Telenor ASA — Capital/Financing Update 2017

Apr 7, 2017

Telenor announces pricing of its offering of 70 million VEON common shares and ADSs

Telenor announces pricing of its offering of 70 million VEON common shares and ADSs

(Fornebu, 7 April 2017) Telenor ASA today announces that the

underwriters have priced its offering of 70 million common shares in

VEON Ltd. (formerly known as VimpelCom Ltd.) in the form of common

shares and American Depositary Shares (ADSs) at a public offering price

of USD 3.75 per ADS/share, resulting in net proceeds to Telenor of USD

259 million.

The offering is expected to close on or about 12 April 2017. Today's

transaction represents 4.0 per cent of VEON's total outstanding common

shares, leaving Telenor with approximately 346.7 million VEON ADSs

(19.7 per cent of VEON's total outstanding common shares), including

the VEON ADSs that are underlying Telenor's USD 1 billion, 3-year

exchangeable bond due 2019.

Citigroup and Morgan Stanley have acted as joint global coordinators

and joint bookrunners for the offering.

Following the transaction, VEON will no longer be treated as an

associated company in Telenor's financial reporting and all of the

previously recognised currency translation differences, amounting to an

accounting loss of NOK 7.5 billion, including tax effects related to

the hedging instruments, will be reclassified to the income statement.

The effects of reclassification do not impact the total equity of

Telenor. The effect will be recognised in the second quarter 2017.

The net proceeds of USD 259 million (around NOK 2.2 billion) will be

included in Telenor's cash flow statement for the second quarter 2017.

The offering of common shares and ADSs is being made pursuant to VEON's

shelf registration statement on Form F-3 initially filed with the

Securities and Exchange Commission (SEC) on 23 May 2014, as amended and

most recently declared effective on 20 April 2016 (the "Registration

Statement"). The common shares and ADSs will be offered only by means

of a prospectus and accompanying prospectus supplement forming a part

of the effective Registration Statement. Prospective investors should

read the prospectus included in the Registration Statement, the

preliminary prospectus supplement and other documents that VEON has

filed with the SEC for more information. The Registration Statement,

the preliminary prospectus supplement and the documents incorporated by

reference therein are available at the SEC's website at www.sec.gov.

Alternatively, a copy of the prospectus and related final prospectus

supplement may be obtained, when available, from Citigroup Global

Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island

Avenue, Edgewood, NY 11717, toll-free: (800) 831-9146; Morgan Stanley &

Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention:

Prospectus Department.

This press release shall not constitute an offer to sell or the

solicitation of an offer to buy, nor shall there be any sale of these

securities in any state or other jurisdiction in which such an offer,

solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such state or other

jurisdiction.

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 common shares and ADSs are only available to,

and any invitation, offer or agreement to subscribe, purchase or

otherwise acquire such common shares and ADSs 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.

Investor Relations

Marianne Moe

Mobile: +47 9161 7631

marianne.moe@telenor.com

Helge Øien

Mobile: +47 9131 9242

helge.oien@telenor.com

Media Contact

Glenn Mandelid

Mobile: +47 9266 1300

glenn.mandelid@telenor.com

Meera Bhatia

Mobile: +47 4684 4959

meera.bhatia@telenor.com