Form 6-K VimpelCom Ltd. For: Feb 17

ITALY JOINT VENTURE AND REGULATORY REVIEW PROCESS ONGOING

In August 2015, VimpelCom announced that it had signed an agreement to enter into a 50-50 joint venture in Italy with CK Hutchison. Under the agreement, VimpelCom will merge WIND with 3 Italia to create a leading convergent operator in Europe’s fourth largest market. The formal regulatory review process has commenced with the submission of the merger control notification to the European Commission on February 5, 2016. VimpelCom expects that the transaction will complete around the end of 2016, subject to regulatory approvals. WIND Italy and 3 Italia will continue to operate separately pending completion.

PAKISTAN BUSINESS MOBILINK TO COMBINE WITH WARID TELECOM

On November 26, 2015, VimpelCom announced that it had reached an agreement to merge its Pakistan telecom business, Mobilink, with Warid Telecom, owned by Dhabi Group shareholders. The transaction is the first merger in the mobile telecommunications sector in Pakistan.

The combined business will service 45 million customers and, together with continued investments, will allow Mobilink and Warid to accelerate the availability of high-speed mobile telecommunications. It will provide customers and businesses with a best-in-class mobile network, more competitively-priced services and wider access to enablement facilities such as mobile financial services.

The transaction is expected to create Capex and Opex synergies with a net present value of approximately USD 500 million. The combined revenue of both companies for the 12 months to September 2015 was USD 1.4 billion.

The transaction is expected to close within 6 months from the announcement; subject to obtaining approvals from the relevant regulatory authorities in Pakistan and the satisfaction of customary closing conditions.

AGREEMENT ANNOUCED TO SELL OPERATION IN ZIMBABWE

On November 18, 2015, VimpelCom announced that its 51.9% owned subsidiary, Global Telecom Holding, had

entered into an agreement with ZARNet (Private) Ltd to sell its stake in Telecel International Ltd for USD 40 million. Telecel International owns 60% of Telecel Zimbabwe (Pvt) Ltd. Transfer of ownership to ZARNet will occur after customary conditions are satisfied.

ZARNet is wholly owned by the Government of the Republic of Zimbabwe through the Ministry of Information & Communication Technology, Postal and Courier Services.

FURTHER 4G/LTE NETWORK SHARING IN RUSSIA

VimpelCom announced two additional network sharing agreements in Russia. On December 18, 2015, VimpelCom and MTS announced a large-scale project to share 4G/LTE frequencies in 20 regions of Russia, as an amendment to their December 2014 agreement. In the long-term, the agreement will allow for a doubling of the peak speeds currently available to MTS and Beeline Russia customers of up to 150 Mbps. Average data speeds are also expected to grow for the 4G/LTE users in the regions covered.

On January 27, 2016, VimpelCom and MegaFon announced a joint project to develop base stations and share 4G/LTE network development and operations across 10 regions of Russia. The agreement, which will see construction and operation costs shared by the two companies, will accelerate 4G/LTE coverage penetration across the 10 regions at lower costs.

NEW SENIOR MANAGEMENT TEAM APPOINTMENTS

In January 2016, VimpelCom appointed two new members to its management team. Christopher Schlaeffer was appointed Chief Digital Officer, and Jon Eddy was appointed Head of Emerging Markets.

Jon Eddy, as VimpelCom’s CEO for Emerging Markets, will be responsible for VimpelCom’s businesses in Algeria, Pakistan and Bangladesh, reporting to VimpelCom CEO, Jean-Yves Charlier. He joins VimpeCom from dtac, Thailand’s second largest mobile operator, where he was CEO. He has previously been CEO of Telenor Pakistan, COO of Maxis Mobile in Malaysia and CTO at Digi Telecom in Malaysia.

Christopher Schlaeffer will be responsible for driving VimpelCom’s transformation into an open digital model and new ecosystem for the industry, supporting the development of new digital services and telecom propositions for customers, as well as leading the Group’s global commercial functions. He joins VimpelCom from his role as Founder and CEO of two tech startups in Berlin and London. Prior to this, Christopher was with Deutsche Telekom for 12 years.

Other recent appointments include Erik Aas as the new CEO of Bangladesh and Alexander Komarov as the new CEO of Kazakhstan, all of which represent another milestone in the strengthening of VimpelCom’s senior leadership team.

TELENOR DIVESTURE ANNOUNCEMENT

On October 5, 2015, Telenor announced its decision to divest its shares in VimpelCom and stated that it will not convert its preferred shares into common shares. Telenor has been a long-standing and highly supportive shareholder for many years, helping to build VimpelCom’s business. As VimpelCom moves forward with its recently announced new business strategy, it will work with Telenor to ensure a successful divestiture of its stake.

INVESTIGATIONS BY SEC/DOJ/OM

As previously disclosed, VimpelCom Ltd. (the “Company”) has engaged in discussions with the U.S. Department of Justice (the “DOJ”), the U.S. Securities and Exchange Commission (the “SEC”) and the Dutch Public Prosecution Service (Openbaar Ministerie) (“OM”) toward the resolution of the Company’s potential liabilities in the ongoing investigations relating primarily to the Company’s business in Uzbekistan and prior dealings with Takilant Ltd. These discussions have resulted in prospective settlements with the SEC, DOJ and OM. These prospective settlements remain subject to the approval of the pertinent authorities, and will not become final or announced until that time.

