common
share for all periods presented has been determined in accordance with SFAS No. 128, Earnings per Share, by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period.
Net income per share of common stock has been adjusted by a factor of twenty to determine net income per ADS equivalent as each ADS is equivalent to one-twentieth of one share of common stock.

The following table sets forth the computation of basic and diluted earnings per share:



|                                                                                                           |  |                                                       |         |   |      |   |           |  |   |        
|---------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------- | ------- | - | ---- | - | --------- |  | - | -------
|                                                                                                           |  | Years ended December 31,                             
|                                                                                                           |  | 2008(restated*)                                       |         |   | 2007 |   | 2006     
|                                                                                                           |  | (In thousands of US dollars, except per shareamounts)
|Numerator:                                                                                                 |  |                                                       |         |   |      |   |           |  |   |        
|Net income before cumulative effect of change in accounting principle attributable to VimpelCom            |  | $                                                     | 524,334 |   |      | $ | 1,462,706 |  | $ | 813,371
|Less: impact on net income attributable to VimpelCom through changes in Redeemable noncontrolling interest |  |                                                       | (1,060  | ) |      |   |          |  |   |       
|                                                                                                           |  |                                                       |         |   |      |   |           |  |   |        
|                                                                                                           |  |                                                       | 523,274 |   |      |   | 1,462,706 |  |   | 813,371
|                                                                                                           |  |                                                       |        
|Denominator:                                                                                               |  |                                                       |         |   |      |   |           |  |   |        
|Denominator for basic earnings per share  weighted average shares                                         |  |                                                       | 50,700  |   |      |   | 50,818    |  |   | 50,911 
|Effect of dilutive securities:                                                                             |  |                                                       |         |   |      |   |           |  |   |        
|Employee stock options                                                                                     |  |                                                       | 3       |   |      |   |          |  |   | 36     
|Denominator for diluted earnings per share  assumed conversions                                           |  |                                                       | 50,703  |   |      |   | 50,818    |  |   | 50,947 
|                                                                                                           |  |                                                       |         |   |      |   |           |  |   |        
|                                                                                                           |  |                                                       |        
|Basic net income attributable to VimpelCom per common share                                                |  | $                                                     | 10.32   |   |      | $ | 28.78     |  | $ | 15.98  
|                                                                                                           |  |                                                       |         |   |      |   |           |  |   |        
|                                                                                                           |  |                                                       |        
|Diluted net income attributable to VimpelCom per common share                                              |  | $                                                     | 10.32   |   |      | $ | 28.78     |  | $ | 15.97  
|                                                                                                           |  |                                                       |         |   |      |   |           |  |   |        



| | * | See Note 23
| | - | -----------

Employee stock options that are
out of the money as of December 31, 2008 that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented.



|19. | Stock Based Compensation Plan
|--- | -----------------------------

As
discussed in Note 14, VimpelCom has adopted a stock based compensation plan, which has been amended since inception.

The Plan is
administered by a Committee which, as of December 31, 2008, consisted of the Compensation Committee of VimpelComs Board. The Committee has the power to determine the terms and conditions of grants under the Plan, including the number of
options to be granted, the exercise price and the vesting schedule.



F-59



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|19. | Stock Based Compensation Plan (continued)
|--- | -----------------------------------------



The following table summarizes the activity for the plan:



|                                       |  |                   |   |  |          |   |  |         |  
|-------------------------------------- |  | ----------------- | - |  | -------- | - |  | ------- | -
|                                       |  | Number of Options |  
|                                       |  | 2008              |   |  | 2007     |   |  | 2006    |  
|Options outstanding, beginning of year |  | 459,825           |   |  | 372,261  |   |  | 208,267 |  
|Options granted                        |  | 223,000           |   |  | 279,500  |   |  | 273,500 |  
|Options exercised                      |  | (62,970           | ) |  | (177,436 | ) |  | (79,006 | )
|Options forfeited                      |  | (47,558           | ) |  | (14,500  | ) |  | (30,500 | )
|                                       |  |                   |   |  |          |   |  |         |  
|Options outstanding, end of year       |  | 572,297           |   |  | 459,825  |   |  | 372,261 |  
|                                       |  |                   |   |  |          |   |  |         |  
|Options exercisable, end of year       |  | 264,516           |   |  | 92,825   |   |  | 83,428  |  
|                                       |  |                   |   |  |          |   |  |         |  

No options expired in the years ended December 31, 2008, 2007 or 2006. The following table summarizes the
weighted-average exercise prices of options for each of the following groups of options as of December 31, 2008:



|                                                        |  |                       |   |  |                       |   |  |                            |   |  |                             |   |  |                       |   |  |         |  
|------------------------------------------------------- |  | --------------------- | - |  | --------------------- | - |  | -------------------------- | - |  | --------------------------- | - |  | --------------------- | - |  | ------- | -
|                                                        |  | Optionsgrantedin 2005 |   |  | Optionsgrantedin 2006 |   |  | Firstoptionsgrantedin 2007 |   |  | Secondoptionsgrantedin 2007 |   |  | Optionsgrantedin 2008 |   |  | Total   |  
|The number of options outstanding, beginning of year    |  | 46,400                |   |  | 142,425               |   |  | 261,500                    |   |  | 9,500                       |   |  |                      |   |  | 459,825 |  
|Weighted-average exercise price of options outstanding  |  | 136.9                 |   |  | 177.0                 |   |  | 401.9                      |   |  | 496.2                       |   |  |                      |   |  | 307.4   |  
|The number of options granted                           |  |                      |   |  |                      |   |  |                           |   |  |                            |   |  | 223,000               |   |  | 223,000 |  
|Weighted-average exercise price of options granted      |  |                      |   |  |                      |   |  |                           |   |  |                            |   |  | 658                   |   |  | 658     |  
|The number of options exercised                         |  | (14,310               | ) |  | (38,560               | ) |  | (10,100                    | ) |  |                            |   |  |                      |   |  | (62,970 | )
|Weighted-average exercise price of options exercised    |  | 136.9                 |   |  | 177.0                 |   |  | 401.9                      |   |  |                            |   |  |                      |   |  | 204.0   |  
|The number of options forfeited                         |  |                      |   |  |                      |   |  | (22,250                    | ) |  | (2,219                      | ) |  | (23,089               | ) |  | (47,558 | )
|Weighted-average exercise price of options forfeited    |  |                      |   |  |                      |   |  | 401.9                      |   |  | 496.2                       |   |  | 658.0                 |   |  | 530.6   |  
|Options outstanding, end of year                        |  | 32,090                |   |  | 103,865               |   |  | 229,150                    |   |  | 7,281                       |   |  | 199,911               |   |  | 572,297 |  
|Weighted-average exercise price of options outstanding  |  | 136.9                 |   |  | 177.0                 |   |  | 401.9                      |   |  | 496.2                       |   |  | 658.0                 |   |  | 436.9   |  
|The weighted-average remaining contractual life (years) |  | 0.5                   |   |  | 1.3                   |   |  | 2.4                        |   |  | 3                           |   |  | 3.4                   |   |  | 2.5     |  
|The aggregate intrinsic value of options outstanding    |  | 190                   |   |  |                      |   |  |                           |   |  |                            |   |  |                      |   |  | 190     |  
|Out of the options outstanding at the end of the year   |  |                       |   |  |                       |   |  |                            |   |  |                             |   |  |                       |   |  |         |  
|The number of options exercisable                       |  | 32,090                |   |  | 103,865               |   |  | 121,400                    |   |  | 4,750                       |   |  | 2,411                 |   |  | 264,516 |  
|Weighted-average exercise price of options exercisable  |  | 136.9                 |   |  | 177.0                 |   |  | 401.9                      |   |  | 496.2                       |   |  | 658.0                 |   |  | 285.5   |  
|The weighted-average remaining contractual life (years) |  | 0.5                   |   |  | 1.3                   |   |  | 2.4                        |   |  | 2.7                         |   |  | 3.4                   |   |  | 1.7     |  
|The aggregate intrinsic value of options exercisable    |  | 190                   |   |  |                      |   |  |                           |   |  |                            |   |  |                      |   |  | 190     |  



