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3070351L 0 VimpelCom-Region Merger September 2003 Capturing 100% of the growth
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3070351L 1 Disclaimer This presentation contains "forward-looking statements", as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate, in part, to the consummation of the merger and related transactions which are subject to shareholder, regulatory and certain other approvals, as well as certain other conditions precedent, including the transfer of VimpelCom-Region’s licenses and permissions to VimpelCom. If any of the approvals are not obtained or any condition precedent is not met, the merger will not be consummated. The forward-looking statements relate to the Company's development and are based on management's best assessment of the Company's ability to consummate the merger and related transactions, its strategic and financial position and future market conditions and trends. These discussions involve risks and uncertainties. The actual outcome may differ materially from these statements as a result of unforeseen developments from regulatory authorities, competition, governmental regulations of the wireless telecommunications industry, general political uncertainties in Russia, general economic developments in Russia and other factors. As a result of such risks and uncertainties, there can be no assurance that the merger will be consummated. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risks described in the Company's Annual Report on Form 20-F for the year ended December 31, 2002 and other public filings made by the Company with the United States Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this presentation, or to make corrections to reflect future events or developments.
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3070351L 2 Presentation team Jo Lunder Elena A. Shmatova Valery P. Goldin Chief Executive Officer, Chairman-Elect Chief Financial Officer Vice President - International and Investor Relations
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3070351L 3 VimpelCom overview Second largest cellular operator in Central and Eastern Europe –GSM license portfolio covering 134 million people in Russia –49% market share in Moscow and 30% in Russia –ten-fold increase in subscriber base since the beginning of 2001 First Russian company to list on NYSE –$2.9 billion market cap. (as of August 28, 2003) –50% free float 55.3% ownership in VimpelCom-Region (“VIP-R”) –VIP-R EBITDA and net income positive in 2003 Benchmark for transparency and corporate governance in Russia VimpelCom subscriber base, million Moscow license areaRegions 20012002 0 1 2 3 4 5 6 7 8 9 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2 28/08 2003 Source: VimpelCom
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3070351L 4 VimpelCom 2Q2003 financial highlights Source: VimpelCom Net revenues, $ millionNet income, $ million EBITDA, $ million EBITDA margin 75.6% 139.9% 95.0%
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3070351L 5 Significant milestones Moscow Regions VIP-R established to develop super-regions with licenses in Central, Volga, Siberia, North Caucasus 19981999 2001 20022003 Strategic alliance with Alfa Group 1 million subscribers in the regions Profitability in the regions Alfa invests further $58.5m into VIP-R Strategic alliance with Telenor Commercial launch of BeeLine GSM 900/1800 network 1 million subscribers in Moscow No.1 market share in Moscow 4.8 million subscribers in Moscow Acquisition of GSM license for Northwest super-region incl. St. Petersburg Alfa and Telenor each invest $58.5m into VIP-R Return to profitability Alfa invests $103m of equity into VimpelCom 3.7 million subscribers in the regions VimpelCom invests $117m into VIP-R Phase 1 Acquisition of license for Urals super-region Phase 2 Phase 3 Merger announced DecJul AugMayFeb Dec JunAugMar Sep Nov
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3070351L 6 Attractive growth opportunities in the regions Population, million Source: Goskomstat, S&P, AC&M Consulting, J’Son & Partners Wireless penetration, % 6.3 17.0 121.9 Moscow license area St. Petersburg and Leningrad region Regions (excl. St. P.) Mobile subscribers, million GDP per capita (2002), $ 1,770 5,850 1,770 MoscowSt. Petersburg and Leningrad region Regions (excl. St. P.) Moscow St. Petersburg Regions Moscow St. Petersburg
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3070351L 7 VimpelCom in the regions Six super-regional licenses 150% revenue growth in first half 2003 Positive contribution to EBITDA since 3Q02 and to net income since 1Q03 No. 1 in Siberia super-region No. 2 and fastest growing in Central and Volga super-regions Solid growth in South and promising start in Northwest Urals to be launched in 4Q2003 Regional and Moscow operations now equally important parts of our business VimpelCom market share, % VimpelCom regional subscribers, 000s Source: VimpelCom 1Q012Q013Q014Q011Q022Q023Q024Q021Q032Q03 57 100 123 200 285 431 723 1,440 2,242 3,005 3,695 28.08.03 0% 10% 20% 30% 40% 50% 60% 1Q012Q013Q014Q011Q022Q023Q024Q021Q032Q03 MoscowRegionsRussia
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3070351L 8 Why accelerate the merger The 2001 VimpelCom-Region Shareholders Agreements give all parties the right to accelerate the merger process prior to December 2007 Risk profile of the regions has changed - the VimpelCom-Region structure has now served its purpose VimpelCom’s management sees significant benefits in merging now –attractive terms achievable –capturing 100% growth in the regions instead of only 55% –unlocking synergies and achieving greater efficiencies –unified platform for further consolidation
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3070351L 9 The merger transaction In connection with the merger of VimpelCom and VIP-R, Alfa and Telenor will exchange their aggregate 44.7% interest in VIP-R for 10.9 million new VimpelCom common shares (equal to 14.6 million ADSs) –VimpelCom the surviving entity –21.4% economic ownership dilution at closing (on a fully diluted basis) Fairness opinion received from UBS Limited EGM called for 24 October 2003 (on certain issues, only disinterested shareholders may vote) –50% of disinterested shareholders are required to approve the transaction The new VimpelCom ownership structure
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3070351L 10 Relative valuation Valuation ratio of 0.91 : 1 between VIP-R and the rest of VimpelCom (predominantly Moscow) –implying that 33.6% of VimpelCom’s market cap. is attributable to its 55.3% stake in VIP-R Number of subscribers in the regions to exceed Moscow during 2004 Revenues in the regions to exceed Moscow during 2005 EBITDA in the regions to equal Moscow during 2005 Merger expected to be EPS accretive in 2005 –assuming synergies from tax, interest expense, G&A Source: VimpelCom Subscribers 2003E2004E2005E Net revenues 2003E2004E2005E MoscowRegions 2003E2004E2005E EBITDA
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3070351L 11 Capital expenditure, $ million Our capital expenditure program 0 100 200 300 400 500 600 700 20022003E2004E2005E MoscowRegions Strong funding position –Strong cash flow generation –Strong balance sheet –Access to debt capital markets
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3070351L 12 A strong balance sheet VimpelCom’s balance sheet (as of June 30, 2003) $000 Cash and cash equivalents Total assets Interest bearing debt Total shareholders’ equity Debt*** / total shareholders’ equity Debt*** / total assets Actual 188,490 1,977,365 755,897 760,000 99% 38% 246,990 2,613,647 755,897 1,491,269 51% 29% *Pro forma for Alfa Group's $58.5 million VIP-R equity contribution and VimpelCom / VIP-R merger **Includes long-term inter-company loans due to VimpelCom of $94,363 VIP-R 28,640 753,687 340,610** 271,397 ***Interest bearing debt only consolidated Debt*** / EBITDA****1.74 Pro forma consolidated* ****EBITDA - Operating income before depreciation & amortization for the 12 months ended June 30, 2003
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3070351L 13 Summary Strong strategic rationale for merging with VimpelCom-Region A strong platform for further consolidation Poised to capture 100% of returns from the regions Attractive merger terms achievable EGM shareholder support required
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