Based on the terms of the prospective settlements with the SEC, DOJ and OM, the Company and certain subsidiaries would, among other things, acknowledge certain violations of the U.S. Foreign Corrupt Practices Act and relevant Dutch laws and pay fines and disgorgements to the SEC, DOJ and OM, with those financial penalties within the previously disclosed provision for that purpose.

At this time, the Company will make no further comments on the prospective settlements, and reiterates that there can be no assurance that they will become effective in accordance with the terms described above.

FY15 ANALYSIS

Total Group revenue in 2015 increased organically 1% YoY to USD 9.6 billion, driven by positive performance in Pakistan, Bangladesh, Ukraine, Uzbekistan and Kyrgyzstan, in part offset by negative performance primarily in Algeria and Kazakhstan. Reported revenue YoY declined 29% due to the adverse impact of currency movements in 2015. Service revenue was broadly flat YoY organically, due to a decline in voice revenue offset by strong growth in mobile data revenue. Total mobile customers decreased by 0.8 million to 196.3 million by the end of 4Q15, mainly due to the impact of regulation of the telecom industry in Pakistan, requiring operators to block unverified SIMs in 2Q15. Excluding this effect, the Group customer base would have grown by 4.8 million YoY.

In Russia, total revenue organically declined 1% YoY, as a result of a reduction in fixed-line service revenue, while mobile service revenue slightly increased. Fixed-line service revenue decreased by 12% YoY, as a result of a reduction in

low-margin traffic. Mobile service revenue slightly increased 0.2% YoY, driven by 17% YoY growth in mobile data revenue to RUB 44.5 billion and growing interconnect revenue, partially offset by decreasing voice revenue. Beeline’s mobile customer base expanded 4% to 59.8 million YoY mainly as a result of sales through the Svyaznoy retail channel and improved churn rate.

Emerging markets, total revenue decreased organically 2% YoY in 2015, due to negative performance in Algeria, partially offset by positive performance in Bangladesh and Pakistan. Competition in all countries intensified during 2015, especially in data offers. The business unit continues to see customer growth, with 4.2 million added in year, excluding the impact of unverified SIMs blocking in Pakistan in 2Q15 of 5.6 million customers. In Algeria, service revenue decreased 7% YoY in FY15, due to churn of high value customers and ARPU erosion, partially offset by strong growth in mobile data revenue. In Pakistan, service revenue

increased 1% YoY, as a result of 80% YoY growth in mobile data revenue and strong growth in mobile financial service revenue. In Bangladesh, service revenue reported a growth of 8% YoY in FY15, driven by 5% YoY growth in the customer base to 32.3 million and a strong growth in mobile data revenue of 81% YoY.

Total revenue in Eurasia increased organically 3% YoY, mainly driven by service revenue growth in Ukraine, Uzbekistan and Kyrgyzstan, partially offset by a decline in service revenue in Kazakhstan. In Ukraine, service revenue grew 10% YoY, as a result of increased international incoming revenue positively impacted by USD dollar pricing, strong growth of mobile data revenue to UAH 1.4 billion and new commercial activities in 2015. In Uzbekistan, service revenue increased 10% YoY to UZS 1,825 billion primarily as a result of 14% YoY growth in mobile data to UZS 349 billion and an indexation impact due to Beeline´s price plans being denominated in US dollars. In Kyrgyzstan, service revenue increased 10% YoY to KGS 10.5 billion, driven by 26% YoY mobile data revenue growth to KGS 1.2 billion. In Kazakhstan, service revenue decreased 7% YoY to KZT 126.2 billion, driven by 9% decline in mobile service revenue to KZT 110 billion, partially offset by 11% YoY growth in fixed-line service revenue to KZT 16.1 billion. Mobile service revenue decreased due to increased competition and a 29% YoY reduction in mobile termination rates (MTR) to KZT 8.0 from KZT 11.2.

Reported Group EBITDA in FY15 declined to USD 2.9 billion million due to the exceptional items mentioned below, excluding which, underlying EBITDA was USD 3.9 billion, an organic decrease of 1% YoY.

In 2015, VimpelCom has recognized exceptional items, totaling USD 1,069 million. The major items comprise USD 927 million of provisions for investigations and legal costs (of

which USD 900 million is the provision for future costs related investigations by SEC/DOJ/OM), as well as transformation costs of USD 156 million related to the Group wide performance transformation program, partially offset by exceptional adjustments of USD 14 million (refer to Attachment D). Reported EBITDA is negatively impacted by USD 1,069 million.

In 2014, VimpelCom recognized exceptional items totaling USD 65 million, mainly due to the closing of the Algeria transaction.

The reconciliation table for EBITDA and underlying EBITDA is disclosed in Attachment D.