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|19. | Stock Based Compensation Plan (continued)
|--- | -----------------------------------------



The options granted generally vest at varying rates over two year periods. If certain events provided
for in the Plan and the agreement relating to each option grant occur, the vesting period for certain employees is accelerated. VimpelCom recognizes compensation cost separately for each vesting tranche for awards subject to the graded vesting. The
total fair values of shares vested during the years ended and as of December 31, 2008, 2007 and 2006 were of US$5,683, US$60,148 and US$14,275, respectively. The number of shares converted for the 62,970 options exercised during 2008 was 40,568
and share-based liabilities paid to employees was of US$25,487. The number of shares converted for the 177,436 options exercised during 2007 was 100,113 and share-based liabilities paid to employees was of US$51,471. The number of shares converted
for the 79,006 options exercised during 2006 was of 49,411 and share-based liabilities paid to employees was of US$12,855. Amounts of liabilities paid were equal to intrinsic value of options exercised as of exercise date.

The manner of exercise of stock options, prior to December 24, 2008, required variable accounting for stock-based compensation under FAS No. 123R
and the options were considered liability awards. The amount of compensation expense in respect of the Plan included in the accompanying consolidated statements of operations was US$121,890 gain, US$171,242 expense and US$44,317 expense in the years
ended December 31, 2008, 2007 and 2006, respectively. As of the balance-sheet date presented, the total compensation cost related to non-vested awards not yet recognized is US$2,255 and the weighted-average period over which it is expected to
be recognized is 1.2 years.

The fair value of the options has been estimated using a Black Scholes option pricing model that uses the
following significant assumptions. Expected term of the options was determined based on analysis of historical behavior of stock option participants. Expected volatility of VimpelComs shares was estimated based on the historical volatility of
the shares on the New York Stock Exchange over the period equal to the expected life of the option granted and other factors. The dividend yield was included into the model based on last dividend payment. The risk free rate was determined using the
rate on Russian Government Bonds, having a remaining term to maturity equal to the expected life of the options, approximated where applicable. Forfeiture rate was determined as an average for the historic experience for all grants.

The following table illustrates the major assumptions of the Black Scholes model for each of the following groups of options as of December 31, 2008:



|                                              |  |                       |   |  |                       |   |  |                            |   |  |                             |   |  |                       |   |  |       |  
|--------------------------------------------- |  | --------------------- | - |  | --------------------- | - |  | -------------------------- | - |  | --------------------------- | - |  | --------------------- | - |  | ----- | -
|                                              |  | Optionsgranted in2005 |   |  | Optionsgranted in2006 |   |  | Firstoptionsgranted in2007 |   |  | Secondoptionsgranted in2007 |   |  | Optionsgranted in2008 |   |  | Total |  
|                                              |  |                       |   |  |                       |  
|Expected volatility                           |  | 147%-180              | % |  | 127%-184              | % |  | 123%-156                   | % |  | 110%-154                    | % |  | 91%-156               | % |  |       |  
|The weighted-average expected term (in years) |  | 0.2                   |   |  | 0.4                   |   |  | 0.6                        |   |  | 0.7                         |   |  | 1.3                   |   |  | 0.8   |  
|Expected dividend yield                       |  | 1.8                   | % |  | 1.8                   | % |  | 1.8                        | % |  | 1.8                         | % |  | 1.8                   | % |  | 1.8   | %
|Risk free interest rate                       |  | 7,6%-8,7              | % |  | 7,9%-9,0              | % |  | 8,3%-9,2                   | % |  | 8,3%-10                     | % |  | 8,3%-11,8             | % |  |       |  
|Forfeiture rate                               |  | 5.4                   | % |  | 5.4                   | % |  | 5.4                        | % |  | 5.4                         | % |  | 5.4                   | % |  | 5.4   | %



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|19. | Stock Based Compensation Plan (continued)
|--- | -----------------------------------------



As of December 31, 2008, the equity related to the share-based compensation arrangements granted
under the Plan amounted to US$12,030.

In addition to the Plan, members of the Board who are not employees participate in a
phantom stock plan, pursuant to which they each receive up to a maximum of 20,000 phantom ADSs per year with an additional 10,000 phantom ADSs granted to the chairman of the Board and 10,000 phantom ADSs granted to each director for
serving as head of any official committee of the Board, provided that the amount paid to a director upon redemption may not exceed US$3.00 per phantom ADS per year of each one-year term served by the director. The number of phantom ADS to be granted
to each director is set by the Board. The phantom ADS may be redeemed for cash on the date the director ceases to be a director; provided, however, that directors who are re-elected to the Board may redeem such phantom ADS related to a previous
period of his/her service as a director at any time from the date of his or her re-election to the date he or she is no longer a director. As of December 31, 2008, an aggregate of 1,360,000 phantom ADS were outstanding under phantom stock plan,
of which 1,140,000 are currently redeemable or will become redeemable within 60 days of the financial statement date at prices per phantom ADS ranging from US$0.96 to US$20.88. As of December 31, 2008, the liability related to the phantoms
amounted to US$2,416.

VimpelComs senior managers are also eligible to receive phantom ADSs in an amount approved by the Compensation
Committee of the Board. The Board determines the aggregate amount of phantom ADSs that may be granted to senior managers in each calendar year. In 2007 and 2008, the Board authorized the granting of 2,575,000 and 4,460,000 phantom ADSs,
respectively. As of December 31, 2008, an aggregate of 3,375,000 phantom ADSs were outstanding, of which 2,172,120 are currently redeemable or will become redeemable within 60 days of the financial statement date at a price per phantom ADS
ranging from US$32.2 to US$44.98. As of December 31, 2008, the liability related to the phantom ADSs amounted to US$325.



|20. | Segment Information
|--- | -------------------

Historically,
VimpelCom has reflected its reportable segments on a geographical basis. Management has historically taken this approach as this is effectively how the business is managed, which is in line with the requirements of SFAS No. 131, Disclosure
about Segments of an Enterprise and Related Information (SFAS No. 131).

Management analyzes the reportable
segments separately because of different economic environments and stages of development in different geographical areas, requiring different investment and marketing strategies. The segment data for acquired operations are reflected herein from the
date of their acquisitions. The Board and management utilize more than one measurement and multiple views of data to measure segment performance. However, the dominant measurements are consistent with VimpelComs consolidated financial
statements and, accordingly, are reported on the same basis herein. Management evaluates the performance of its segments on a regular basis primarily based on revenue, operating income, income before income taxes and net income along with cash flows
and overall economic returns. Inter-segment revenues are eliminated in consolidation. Inter-segment revenues may be accounted for at amounts different from sales to unaffiliated companies. The accounting policies of the segments are the same as
those of VimpelCom.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|20. | Segment Information (continued)
|--- | -------------------------------



Starting from the date of acquisition of Golden Telecom (Note 3), VimpelComs Board and management
identified Russia mobile, Russia fixed, CIS mobile and CIS fixed reporting segments based on the business activities in different geographical areas. These segments have been determined based on the nature of their operations: mobile includes
activities for the providing of wireless telecommunication services to the Companys subscribers; fixed line includes all activities for providing wireline telecommunication services, broadband and consumer Internet. The Board and management
assess the performance of these operating segments as part of their review of the geographic reportable segments. Information about other business activities and operating segments that are not reportable due to non materiality of business activity
was combined and disclosed in the Other category separate from other reconciling items.

