AMSTERDAM -- VimpelCom Ltd. ("VimpelCom") and Weather Investments S.p.A. ("Weather") are pleased to announce that they have signed an agreement today to combine the two groups (the "Transaction") creating the world's fifth largest mobile telecommunications carrier by subscribers with pro forma net operating revenues of US$21.5 billion and pro forma EBITDA of US$9.5 billion for the year ended 31 December, 2009.

At the closing of the Transaction, VimpelCom Ltd will own, through Weather, 51.7% of Orascom Telecom Holding S.A.E. ("Orascom Telecom") and 100% of Wind Telecomunicazioni S.p.A. ("Wind Italy"). Under the terms of the Transaction, Weather shareholders will contribute to VimpelCom their shares in Weather in exchange for a consideration consisting of 325,639,827 newly issued VimpelCom common shares, US$1.8 billion in cash and certain assets that will be demerged from Orascom Telecom and from Wind Italy. The Weather interests in these assets, which principally comprise Orascom Telecom's investments in Egypt and North Korea, will be transferred to the current Weather shareholders. Wind Hellas Telecommunications S.A. in Greece is entirely excluded from the Transaction.

The VimpelCom shares issued to Weather shareholders at the closing of the Transaction will represent a 20.0% economic interest and a 18.5% voting interest in the enlarged VimpelCom group. Upon issuance of the new VimpelCom shares, Telenor ASA, holding through its subsidiaries Telenor Mobile Communications AS and Telenor East Invest AS ("Telenor"), and Altimo Holdings & Investments Limited, holding through its subsidiary Altimo Cooperatief U.A. ("Altimo"), will hold 31.7% and 31.4% of the economic rights and 29.3% and 36.4% of the voting rights, respectively, of VimpelCom. Minority shareholders in VimpelCom will represent 17.0% of the economic rights and 15.7% of the voting rights.

VimpelCom Ltd. (NYSE: VIP)