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Notice of the 2014 Annual General meeting of shareholders of VimpelCom Ltd


Dear Shareholder,

It is a pleasure to invite you to the 2014 annual general meeting of shareholders (the “AGM”) of VimpelCom Ltd. (“VimpelCom” or the “Company”). The Supervisory Board of the Company has resolved that the AGM will be held on Monday 28 July 2014 at 08.45 am (central European time) at Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. Only the holders of record of VimpelCom shares at the close of business on 25 June 2014, the record date for the AGM, are entitled to vote at the AGM under Bermuda law and the VimpelCom bye-laws.

The agenda of the meeting is as follows:

  1. Shareholders to receive audited financial statements of the Company for the financial year that ended December, 31 2013;
  2. Election of individual directors to the supervisory board (information about the candidates is provided in attachment 1);
  3. Appoint PriceWaterhouseCoopers Accountants NV (“PWC”) as the Company’s auditor, such appointment expiring at the conclusion of the 2015 annual general meeting of shareholders of the Company; and
  4. Any other business which may properly come before the meeting or any adjournment of the meeting.

The formal notice of the AGM is set out on the following page of this document.

The report of our previous auditor, Ernst & Young Accountants LLP, and the financial statements of the Company for the financial year ended 31 December 2013 (prepared in accordance with IFRS) appears on the Company’s website at www.vimpelcom.com and may be found at http://vimpelcom.com/#Investor-relations/Reports--results/20-F/

As part of VimpelCom’s regular review of its external auditor, the Supervisory Board performed a tender process, which resulted in the proposal to appoint PWC as the new external auditor of the Company with effect from the end of the close of the 2014 AGM. The Company’s previous auditor, Ernst & Young Accountants LLP having resigned on 12 June 2014, the Supervisory Board of the Company appointed PWC as the auditor of the Company pending the AGM. The affirmative vote of a majority of the votes cast at the AGM, at which a quorum is present, will be required to appoint PWC as the Company’s auditor until the conclusion of the 2015 AGM. Voting on the election of directors will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 5 of this document. VimpelCom shareholders are requested to complete and return the proxy form or voting instruction form (as relevant to how your shares are held) to ensure that their shares will be represented at the AGM. If you have any questions, you may contact Remco Vergeer at +31621187402 or remco.vergeer@vimpelcom.com. Information regarding the resolutions to be proposed at the AGM is set out on page 5 of this document. We encourage you to read that information carefully.

VimpelCom’s Supervisory Board recommends that shareholders vote in favour of the proposal  forthe appointment of PWC as the Company’s auditor until the conclusion of the 2015 AGM.

Notice of the 2014 Annual General meeting of shareholders +

VimpelCom Ltd. Proxy Form +

Letter accompanying additional SB nomination+

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