Financial information by reportable
segment for the years ended December 31, 2008, 2007 and 2006 is presented in the following tables.

Year ended December 31, 2008:



|                                               |  |              |           |   |                  |   |           |            |  |   |               |   |  |       |         |   |       |   |          |   |  |   |            |  
|---------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | --------- | ---------- |  | - | ------------- | - |  | ----- | ------- | - | ----- | - | -------- | - |  | - | ---------- | -
|                                               |  | RussiaMobile |           |   | RussiaFixed line |   |           | CIS Mobile |  |   | CIS Fixedline |   |  | Other |         |   | Total |  
|Net operating revenues from external customers |  | $            | 7,310,487 |   |                  | $ | 1,286,697 |            |  | $ | 1,294,677     |   |  | $     | 225,071 |   |       | $ |         |   |  | $ | 10,116,932 |  
|Intersegment revenues                          |  |              | 61,279    |   |                  |   | 142,769   |            |  |   | 20,318        |   |  |       | 47,663  |   |       |   |         |   |  |   | 272,029    |  
|Impairment loss                                |  |              |          |   |                  |   | 315,049   |            |  |   | 90,078        |   |  |       |        |   |       |   | 37,620   |   |  |   | 442,747    |  
|Depreciation and amortization                  |  |              | 1,204,676 |   |                  |   | 219,442   |            |  |   | 368,305       |   |  |       | 88,526  |   |       |   | 215      |   |  |   | 1,881,164  |  
|Operating income                               |  |              | 2,667,369 |   |                  |   | (191,226  | )          |  |   | 81,765        |   |  |       | 23,942  |   |       |   | (45,900  | ) |  |   | 2,535,950  |  
|Interest income                                |  |              | 97,451    |   |                  |   | 14,703    |            |  |   | 4,081         |   |  |       | 1,140   |   |       |   | 1,685    |   |  |   | 119,060    |  
|Interest expense                               |  |              | (464,682  | ) |                  |   | (18,209   | )          |  |   | (52,235       | ) |  |       | (5,982  | ) |       |   | (1,968   | ) |  |   | (543,076   | )
|Income before income taxes                     |  |              | 1,463,321 |   |                  |   | (268,040  | )          |  |   | (196,607      | ) |  |       | 250     |   |       |   | (107,690 | ) |  |   | 891,234    |  
|Income tax expense/(benefit)                   |  |              | 316,911   |   |                  |   | (1,863    | )          |  |   | (1,439        | ) |  |       | (5,062  | ) |       |   | (4,613   | ) |  |   | 303,934    |  
|Net income attributable to VimpelCom           |  |              | 1,145,969 |   |                  |   | (266,443  | )          |  |   | (260,448      | ) |  |       | 3,372   |   |       |   | (98,116  | ) |  |   | 524,334    |  
|Total assets                                   |  |              | 8,284,753 |   |                  |   | 4,088,643 |            |  |   | 3,061,215     |   |  |       | 781,917 |   |       |   | 543,080  |   |  |   | 16,759,608 |  
|Non-current assets other than goodwill         |  |              | 5,132,739 |   |                  |   | 1,579,043 |            |  |   | 1,926,447     |   |  |       | 672,335 |   |       |   | 531,140  |   |  |   | 9,841,704  |  
|Goodwill                                       |  |              | 749,978   |   |                  |   | 1,935,455 |            |  |   | 781,382       |   |  |       | 10,127  |   |       |   |         |   |  |   | 3,476,942  |  
|Expenditures for long-lived assets             |  |              | 1,432,807 |   |                  |   | 343,601   |            |  |   | 636,069       |   |  |       | 139,041 |   |       |   | 19,327   |   |  |   | 2,570,845  |  



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|20. | Segment Information (continued)
|--- | -------------------------------



Year ended December 31, 2007:



|                                               |  |              |           |   |                  |   |            |  |   |               |   |  |       |         |       |  |   |        |  |   |            |  
|---------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | ---------- |  | - | ------------- | - |  | ----- | ------- | ----- |  | - | ------ |  | - | ---------- | -
|                                               |  | RussiaMobile |           |   | RussiaFixed line |   | CIS Mobile |  |   | CIS Fixedline |   |  | Other |         | Total | 
|Net operating revenues from external customers |  | $            | 6,090,316 |   |                  | $ |           |  | $ | 937,419       |   |  | $     | 143,363 |       |  | $ |       |  | $ | 7,171,098  |  
|Intersegment revenues                          |  |              | 3,354     |   |                  |   |           |  |   | 10,413        |   |  |       |        |       |  |   |       |  |   | 13,767     |  
|Depreciation and amortization                  |  |              | 1,108,971 |   |                  |   |           |  |   | 220,339       |   |  |       | 61,243  |       |  |   |       |  |   | 1,390,553  |  
|Operating income                               |  |              | 1,991,833 |   |                  |   |           |  |   | 198,592       |   |  |       | 15,765  |       |  |   |       |  |   | 2,206,190  |  
|Interest income                                |  |              | 54,535    |   |                  |   |           |  |   | 662           |   |  |       | 490     |       |  |   |       |  |   | 55,687     |  
|Interest expense                               |  |              | (168,944  | ) |                  |   |           |  |   | (47,146       | ) |  |       | (1,415  | )     |  |   |       |  |   | (217,505   | )
|Income before income taxes                     |  |              | 1,937,086 |   |                  |   |           |  |   | 169,715       |   |  |       | 13,555  |       |  |   |       |  |   | 2,120,356  |  
|Income tax expense                             |  |              | 514,819   |   |                  |   |           |  |   | 76,357        |   |  |       | 2,752   |       |  |   |       |  |   | 593,928    |  
|Net income attributable to VimpelCom           |  |              | 1,422,221 |   |                  |   |           |  |   | 30,661        |   |  |       | 9,824   |       |  |   |       |  |   | 1,462,706  |  
|Total assets                                   |  |              | 7,891,322 |   |                  |   |           |  |   | 2,568,758     |   |  |       | 473,278 |       |  |   | 24,620 |  |   | 10,957,978 |  
|Non-current assets other than goodwill         |  |              | 5,586,534 |   |                  |   |           |  |   | 1,790,698     |   |  |       | 400,556 |       |  |   | 24,363 |  |   | 7,802,151  |  
|Goodwill                                       |  |              | 451,428   |   |                  |   |           |  |   | 565,266       |   |  |       | 23,122  |       |  |   |       |  |   | 1,039,816  |  
|Expenditures for long-lived assets             |  |              | 1,072,520 |   |                  |   |           |  |   | 634,123       |   |  |       | 66,176  |       |  |   |       |  |   | 1,772,819  |  

