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VimpelCom-Region Merger

September 2003

Capturing 100% of the growth

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Disclaimer

This presentation contains "forward-looking statements", as the phrase is defined in Section 27A of the Securities

Act and Section 21E of the Exchange Act. These statements relate, in part, to the consummation of the merger and

related transactions which are subject to shareholder, regulatory and certain other approvals, as well as certain

other conditions precedent, including the transfer of VimpelCom-Region’s licenses and permissions to VimpelCom.

If any of the approvals are not obtained or any condition precedent is not met, the merger will not be consummated.

The forward-looking statements relate to the Company's development and are based on management's best

assessment of the Company's ability to consummate the merger and related transactions, its strategic and financial

position and 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 regulatory

authorities, competition, governmental regulations of the wireless telecommunications industry, general political

uncertainties in Russia, general economic developments in Russia and other factors. As a result of such risks and

uncertainties, there can be no assurance that the merger will be consummated. 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, 2002 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 presentation, or to make

corrections to reflect future events or developments.

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Presentation team

Jo Lunder

Elena A. Shmatova

Valery P. Goldin

Chief Executive Officer, Chairman-Elect

Chief Financial Officer

Vice President - International and Investor Relations

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VimpelCom overview

Second largest cellular operator in Central and Eastern

Europe

– GSM license portfolio covering 134 million people in

Russia

– 49% market share in Moscow and 30% in Russia

– ten-fold increase in subscriber base since the

beginning of 2001

First Russian company to list on NYSE

– $2.9 billion market cap. (as of August 28, 2003)

– 50% free float

55.3% ownership in VimpelCom-Region (“VIP-R”)

– VIP-R EBITDA and net income positive in 2003

Benchmark for transparency and corporate governance

in Russia

VimpelCom subscriber base, million

Moscow license area Regions

2001 2002

0

1

2

3

4

5

6

7

8

9

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 28/08

2003

Source: VimpelCom

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VimpelCom 2Q2003 financial highlights

Source: VimpelCom

Net revenues, $ million Net income, $ million

EBITDA, $ million EBITDA margin

46.0%

41.4%

2Q 2002 2Q 2003

173.4

304.4

2Q 2002 2Q 2003

21.9

52.6

2Q 2002 2Q 2003

71.8

139.9

2Q 2002 2Q 2003

75.6% 139.9%

95.0%

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Significant milestonesM

osc

ow

Reg

ion

s

VIP-R established to develop super-regions with licenses in Central, Volga, Siberia, North Caucasus

1998 1999 2001 2002 2003

Strategic alliance with Alfa Group

1 million subscribers in the regions

Profitability in the regions

Alfa invests further $58.5m into VIP-R

Strategic alliance with Telenor

Commercial launch of BeeLine GSM 900/1800 network

1 million subscribers in Moscow

No.1 market share in Moscow

4.8 million subscribers in Moscow

Acquisition of GSM license for Northwest super-region incl.St. Petersburg

Alfa and Telenor each invest $58.5m into VIP-R

Return to profitability

Alfa invests $103m of equity into VimpelCom

3.7 million subscribers in the regions

VimpelCom invests $117m into VIP-R

Phase 1

Acquisition of license for Urals super-region

Phase 2 Phase 3

Merger announcedDec Jul Aug May Feb Dec Jun AugMar Sep NovNov

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73.5

55.9

14.0

71.4

44.4

6.0

28.2

12.0

0

15

30

45

60

75

Jan 01 July 03 Dec 05E

12.5

9.54.5

2.8

34.4

14.6

0

10

20

30

40

Jan 01 July 03 Dec 05E

Attractive growth opportunities in the regions

Population, million

Source: Goskomstat, S&P, AC&M Consulting, J’Son & Partners

Wireless penetration, %

6.317.0

121.9

Moscow license area

St. Petersburgand Leningrad region

Regions (excl. St. P.)

Mobile subscribers, millionGDP per capita (2002), $

1,770

5,850

1,770

Moscow St. Petersburgand Leningrad region

Regions(excl. St. P.)

