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28 Jul 2000

$225.4 Million securities offering

Underwriters exercise over-allotment options

Moscow and New York (July 28, 2000) - Open Joint Stock Company "Vimpel-Communications" ("VimpelCom" or the "Company") (NYSE: VIP), a leading provider of mobile telecommunications services in Russia, announced today the completion of the sale of securities raising a total of $225.4 million. In addition, the Company announced that due to the substantial over-subscription and strong after-market demand in the public offering, the underwriters of its public offerings of American Depositary Shares ("ADSs") and 5.5% Senior Convertible Notes due 2005 have exercised their over-allotment options in full.

Including the over-allotment options, VimpelCom sold 4,554,844 ADSs at $215/8 per ADS and $75.0 million aggregate principal amount of convertible notes in the public offerings, raising $173.5 million. In addition, VimpelCom sold 2,400,532 ADSs at $215/8 per ADS to its strategic partner Telenor East Invest AS, raising $51.9 million. Together, these offerings raised a total of $225.4 million in gross proceeds for VimpelCom.

The convertible notes will mature on July 28, 2005. Holders of the convertible notes may earlier convert the notes into ADSs at a conversion price of $27.0312 per ADS, subject to certain adjustments. VimpelCom will pay cash interest on the convertible notes at the rate of 5.5% per annum from July 28, 2000, payable semi-annually on January 28 and July 28 of each year, commencing January 28, 2001. Unless previously converted or redeemed, VimpelCom will repay the convertible notes at maturity at 135.41% of their principal amount, resulting in a yield to maturity of 11.0% per annum compounded on a semi-annual basis. The convertible notes are redeemable by VimpelCom starting from July 28, 2003 at their accreted value if the market price of the ADSs on the NYSE exceeds 140% of the conversion price during a period of 30 consecutive trading days.

The convertible notes are the direct, unconditional senior unsecured obligations of a subsidiary of VimpelCom. VimpelCom issued a guarantee of the convertible notes that is a direct, unconditional senior unsecured obligation of VimpelCom.

VimpelCom's newly issued ADSs will be listed on the NYSE under the temporary symbol "VIPT," until the shares of common stock underlying the ADSs are registered by the Russian Federal Commission on the Securities Markets and will then trade under our permanent symbol "VIP." Each ADS represents three-quarters of one share of VimpelCom's common stock. The convertible notes are listed on the NYSE under the symbol "VIP 05."

VimpelCom plans to use the proceeds of the public offerings to (i) continue implementing its subscriber growth strategy and expand its GSM network and information technology infrastructure in its Moscow and contiguous license areas, (ii) increase marketing of its value-added services and develop its wireless Internet access and content delivery, (iii) develop its GSM network in key cities of its regional license areas, (iv) implement and fund an employee stock option plan, and (v) fund other general corporate requirements.

UBS Warburg acted as sole bookrunner and lead manager and Donaldson, Lufkin & Jenrette and Morgan Stanley Dean Witter as joint lead managers of the public offerings. Troika Dialog, a Russian investment bank, acted as financial adviser to VimpelCom.

VimpelCom is a leading wireless telecommunications service company in Russia, operating under the "Bee Line" family of brand names, which are among the most recognized brand names in Russia. VimpelCom's license portfolio covers approximately 70% of Russia's population (100 million people), including the City of Moscow and the Moscow Region, which is the Company's primary market. VimpelCom was the first Russian company to list its shares on the NYSE.


This press release contains "forward-looking statements," as that phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to the Company's development and are based on Management's best assessment of the Company's strategic and financial position and of 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 competition, governmental regulations of the wireless telecommunications industry, general political uncertainties in Russia and general economic developments in Russia and other factors. As a result of such risks and uncertainties, there can be no assurance that the effects of competition or current or future changes in the political, economic and social environment or current or future regulation of the Russian telecommunications industry will not have a material adverse effect on the VimpelCom Group. 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, 1999 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 release, or to make corrections to reflect future events or developments.


For more information, please contact:
Valery Goldin
VimpelCom (Moscow)
7(095) 974-5888

Sigrid Peterson
Edelman Financial Worldwide
1(212) 704 8284