Year ended December 31,
2006:



|                                               |  |              |           |   |                  |   |            |  |   |               |   |  |       |         |       |  |   |        |  |   |           |  
|---------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | ---------- |  | - | ------------- | - |  | ----- | ------- | ----- |  | - | ------ |  | - | --------- | -
|                                               |  | RussiaMobile |           |   | RussiaFixed line |   | CIS Mobile |  |   | CIS Fixedline |   |  | Other |         | Total | 
|Net operating revenues from external customers |  | $            | 4,400,296 |   |                  | $ |           |  | $ | 450,760       |   |  | $     | 16,922  |       |  | $ |       |  | $ | 4,867,978 |  
|Intersegment revenues                          |  |              | 1,509     |   |                  |   |           |  |   | 3,572         |   |  |       |        |       |  |   |       |  |   | 5,081     |  
|Depreciation and amortization                  |  |              | 900,292   |   |                  |   |           |  |   | 145,949       |   |  |       | 8,223   |       |  |   |       |  |   | 1,054,464 |  
|Operating income                               |  |              | 1,403,247 |   |                  |   |           |  |   | (4,665        | ) |  |       | (1,263  | )     |  |   |       |  |   | 1,397,319 |  
|Interest income                                |  |              | 22,599    |   |                  |   |           |  |   | 699           |   |  |       | 51      |       |  |   |       |  |   | 23,349    |  
|Interest expense                               |  |              | (173,796  | ) |                  |   |           |  |   | (20,422       | ) |  |       | (64     | )     |  |   |       |  |   | (194,282  | )
|Income before income taxes                     |  |              | 1,231,267 |   |                  |   |           |  |   | (18,965       | ) |  |       | (164    | )     |  |   |       |  |   | 1,212,138 |  
|Income tax expense                             |  |              | 373,666   |   |                  |   |           |  |   | 16,539        |   |  |       | 458     |       |  |   |       |  |   | 390,663   |  
|Net income attributable to VimpelCom           |  |              | 855,065   |   |                  |   |           |  |   | (42,629       | ) |  |       | (947    | )     |  |   |       |  |   | 811,489   |  
|Total assets                                   |  |              | 6,549,159 |   |                  |   |           |  |   | 1,730,423     |   |  |       | 372,413 |       |  |   | 20,692 |  |   | 8,672,687 |  
|Non-current assets other than goodwill         |  |              | 4,902,615 |   |                  |   |           |  |   | 1,276,718     |   |  |       | 336,772 |       |  |   | 20,662 |  |   | 6,536,767 |  
|Goodwill                                       |  |              | 248,968   |   |                  |   |           |  |   | 518,892       |   |  |       | 7,363   |       |  |   |       |  |   | 775,223   |  
|Expenditures for long-lived assets             |  |              | 1,049,481 |   |                  |   |           |  |   | 457,764       |   |  |       | 4,868   |       |  |   |       |  |   | 1,512,113 |  



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|20. | Segment Information (continued)
|--- | -------------------------------



A reconciliation of VimpelComs total segment financial information to the corresponding
consolidated amounts follows:



|                                     |  |               |   |  |                      |   |  |                    |  
|------------------------------------ |  | ------------- | - |  | -------------------- | - |  | ------------------ | -
|                                     |  | Segment total |   |  | Intersegmentinterest |   |  | Consolidatedtotals |  
|For the year ended December 31, 2008 |  |               |   |  |                      |   |  |                    |  
|interest income                      |  | 119,060       |   |  | (47,442              | ) |  | 71,618             |  
|interest expense                     |  | (543,076      | ) |  | 47,442               |   |  | (495,634           | )
|For the year ended December 31, 2007 |  |               |   |  |                      |   |  |                    |  
|interest income                      |  | 55,687        |   |  | (22,666              | ) |  | 33,021             |  
|interest expense                     |  | (217,505      | ) |  | 22,666               |   |  | (194,839           | )
|For the year ended December 31, 2006 |  |               |   |  |                      |   |  |                    |  
|interest income                      |  | 23,349        |   |  | (7,878               | ) |  | 15,471             |  
|interest expense                     |  | (194,282      | ) |  | 7,878                |   |  | (186,404           | )



|                                     |  |                  |            |   |                  |   |            |  
|------------------------------------ |  | ---------------- | ---------- | - | ---------------- | - | ---------- | -
|                                     |  | December 31,2008 |            |   | December 31,2007 |  
|Assets                               |  |                  |            |   |                  |   |            |  
|                                     |  |                 
|Total assets for reportable segments |  | $                | 16,759,608 |   |                  | $ | 10,957,978 |  
|                                     |  |                 
|Elimination of intercompany balances |  |                  | (1,034,455 | ) |                  |   | (389,094   | )
|                                     |  |                  |            |   |                  |   |            |  
|                                     |  |                 
|Total consolidated assets            |  | $                | 15,725,153 |   |                  | $ | 10,568,884 |  
|                                     |  |                  |            |   |                  |   |            |  

In Russia and Kazakhstan, our revenues from external customers amounted to US$8,597,184 and US$740,378 for the year ended
December 31, 2008, respectively and long-lived assets amounted to US$6,206,125 and US$998,216 as of December 31, 2008, respectively.



|21. | Commitments, Contingencies and Uncertainties
|--- | --------------------------------------------

The economies of Russia, Kazakhstan, Ukraine, Tajikistan, Uzbekistan, Georgia and Armenia continue to display certain traits consistent with that of a market in transition. These characteristics have in the past included higher than normal
historic inflation, lack of liquidity in the capital markets, and the existence of currency controls which cause the national currency to be illiquid outside of their territories. The continued success and stability of the economies of Russia,
Kazakhstan, Ukraine, Tajikistan, Uzbekistan, Georgia and Armenia will be significantly impacted by their respective governments continued actions with regard to supervisory, legal and economic reforms.

The Russian economy is vulnerable to market downturns and economic slowdowns elsewhere in the world. The ongoing global financial crisis has resulted in
capital markets instability, significant deterioration of liquidity in the banking sector, and tighter credit conditions within Russia as well as ruble depreciation. While the Russian Government has introduced a range of stabilization measures aimed
at providing liquidity and supporting debt refinancing for Russian banks and companies, there continues to be uncertainty regarding the access to capital and cost of capital for Russian companies. The crisis may also damage purchasing power of our
customers mainly in business sector and thus lead to decline in revenue streams and cash generation.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|21. | Commitments, Contingencies and Uncertainties (continued)
|--- | --------------------------------------------------------



While management believes it is taking appropriate measures to support the sustainability of the
VimpelComs business in the current circumstances, unexpected further deterioration in the areas described above could negatively affect the Companys results and financial position in a manner not currently determinable.

In the ordinary course of business, VimpelCom may be party to various legal and tax proceedings, and subject to claims, certain of which relate to the
developing markets and evolving fiscal and regulatory environments in which VimpelCom operates. In the opinion of management, VimpelComs liability, if any, in all pending litigation, other legal proceeding or other matters, other than what is
discussed in this Note, will not have a material effect upon the financial condition, results of operations or liquidity of VimpelCom.

VimpelComs operations and financial position will continue to be affected by political developments in Russia, Kazakhstan, Tajikistan, Ukraine, Uzbekistan, Georgia and Armenia, including the application of existing and future
legislation and tax regulations. These developments could have a significant impact on VimpelComs ability to continue operations. VimpelCom does not believe that these contingencies, as related to its operations, are any more significant than
those of similar enterprises in Russia, Kazakhstan, Tajikistan, Ukraine, Uzbekistan, Georgia and Armenia.

Telecom Licenses Capital
Commitments

VimpelComs ability to generate revenues in Russia is dependent upon the operation of the wireless telecommunications
networks authorized under its various licenses. VimpelComs GSM-900/1800 licenses that cover Moscow and the Moscow region, Central region, Volga region, Caucasus region, and the Siberia region have been reissued and under the new terms expire
on April 28, 2013. The GSM-900/1800 licenses that cover the Northwest region, Urals and part of Far East region expire in 2011 - 2012 (the GSM-900/1800 license for Irkutsk region, excluding Ust-Ordynskiy Buryatskiy Autonomous Region, expires in
2011).

In April 2007 VimpelCom was awarded a license for the provision of 3G mobile radiotelephony communications services
for the entire territory of the Russian Federation that expires on May 21, 2017. The 3G license was granted subject to certain capital commitments. The three major conditions are that VimpelCom will have to build a certain number of base
stations that support 3G standards and will have to start services provision by certain dates in each subject area of the Russian Federation, and also will have to build a certain number of base stations by the end of the third, fourth and fifth
years from the date of granting of the license.

