Telenor ASA — Capital/Financing Update 2016

Sep 16, 2016

Telenor announces pricing of USD 1,000,000,000 bond exchangeable for VimpelCom ADSs

Telenor announces pricing of USD 1,000,000,000 bond exchangeable for VimpelCom ADSs

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE

UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA, SPAIN

OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,

PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE

THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.

Telenor ASA today announces the pricing of its USD

1,000,000,000, 3-year bond exchangeable for up to of

204,081,633 VimpelCom ADSs (subject to adjustment).

The bonds were priced with an annual coupon of 0.25 per

cent, payable semi-annually in arrear. The bonds' initial

exchange price represents a premium of 40 per cent above the

reference ADS price, which is USD 3.50 per ADSs (the public

offering price of the ADSs in the United States). All other

terms were unchanged from those described in Telenor's 15

September 2016 press release.

These transactions follow Telenor's previous announcements

of its intention to divest its stake in VimpelCom. VimpelCom

is listed on NASDAQ in the United States under the ticker

"VIP".

Morgan Stanley and J.P. Morgan acted as joint global

coordinators and joint bookrunners and Citigroup and Credit

Suisse acted as joint bookrunners for the offering.

The distribution of this press release and the offer and

sale of the bond in certain jurisdictions may be restricted

by law. The bond may not be offered to the public in any

jurisdiction in circumstances which would require the

preparation or registration of any prospectus or offering

document relating to the bond in such jurisdiction. No

action has been taken by Telenor ASA or any of the

Bookrunners or any of their respective affiliates that would

permit an offering of the bonds or possession or

distribution of this press release or any other offering or

publicity material relating to such securities in any

jurisdiction where action for that purpose is required.

Persons into whose possession this press release comes are

required to inform themselves about and to observe any such

restrictions.

This press release is for information purposes only and does

not constitute or form a part of an offer to sell or a

solicitation of an offer to purchase any security of Telenor

ASA or VimpelCom Ltd. in the United States or in any other

jurisdiction where such offer or solicitation is unlawful.

The bond described in this press release has not been and

will not be registered under the U.S. Securities Act of

1933, as amended (the "Securities Act"), or any applicable

state or foreign securities laws. The securities described

in this press release may not be offered or sold in the

United States absent registration or an exemption from the

registration requirements of the Securities Act. There shall

be no public offering of the bond in the United States. Any

public offering of the ADSs will be made solely by means of

a prospectus that may be obtained from Telenor ASA.

Neither this press release nor any copy of it may be taken,

transmitted or distributed, directly or indirectly in or

into the United States, Canada, Australia, Japan, South

Africa, Spain or any other state or jurisdiction in which

such action would be unlawful. Any failure to comply with

this restriction may constitute a violation of United

States, Canadian, Australian, Japanese, South African,

Spanish or other applicable securities laws.

For readers in the European Economic Area: In any EEA Member

State that has implemented the Prospectus Directive, this

communication is only addressed to and directed at qualified

investors in that Member State within the meaning of the

Prospectus Directive. The term "Prospectus Directive" means

Directive 2003/71/EC (and amendments thereto, including

Directive 2010/73/EU, to the extent implemented in each

relevant Member State), together with any relevant

implementing measure in the relevant Member State.

For readers in the United Kingdom: This communication is

being directed only at (i) persons who are outside the

United Kingdom or (ii) investment professionals falling

within Article 19(5) ("Investment professionals") of the

Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the "Order") or (iii) certain high

value persons and entities who fall within Article 49(2)(a)

to (d) ("High net worth companies, unincorporated

associations etc") of the Order; or (iv) any other person to

whom it may lawfully be communicated (all such persons in

(i) to (iv) together being referred to as "relevant

persons"). The bonds are only available to, and any

invitation, offer or agreement to subscribe, purchase or

otherwise acquire such bonds will be engaged in only with,

relevant persons. Any person who is not a relevant person

should not act or rely on this document or any of its

contents.