Telenor ASA — Share Issue/Capital Change 2016

Sep 12, 2016

Telenor commences sale of a portion of its stake in VimpelCom Ltd.

Telenor commences sale of a portion of its stake in VimpelCom Ltd.

Telenor ASA today announced that it has commenced a public

offering in the United States of 142,500,000 of its

VimpelCom Ltd. American Depository Shares (ADSs).

Telenor currently owns approximately 580 million ADSs, or 33

per cent of VimpelCom's total outstanding common shares. The

transaction announced today represents 24.5 per cent of the

ADSs that Telenor owns (8.1 per cent of VimpelCom's total

outstanding common shares).

Telenor intends to grant the underwriters an option to

purchase up to 21,375,000 additional ADSs at the public

offering price, less underwriting discounts and commissions.

The price at which Telenor will sell the ADSs has not yet

been determined.

Before pricing of the ADS offering, Telenor may also launch

a 3-year bond exchangeable into VimpelCom ADSs in an

aggregate principal amount of up to USD 1,000,000,000, with

an exchange premium which could be up to 35 per cent. The

exchangeable bond will be launched outside the United States

to non-US persons, pursuant to Regulation S under the U.S.

Securities Act.

This transaction follows Telenor's announcement on 5 October

2015 of its intention to divest its stake in VimpelCom,

which is listed on NASDAQ in the United States under the

ticker "VIP".

Telenor will not comment beyond today's announcement at this

point in time. The pricing of the offering will be announced

following the completion of the bookbuilding process.

Morgan Stanley and J.P. Morgan will act as joint global

coordinators and joint lead bookrunners, and Citigroup and

Credit Suisse will act as joint bookrunners for the

offering.

The offering is being made pursuant to VimpelCom'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 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

VimpelCom 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

preliminary prospectus supplement may be obtained, when

available, from Morgan Stanley & Co. LLC, 180 Varick Street,

2nd Floor, New York, NY 10014, Attention: Prospectus

Department; J.P. Morgan Securities LLC, c/o Broadridge

Financial Solutions, 1155 Long Island Avenue, Edgewood, NY

11717, toll-free: (866) 803-9204, email: prospectus-

eq_fi@jpmchase.com; Citigroup Global Markets Inc., c/o

Broadridge Financial Solutions, 1155 Long Island Avenue,

Edgewood, NY 11717, toll-free: (800) 831-9146; or Credit

Suisse Securities (USA), LLC, Attn: Prospectus Department,

One Madison Avenue, New York, NY 10010, Phone: (800) 221-

1037, Email: newyork.prospectus@credit-suisse.com.

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 ADSs are only available to, and any

invitation, offer or agreement to subscribe, purchase or

otherwise acquire such 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.