KaR-Tel owns a GSM-900 license to operate over the entire territory of Kazakhstan. The
license expires in August 2013. The license was given to KaR-Tel subject to its ability to meet the following requirements by August 2003: develop the telecommunication network that covers all major highways in the territory of Kazakhstan, roads in
the territory of resorts and cities with populations of more than 10,000 people. As of December 31, 2008 Kar-Tel had built its telecommunication network to cover approximately 98% of the major highways in different regions of Kazakhstan. In
July 2008, the GSM-900 license was added with the permission for use of 1800 radiofrequency, the related commitment is to cover cities with populations of more than 1000 people by December 31, 2012.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|21. | Commitments, Contingencies and Uncertainties (continued)
|--- | --------------------------------------------------------



Taxation

The taxation systems in Russia, Kazakhstan, Tajikistan, Ukraine, Uzbekistan, Georgia and Armenia are evolving as their respective national governments transform their national economies from a command to
market oriented economies. In the Russian Federation, VimpelComs predominant market, there were many tax laws and related regulations introduced in previous periods as well as in 2008 which were not always clearly written, and their
interpretation is subject to the opinions of the local tax inspectors and officials of the Ministry of Finance. Instances of inconsistent opinions between local, regional and federal tax authorities and Ministry of Finance are not unusual.
Management believes that it has paid or accrued all taxes that are applicable. Where uncertainty exists, VimpelCom has accrued tax liabilities based on managements best estimate.

On July 6, 2006, VimpelCom received the Russian tax inspectorates final decision with respect to the audit of VimpelComs 2003-2004 Russian tax filings. The decision states that VimpelCom
owes an additional 1,804 million Russian roubles in taxes (including 349 million Russian roubles in fines and penalties), which is approximately US$61,401 (including approximately US$11,879 in fines and penalties) at the exchange rate as
of December 31, 2008.

VimpelCom challenged the tax inspectorates final decision and as of December 31, 2008, VimpelCom
received positive court rulings that invalidated the major portion of the tax inspectorates final decision. At the same time VimpelCom lost the portion of its claim for the total amount of 166 million Russian roubles in income tax (which
is approximately US$5,650 at the exchange rate as of December 31, 2008), however, the tax inspectorate has acknowledged that the above sum can be partly (164 million Russian rubles, or $5,580) deducted during the 2005 tax year. All court
hearings with respect to the tax examination for the tax years 2003  2004 have been finished.

On June 30, 2008, the Company
received a final decision of the Russian tax inspectorates review of VimpelComs tax filings for financial years 2005 and 2006. According to the final decision, VimpelCom owes an additional 1,250.5 million Russian roubles in taxes
(including 48.6 million Russian roubles in fines and penalties), which is approximately US$42,562 (including approximately US$1,654 in fines and penalties) at the exchange rate as of December 31, 2008. The Company disagrees with the tax
inspectorates decision and has filed a lawsuit in the Russian arbitration courts.

EDN Sovintel is engaged in litigation with the
Russian tax inspectorate in regard to claims issued by the tax inspectorate on September 25, 2006. The Russian tax inspectorate claimed that Sovintel owes taxes, fines and penalties in the amount of approximately US$24.1 million for the years
ended December 31, 2004 and 2005. On October 4, 2006, Sovintel filed a lawsuit against the tax inspectorate disputing the claims. Sovintel challenged the tax inspectorates final decision during 2008 year and as of December 31,
2008, Sovintel received positive court rulings that invalidated all claims of the tax inspectorates final decision. All court hearings with respect to the tax examination for the tax years 2004  2005 have been finished.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|21. | Commitments, Contingencies and Uncertainties (continued)
|--- | --------------------------------------------------------



Taxation (continued)



On April 30, 2009, the Companys subsidiary - EDN Sovintel - received a final decision of the
Russian tax inspectorates review of its tax filings for financial years 2006 and 2007. According to the final decision, EDN Sovintel owes an additional RUR323.8 in taxes (including RUR 35.9 in fines and penalties), which is approximately
US$9,739 (including approximately US$1,080 in fines and penalties) at the exchange rate as of April 30, 2009. EDN Sovintel disagrees with the tax inspectorates decision and intends to file a lawsuit in the Russian Arbitration courts.

KaR-Tel

On January 10,
2005, Limited Liability Partnership KaR-Tel (Kar-Tel) received an order to pay issued by The Savings Deposit Insurance Fund, a Turkish state agency responsible for collecting state claims arising from bank
insolvencies (the Fund), in the amount of approximately US$5.5 billion (stated as approximately Turkish Lira 7.55 quadrillion and issued prior to the introduction of the New Turkish Lira, which became effective as of January 1,
2005). The order, dated as of October 7, 2004, was delivered to the Company by the Bostandykski Regional Court of Almaty. The order does not provide any information regarding the nature of, or basis for, the asserted debt, other than to state
that it is a debt to the Turkish Treasury and the term for payment was May 6, 2004.

On January 17, 2005, Kar-Tel delivered to the
Turkish consulate in Almaty a petition to the Turkish court objecting to the propriety of the order and requesting the Turkish court to cancel the order and stay of execution proceedings in Turkey. We understand that Kar-Tels petition was
assigned to the 4th Administrative Court in Turkey, and it should be reviewed pursuant to applicable law.

On June 1, 2006, Kar-Tel
received formal notice of the Administrative Courts ruling that the stay of execution request was denied. Kar-Tels Turkish counsel has advised Kar-Tel that the stay request is being adjudicated separately from the petition to cancel the
order. Kar-Tel has submitted an appeal of the ruling with respect to the stay application.

On June 1, 2006 Kar-Tel also received the
Funds response to its petition to cancel the order. In its response, the Fund asserts, among other things, that the order to pay was issued in furtherance of its collection of approximately US 5.5 billion in claims against the Uzan group of
companies that were affiliated with the Uzan family in connection with the failure of T. Imar Bankasi, T.A.S. The Funds response to Kar-Tels petition claims that the Uzan group of companies includes Kar-Tel, Rumeli Telecom A.S. and
Telsim Mobil Telekomunikasyon Hizmetleri A.S. These two Turkish companies owned an aggregate 60% of the equity interests in Kar-Tel until their interests were redeemed by Kar-Tel in November 2003 in accordance with a decision of the Review Panel of
the Supreme Court of Kazakhstan. In July 2006, Kar-Tel submitted its response, dated June 30, 2006, to the Funds via the Kazakh Ministry of Justice, to be forwarded to the 4th Administrative Court of Istanbul, denying in material part the
factual and legal assertions made by the Fund in support of the order to pay.