Moscow

St. Petersburg

Regions

Regions

Moscow

St. Petersburg

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VimpelCom in the regions

Six super-regional licenses

150% revenue growth in first half 2003

Positive contribution to EBITDA since 3Q02 and to net income since 1Q03

No. 1 in Siberia super-region

No. 2 and fastest growing in Central and Volga super-regions

Solid growth in South and promising start in Northwest

Urals to be launched in 4Q2003

Regional and Moscow operations now equally important parts of our business

VimpelCom market share, %

VimpelCom regional subscribers, 000s

Source: VimpelCom

1Q01

2Q01

3Q01

4Q01

1Q02

2Q02

3Q02

4Q02

1Q03

2Q03

57 100 123 200 285 431723

1,440

2,242

3,005

3,695

28.0

8.03

0%

10%

20%

30%

40%

50%

60%

1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02 4Q02 1Q03 2Q03

Moscow Regions Russia

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Why accelerate the merger

The 2001 VimpelCom-Region Shareholders Agreements give all parties the right to accelerate the merger

process prior to December 2007

Risk profile of the regions has changed - the VimpelCom-Region structure has now served its purpose

VimpelCom’s management sees significant benefits in merging now

– attractive terms achievable

– capturing 100% growth in the regions instead of only 55%

– unlocking synergies and achieving greater efficiencies

– unified platform for further consolidation

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The merger transaction

In connection with the merger of VimpelCom and VIP-R, Alfa and Telenor will exchange their aggregate 44.7% interest in VIP-R for 10.9 million new VimpelCom common shares (equal to 14.6 million ADSs)

– VimpelCom the surviving entity

– 21.4% economic ownership dilution at closing (on a fully diluted basis)

Fairness opinion received from UBS Limited

EGM called for 24 October 2003 (on certain issues, only disinterested shareholders may vote)

– 50% of disinterested shareholders are required to approve the transaction

The new VimpelCom ownership structureCurrent Post-merger

Economic Voting Economic Voting

Telenor 29.0 25.0+ 29.9 26.6

Alfa Group 13.0 25.0+ 24.5 32.9

Free float / others 58.0 50.0 45.6 40.5

Total 100.0 100.0 100.0 100.0

%

Telenor 29.0 25.0+ 29.9 26.6

Alfa Group 13.0 25.0+ 24.5 32.9

Free float / others 58.0 50.0- 45.6 40.5

Total 100.0 100.0

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Relative valuation

Valuation ratio of 0.91 : 1 between VIP-R and the

rest of VimpelCom (predominantly Moscow)

– implying that 33.6% of VimpelCom’s market cap.

is attributable to its 55.3% stake in VIP-R

Number of subscribers in the regions to exceed

Moscow during 2004

Revenues in the regions to exceed Moscow

during 2005

EBITDA in the regions to equal Moscow

during 2005

Merger expected to be EPS accretive in 2005

– assuming synergies from tax, interest

expense, G&A

Source: VimpelCom

Subscribers

2003E 2004E 2005E

Net revenues

2003E 2004E 2005E

Moscow Regions

2003E 2004E 2005E

EBITDA

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Capital expenditure, $ million

Our capital expenditure program

0

100

200

300

400

500

600

700

2002 2003E 2004E 2005E

Moscow Regions

Strong funding position

– Strong cash flow generation

– Strong balance sheet

– Access to debt capital markets

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A strong balance sheet

VimpelCom’s balance sheet (as of June 30, 2003)

$000

Cash and cash equivalents

Total assets

Interest bearing debt

Total shareholders’ equity

Debt*** / total shareholders’ equity

Debt*** / total assets

Actual

188,490

1,977,365

755,897

760,000

99%

38%

246,990

2,613,647

755,897

1,491,269

51%

29%

* Pro forma for Alfa Group's $58.5 million VIP-R equity contribution and VimpelCom / VIP-R merger** Includes long-term inter-company loans due to VimpelCom of $94,363

VIP-R

28,640

753,687

340,610**

271,397

*** Interest bearing debt only

consolidated

Debt*** / EBITDA**** 1.74 1.74

Pro formaconsolidated*

**** EBITDA - Operating income before depreciation & amortization for the 12 months ended June 30, 2003

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Summary

Strong strategic rationale for merging with VimpelCom-Region

A strong platform for further consolidation

Poised to capture 100% of returns from the regions

Attractive merger terms achievable

EGM shareholder support required