On December 11, 2008, Kar-Tel received a Decision of
Territorial Court of Istanbul dated December 12, 2007, where the Court rejected Kar-Tels appeal with respect to the stay of execution request. On December 11, 2008 Kar-Tel also received a response from the Fund to Kar-Tels
court filing in July 2006. The Turkish court presiding over the case may issue a decision on the basis of the parties filings. Kar-Tel continues to believe that the Funds claim is without merit, and Kar-Tel will take whatever actions it
deems necessary and appropriate to protect itself against the Funds claim.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|21. | Commitments, Contingencies and Uncertainties (continued)
|--- | --------------------------------------------------------



Other Litigations

On April 15, 2008, we received a copy of a purported claim filed with the Arbitration Court of Khanty-Mansiisky Autonomous Okrug in Russia from Farimex Products, Inc., the purported holder of 25,000
of our ADSs. The named defendants under the claim are Eco Telecom Limited, Altimo, Avenue Limited, Janow Properties Limited, Santel Limited, Telenor and OJSC CT-Mobile. Both our company and several of our current and former directors, namely,
Messrs. Mikhail Fridman, Arve Johansen, Alexey Reznikovich, Fridtjof Rusten and Henrik Torgersen, are named as third parties to the case. Under Russian law, a person named as a third party to a claim is generally a person potentially interested in
the case who can participate in the proceedings if he so chooses. A third party is not a defendant in the claim and judgments cannot be entered against a person solely due to the fact that the person was named as a third party. The claimant is
seeking reimbursement from the defendants to our company of approximately US$3.8 billion in alleged damages caused to our company by the actions of the defendants with regard to our entrance into the Ukrainian telecommunications market. Among other
things, the claimant alleged that Alfa and Telenor prevented our company from acquiring Kyivstar and that Telenor, acting through the directors on our board nominated by Telenor, caused a delay in our acquisition of URS, which caused us damages. The
court rejected the claimants motion to arrest the shares in our company owned by Eco Telecom and Telenor to secure the claim. On August 16, 2008, the court of first instance sustained the claim in part and held Telenor liable for
approximately US$2.8 billion of damages. Telenor appealed this decision and on December 29, 2008 the Court of Appeals vacated the lower courts ruling and remanded it for a new hearing at a different court of first instance. On
February 20, 2009, the court of first instance sustained the claim in part and found Telenor liable for approximately US$1.7 billion in damages. Telenor is appealing this decision. Subsequent to the court ruling, a court bailiff arrested
15.3 million of our ordinary shares owned by Telenor. We understand that these shares can, under certain circumstances, be sold by the court bailiff to satisfy the court judgment. The court bailiff may also transfer the shares to us to the
extent that they cannot be sold to satisfy the court judgment within a certain period of time. Telenor has applied for a stay of enforcement proceedings but the court denied the application. Telenor has publicly stated that it is appealing this
decision. If a stay of enforcement is granted, it would freeze the sale of the arrested shares. On April 3, 2009, Telenor publicly disclosed that it has officially been served with a claim to pay US$1.7 billion to VimpelCom and that it has five
days to pay the sum voluntarily. We received a letter from Telenor, dated March 31, 2009, addressed to our former CEO, relating to the Farimex Case. In the letter, Telenor alleges that in connection with the Farimex Case there have been gross
violations of Telenors procedural and substantive rights, and states, among other things, that they expect that VimpelCom would publicly denounce the Farimex Case and publicly state that it will have nothing to do with the case or any proceeds
from the Farimex Case. Telenor also stated in the letter that if for any reason we accept, whether actively or through our own inaction, the payment of proceeds of enforcement of the Farimex Case, Telenor will not hesitate to pursue whatever
remedies against us (and, if appropriate, any of our management involved, personally) as may be available to Telenor in the United States and Europe, or before any transnational courts or agencies. On April 3, 2009, we responded to
Telenors letter and stated, among other things, that if and when we are faced with a decision respecting the outcome or implications of the Farimex Case, we, of course, will act in accordance with all applicable laws, rules and regulations and
in the best interests of our shareholders and that we will protect our reputation and will defend our company and our officers and directors against actions taken against us or them. As of the date hereof, the Company is not aware of any pending
legal action against it in connection with this matter.



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|21. | Commitments, Contingencies and Uncertainties (continued)
|--- | --------------------------------------------------------



Other Litigations (continued)



In April 2009, for the purpose of control over VAT payments, the tax authorities requested that the
Company provide the details of the Court decision as of March 2, 2009, concerning the reimbursement of losses from Telenor in favor of VimpelCom. Taking into consideration that the amount of the judgment is not related to the Companys
ordinary business obligations for goods or services, management believes that the amount is not subject to tax.

At this stage, we do not know
what, if any, further actions we will take or will be required to take regarding this matter and we cannot predict what, if any, impact this matter may have on our strategic shareholders, named board members or our Company. No amounts have been
accrued in these financial statements in relation to this claim.

Operating Lease Commitments

Operating lease commitments for each of the succeeding five years is expected to be as follows:



|           |  |        
|---------- |  | -------
|2009       |  | 86,037 
|2010       |  | 14,930 
|2011       |  | 13,294 
|2012       |  | 11,843 
|2013       |  | 9,686  
|Thereafter |  | 65,270 
|           |  |        
|Total      |  | 201,060
|           |  |        

Other Commitments

On August 13, 2008 the Company entered into an agreement with Apple Sales International (Apple) to purchase 1.5 million IPhone handsets
under the quarterly purchase installments over a two year period beginning with commercial launch in the fourth quarter 2008. The Company made 12% of its quarterly purchase installment of IPhones in 2008 but did not purchase the IPhone handsets in
the first quarter of 2009.



|22. | Subsequent Events
|--- | -----------------

In December 2007 and
in February 2008 VimpelCom in connection with acquisition of Golden Telecom, Inc provided to its wholly owned subsidiary Lillian Acquisition loans in the total amount of USD 4,128,400. Golden Telecom, Inc after merger with Lillian Acquisition became
a borrower under these loan agreements. On 22 January 2009 VimpelCom and Golden Telecom, Inc. completed conversion of the entire amount of the debt owed by Golden Telecom under these loan agreements into the equity of Golden Telecom, Inc and
became a direct owner of 96.27% of the share capital of Golden Telecom, Inc with remaining 3.73% owned by Vimpelcom Finance BV, wholly owned subsidiary of VimpelCom.



F-70



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|22. | Subsequent Events (continued)
|--- | -----------------------------



On 11 February, 2009 VimpelCom submitted to the Russian Federal Financial Markets Service
documentation required for the potential issuance of Russian ruble-denominated bonds through LLC VimpelCom-Invest, a wholly owned subsidiary of VimpelCom. The bonds may be issued depending on VimpelComs funding needs within a period of one
year from the date on which the Russian Federal Financial Markets Service registers the submitted documentation. The proposed amount of the issue is up to 30 billion Russian rubles, which is the equivalent of approximately US$834,992 at Central Bank
of Russia exchange rate as of 11 February 2009. The bonds will be guaranteed by VimpelCom.

The proposed maturity period is five years.
The coupons are to be paid semiannually. Bond holders will have the right to sell their bonds to VimpelCom-Invest earlier under conditions which will be determined prior to the public placement. The bonds may be issued in three series with face
values of 10 billion rubles for each, and the coupon rate for each series will be determined for the period prior to exercise of the put-option or redemption, depending on market conditions. The annual interest rate will be defined as the result of
a public placement.

VimpelCom intends to use the proceeds from the bonds for refinancing of its existing indebtedness denominated in foreign
currency and the development of VimpelComs core business. There is no assurance that VimpelCom will be able to issue these bonds or that if it does issue the bonds, that it will be able to issue bonds for the full amount intended.

On March 10, 2009, VimpelCom signed a three year loan agreement with Sberbank in the amount of RUR 8,000 million, the equivalent to US$223,855
as of March 10, 2009. The loan agreement bears annual maximum interest at a rate of 19.0% and matures on December 27, 2011. The indebtedness under this loan agreement will be secured by the pledge of the telecommunication equipment in the
Rouble amount equivalent to US$233,649 as of March 10, 2009.

On March 10, 2009, VimpelCom signed a four year loan agreement with
Sberbank in the amount of $US250,000. The loan agreement bears annual maximum interest at a rate of 13.0% and matures on December 27, 2012. The indebtedness under this loan agreement will be secured by the pledge of the telecommunication
equipment in the amount of US$257,500.

On March 24, 2009, VimpelCom signed a seven year loan agreement with HVB in the amount of
US$160,250. The facility is guaranteed by EKN export credit agency. The facility is to finance equipment and services provided to VimpelCom by Ericsson on a reimbursement basis. The principal amount will be repaid in 14 equal semi-annual payments
plus interest equal to 6-month LIBOR + 1.95% per annum. The maturity date of the loan is 2016.

In March 2009, we entered into a series
of forward agreements to acquire US$166,692 in Russian rubles to hedge our short-term US dollar denominated liabilities due in the fourth quarter of 2009.



F-71



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##### Table of Contents

Open Joint Stock Company Vimpel-Communications

Notes to Consolidated Financial Statements (continued)

(Amounts presented are in thousands of US dollars unless otherwise indicated

and except per share (ADS) amounts)



|22. | Subsequent Events (continued)
|--- | -----------------------------



In accordance with terms of the US$275,000 facility agreement dated 25 January 2007 among Golden
Telecom, Inc., EDN Sovintel LLC, GTS Finance, Inc. and syndicate of banks, Golden Telecom, Inc. must provide its audited consolidated financial statements. Event of default occurs in case annual consolidated financial statements are not provided
within 120 days after the end of the financial year and this breach is not remedied within 21 subsequent business days. On April 30, 2009 we have received a waiver letter from lenders with an extension of financial statements delivery period
until May 29, 2009. The Company is going to sign an amendment to the loan facility in order to exclude requirement to submit consolidated financial statements of Golden Telecom, Inc. or make prepayment of the full amount of the facility in case
signing of the amendment is not possible.



|23. | Restatement of the Measurement of Noncontrolling Interest
|--- | ---------------------------------------------------------

VimpelCom has restated its consolidated financial statements as of December 31, 2008 and for the year then ended. The restatement was required to correct the Companys application of EITF Topic D-98,
Classification and Measurement of Redeemable Securities (EITF Topic D-98), in accounting for the Companys contractual arrangements with respect to the 25% noncontrolling interest in its subsidiary Limnotex, which is held by
Crowell (Note 3). The Company concluded that the redemption features embedded within these contractual arrangements as modified on June 28, 2008 could or will result in the noncontrolling interest being redeemable outside of the control of VimpelCom
at various dates. Crowell may exercise a put option between January 1, 2010 and December 31, 2010, at a redemption amount of US$550,000 in the aggregate. Additionally, after the 2008 audited financial statements of KaR-Tel are issued, the Company
has a call option on the noncontrolling interest for a redemption amount determined by a fair value-based pricing mechanism which must be exercised on or before December 31, 2011. As of December 31, 2008, the redemption amount of the redeemable
noncontrolling interest based on this fair value-based pricing mechanism (as if the noncontrolling interest were currently redeemable) was US$566,000.

Prior to the restatement, the Company accounted for the noncontrolling interest at its carrying value as permanent equity under the line item Noncontrolling interest. In accordance with EITF Topic D-98, securities with
redemption features that are not solely within the control of the issuer should be classified outside of permanent equity. Accordingly, the Company determined that the noncontrolling interest held by Crowell in Limnotex should have been classified
as temporary equity (under the line item Redeemable noncontrolling interest) in its consolidated financial statements and recorded at its estimated fair value at the date of the change to the redemption features in its contractual
arrangements with Crowell. The difference between this amount and the previous carrying value of the noncontrolling interest was charged to VimpelComs shareholders equity.

The estimated fair value of the redeemable noncontrolling interest was calculated by discounting the future redemption amount of the noncontrolling interest from January 1, 2010 (the date on which the
noncontrolling interest first becomes redeemable outside of VimpelComs control). The redeemable noncontrolling interest has been valued based on the terms of the put option because the fair value of the redemption amount that may be required
on January 1, 2010 under the put option exceeded the fair value of the redemption amount that may be required on December 31, 2011 under the call option. If, in the future, the fair value of the redemption amount under the call option at the latter
redemption date is greater, the Redeemable noncontrolling interest will accrete to that amount.

Following the initial adjustment, the
redeemable noncontrolling interest is then accreted to its redemption amount over the redemption term. The redeemable noncontrolling interest is first credited with its share of earnings of the Companys subsidiary, Limnotex, and, to the extent
that this is less than the required accretion, the difference is charged to additional paid-in capital. The charge to additional paid-in capital does not affect net income attributable to VimpelCom in the Companys income statement, but does
reduce the numerator in the calculation of earnings per share (see Note 18).

The amounts originally presented in additional paid-in capital,
accumulated other comprehensive loss, and noncontrolling interest as of December 31, 2008 have been restated to initially recognize the redeemable noncontrolling interest as temporary equity on June 28, 2008 at fair value and to account for the
subsequent accretion of the redeemable noncontrolling interest as described above.



The following table presents the effect of the restatement on the consolidated balance sheet and earnings per share:



|                                                                        |  |                                                        |            |   |             |   |          |             |  |   |            |  
|----------------------------------------------------------------------- |  | ------------------------------------------------------ | ---------- | - | ----------- | - | -------- | ----------- |  | - | ---------- | -
|                                                                        |  | December 31, 2008                                      |           
|                                                                        |  | As previously reported                                 |            |   | Adjustments |   |          | As restated | 
|                                                                        |  | (In thousands of US dollars, except per share amounts) |           
|Total Assets                                                            |  | $                                                      | 15,725,153 |   |             | $ |         |             |  | $ | 15,725,153 |  
|                                                                        |  |                                                        |           
|Total current liabilities                                               |  |                                                        | 3,814,302  |   |             |   |         |             |  |   | 3,814,302  |  
|                                                                        |  |                                                        |           
|Total liabilities                                                       |  |                                                        | 11,115,307 |   |             |   |         |             |  |   | 11,115,307 |  
|                                                                        |  |                                                        |           
|Commitments, contingencies and uncertainties                            |  |                                                        |           |   |             |   |         |             |  |   |           |  
|                                                                        |  |                                                        |           
|Redeemable noncontrolling interest                                      |  |                                                        |           |   |             |   | 469,604  |             |  |   | 469,604    |  
|                                                                        |  |                                                        |           
|Equity                                                                  |  |                                                        |            |   |             |   |          |             |  |   |            |  
|                                                                        |  |                                                        |           
|Convertible voting preferred stock                                      |  |                                                        |           |   |             |   |         |             |  |   |           |  
|                                                                        |  |                                                        |           
|Common stock                                                            |  |                                                        | 92         |   |             |   |         |             |  |   | 92         |  
|Additional paid-in capital                                              |  |                                                        | 1,445,426  |   |             |   | (280,239 | )           |  |   | 1,165,187  |  
|Retained earnings                                                       |  |                                                        | 3,271,878  |   |             |   |         |             |  |   | 3,271,878  |  
|Accumulated other comprehensive loss                                    |  |                                                        | (88,941    | ) |             |   | (1,079   | )           |  |   | (90,020    | )
|Treasury stock                                                          |  |                                                        | (239,649   | ) |             |   |         |             |  |   | (239,649   | )
|Total VimpelCom shareholders equity                                    |  |                                                        | 4,388,806  |   |             |   | (281,318 | )           |  |   | 4,107,488  |  
|                                                                        |  |                                                        |           
|Noncontrolling interest                                                 |  |                                                        | 221,040    |   |             |   | (188,286 | )           |  |   | 32,754     |  
|                                                                        |  |                                                        |           
|Total equity                                                            |  |                                                        | 4,609,846  |   |             |   | (469,604 | )           |  |   | 4,140,242  |  
|                                                                        |  |                                                        |           
|Total liabilities, redeemable noncontrolling interest and equity        |  | $                                                      | 15,725,153 |   |             | $ |         |             |  | $ | 15,725,153 |  
|                                                                        |  |                                                        |           
|Basic net income attributable to VimpelCom per common share (Note 18)   |  |                                                        | 10.34      |   |             |   | (.02     | )*          |  |   | 10.32      |  
|                                                                        |  |                                                        |           
|Diluted net income attributable to VimpelCom per common share (Note 18) |  |                                                        | 10.34      |   |             |   | (.02     | )*          |  |   | 10.32      |  



|* | - impact of accretion in redeemable noncontrolling interest on the numerator in the earnings per share calculation (US$1,060) (Note 18)
|- | ---------------------------------------------------------------------------------------------------------------------------------------

Corresponding revisions were also made to the consolidated statements of income and equity and accumulated other comprehensive income for the year ended
December 31, 2008.



F-72



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##### Table of Contents

EXHIBIT LIST



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.1         |  | Restated Charter of VimpelCom, approved by the annual general meeting of shareholders of VimpelCom on June 29, 2007, and as amended by the board of directors of VimpelCom on August
22, 2007.+####                                                                                                                                                                                                                                                                                                                                      
|            | 
|2.1         |  | Deposit Agreement, dated November 20, 1996, by and among VimpelCom, The Bank of New York, as the depositary, and all owners or beneficial owners of ADSs.*                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|2.2         |  | Loan Agreement, dated June 10, 2004, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|2.3         |  | Trust Deed, dated June 16, 2004, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|2.4         |  | Further Loan Agreement, dated July 8, 2004, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|2.5         |  | Supplemental Trust Deed, dated July 14, 2004, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|2.6         |  | Loan Agreement, dated October 18, 2004, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|2.7         |  | Trust Deed, dated October 22, 2004, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|2.8         |  | Loan Agreement, dated February 8, 2005, by and between VimpelCom and UBS (Luxembourg) S.A.##                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|2.9         |  | Trust Deed, dated February 11, 2005, by and between UBS (Luxembourg) S.A. and The Bank of New York.##                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|2.10        |  | Deed of Amendment, dated April 21, 2006, between VimpelCom, UBS (Luxembourg) S.A. and The Bank of New York, amending the Loan Agreement and the Further Loan Agreement, dated June
10, 2004 and July 8, 2004, respectively, between VimpelCom and UBS (Luxembourg) S.A. and assigning certain rights, interests and benefits of UBS (Luxembourg) S.A. therein pursuant to the Trust Deed and the Supplemental Trust Deed, dated June 16,
2004 and July 14, 2004, respectively, between UBS (Luxembourg) S.A. and The Bank of New York.###
|            | 
|2.11        |  | Loan Agreement, dated May 12, 2006, by and between VimpelCom and UBS (Luxembourg) S.A.###                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|2.12        |  | Trust Deed, dated May 22, 2006, by and between UBS (Luxembourg) S.A. and The Bank of New York.###                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|2.13        |  | Loan Agreement, dated April 28, 2008, by and between VimpelCom and VIP Finance Ireland Limited.####                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|2.14        |  | Trust Deed, dated April 30, 2008, by and between VIP Finance Ireland Limited, BNY Corporate Trustee Services Limited, The Bank of New York, London Branch, The Bank of New York, New
York Branch and The Bank of New York (Luxembourg) S.A.####                                                                                                                                                                                                                                                                                          
|            | 
|2.15        |  | Loan Agreement, dated April 28, 2008, by and between VimpelCom and VIP Finance Ireland Limited.####                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|2.16        |  | Trust Deed, dated April 30, 2008, by and between VIP Finance Ireland Limited, BNY Corporate Trustee Services Limited, The Bank of New York, London Branch, The Bank of New York, New
York Branch and The Bank of New York (Luxembourg) S.A.####                                                                                                                                                                                                                                                                                          



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##### Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1   |  | Form of Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | 
|4.2   |  | Primary Agreement, dated as of May 30, 2001, by and among VimpelCom, Telenor East Invest AS and Eco Telecom Limited.§§                                                                                                                                                                                                                                                                                                                                                             
|      | 
|4.3   |  | Registration Rights Agreement, dated as of May 30, 2001, by and among VimpelCom, Telenor East Invest AS and Eco Telecom Limited.§§                                                                                                                                                                                                                                                                                                                                                 
|      | 
|4.3.1 |  | Amendment No. 1 to Registration Rights Agreement, dated August 28, 2003, to Registration Rights Agreement, dated May 30, 2001, by and among VimpelCom, Telenor East Invest AS and Eco
Telecom Limited.#                                                                                                                                                                                                                                                                            
|      | 
|4.4   |  | Guarantee Agreement, dated as of May 30, 2001, by and among Telenor ASA, as guarantor, and VimpelCom, VimpelCom-Region and Eco Telecom Limited, as
beneficiaries.§                                                                                                                                                                                                                                                                                                                 
|      | 
|4.5   |  | Guarantee Agreement, dated as of May 30, 2001, by and among CTF Holdings Limited, as limited guarantor, Eco Holdings Limited, as general guarantor, and VimpelCom, VimpelCom-Region
and Telenor East Invest AS, as beneficiaries.§§                                                                                                                                                                                                                                                
|      | 
|4.6   |  | $3.5 billion Facility Agreement, dated February 8, 2008, between VimpelCom and ABN AMRO Bank N.V., London Branch, Barclays Capital, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank
plc, ING Bank N.V. and UBS Limited as mandated lead arrangers and bookrunners, ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas, CALYON, Citibank, N.A., HSBC Bank plc, ING Bank N.V., Dublin Branch and UBS (Luxembourg) S.A. as original lenders and
Citibank International plc as agent.§§§
|      | 
|4.7   |  | Agreement and Plan of Merger dated December 21, 2007, among VimpelCom Finance B.V., Lillian Acquisition, Inc. and Golden Telecom, Inc.^                                                                                                                                                                                                                                                                                                                                            
|      | 
|8.    |  | List of Subsidiaries.^^                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | 
|12.1  |  | Certification of General Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241.^^                                                                                                                                                                                                                                                                                                                                                             
|      | 
|12.2  |  | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241.^^                                                                                                                                                                                                                                                                                                                                                                          
|      | 
|12.3  |  | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 15 U.S.C. Section 7241.^^                                                                                                                                                                                                                                                                                                                                                                          
|      | 
|13.1  |  | Certification of General Director, CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.^^                                                                                                                                                                                                                                                                                                                                                
|      | 
|15.1  |  | Consent of Ernst & Young LLC.^^                                                                                                                                                                                                                                                                                                                                                                                                                                                    



|* | Incorporated by reference to the Registration Statement on Form F-1 (Registration No. 333-5694) of Open Joint Stock Company Vimpel-Communications.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Registration Statement on Form F-3 (Registration No. 333-12210) of Open Joint Stock Company Vimpel-Communications.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
1997 (SEC File No. 1-14522).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
1998 (SEC File No. 1-14522).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
1999 (SEC File No. 1-14522).
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2000 (SEC File No. 1-14522).
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2002.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2003.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|## | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2004.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|### | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|#### | Incorporated by reference to the Annual Report on Form 20-F of Open Joint Stock Company Vimpel-Communications for the fiscal year ended December 31,
2007.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|§ | Incorporated by reference to Form 6-K of Open Joint Stock Company Vimpel-Communications furnished to the Securities and Exchange Commission on May 9,
2001.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|§§ | Incorporated by reference to Form 6-K of Open Joint Stock Company Vimpel-Communications furnished to the Securities and Exchange Commission on June 14,
2001.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|§§§ | Incorporated by reference to exhibit (b)(4) to the Schedule TO-T/A filed by Lillian Acquisition, Inc. with the Securities and Exchange Commission on February 8,
2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|^ | Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Golden Telecom, Inc. with the Securities and Exchange Commission on
December 21, 2007
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|^^ | Filed herewith.
|-- | ---------------

|+ | English translation.
|- | --------------------