In Russia, underlying EBITDA decreased organically 3% YoY due to the negative impact of the depreciation of the ruble which impacted roaming and interconnect costs.

Emerging markets showed underlying EBITDA organic growth of 2% YoY due to continued cost efficiency initiatives and decreases in utility costs. Underlying EBITDA increased organically 7% YoY in Pakistan and 23% YoY in Bangladesh, as a result of revenue growth and results from performance transformation initiatives, while in Algeria underlying EBITDA decreased organically 4% YoY due to revenue decline.

Eurasia reported an organic growth of 2% YoY in underlying EBITDA in 2015, mainly driven by strong revenue performance in Ukraine and Uzbekistan, partially offset by a decline in Kazakhstan. In Ukraine, underlying EBITDA increased organically by 13% YoY and in Uzbekistan by 9% YoY. In Kazakhstan, underlying EBITDA decreased 11% YoY organically due to intensified competition and devaluation of the Kazakh tenge.

EBIT increased YoY to USD 148 million in 4Q15 due to fewer impairment charges and lower depreciation. The decrease in depreciation and amortization was a result of weakening local currencies and accelerated depreciation due to network equipment swap in Pakistan. Impairment charges in 4Q15 amounted to USD 136 million, mainly related to network equipment in Pakistan and Russia, while 4Q14 impairment charges of USD 1.0 billion included a goodwill impairment related to assets in Ukraine, Pakistan and Laos.

Loss before tax decreased YoY to USD 100 million as a result of higher EBIT. The higher financial expenses were a result of additional charges due to the repayment and issuance of ruble bonds at the PJSC level. Depreciating local currencies resulted in foreign exchange losses in 4Q15, however fewer than in 4Q14.

Income tax expenses increased YoY in 4Q15 to USD 90 million due to improved net results in Emerging markets and Ukraine.

Profit from discontinued operations was USD 252 million in 4Q15, improving YoY compared to a loss of USD 90 million in 4Q14, mainly due to significantly lower financial expenses as a result of a refinancing of WIND Italy.

Net income attributable to VimpelCom shareholders was USD 21 million, impacted by the exceptional items in Opex aggregating to USD 105 million in 4Q15.

EBIT decreased YoY to USD 506 million in FY15 due to local currency depreciation against the US dollar and exceptional items included above in EBITDA amounting to USD 1,069 million, compared to a provision of USD 50 million in 2014 related to the closing of the Algeria transaction. This was partially offset by lower impairment charges in FY15 of USD 245 million compared to USD 1.0 billion in FY14.

Loss before tax increased YoY to USD 613 million due to lower EBIT, partially offset by significantly lower financial expenses as a result of successful refinancing activities during 2014 and 2015.

Income tax expenses decreased YoY in FY15 to USD 238 million due to a decrease in provisions for future withholding taxes on intercompany dividends.

Profit from discontinued operations was USD 263 million in FY15, improving YoY compared to a loss of USD 679 million in FY14, mainly due to significantly lower financial expenses as a result of a refinancing conducted at WIND Italy.

Net loss attributable to VimpelCom shareholders was USD 691 million, significantly impacted by the exceptional items amounting to USD 1,069 million in FY15.

Capex excluding licenses decreased 38% YoY to USD 1,753 million in FY15, mainly due to the depreciation of local currencies against the US dollar as well as organic Capex savings. The Company will maintain its strategy of investing in high-speed data networks to capture mobile data growth, including the continued roll-out of 4G/LTE networks in Russia, Italy and Georgia, as well as 3G networks in Algeria, Pakistan, Bangladesh and Ukraine.

Gross debt decreased 2% QoQ due to RUB depreciation against the US dollar (for a detailed debt composition by the end of 2015, please see Appendix B “Debt Overview”). However, net debt slightly increased 1% QoQ due to a decrease in cash and cash equivalents.

Net cash from operating activities declined YoY due to the decline in EBITDA mainly due to negative currency headwinds, which was only slightly offset by the positive effect of lower interest payments.

Net cash flow used in investing activities decreased YoY as a combined effect of a decrease in cash Capex of 40% YoY to USD 1,717 million in 2015, offset by deposits outflows. In 2014, the same cash flow line was positively impacted by the sale of the company’s interests in the Central African Republic, Burundi and Wind Canada and deposits cash inflows.

Net cash used in financing activities increased YoY in 2015 due to debt repayment, in particular the settlement of the bond tender offer and cash as a result of the transaction in Algeria used to repay debt. 2014 figure can be explained by drawdowns under HQ credit facilities.

In 4Q15 Russia continued to execute on its plan, focusing on driving customer excellence and creating a more customer-centric organization. As a result, the company has reported another quarter of continued operational improvements in churn and growing the customer base. However, the macro-economic slowdown and weakened ruble continued to negatively impact revenue growth and profitability.

Beeline’s mobile customer base expanded 4% YoY to 59.8 million in 4Q15 mainly as a result of improved churn and sales through the Svyaznoy retail channel and monobrand stores, representing the fifth consecutive quarter of year on year customer growth. More importantly, the quality of the customer base improved and churn declined 12 percentage points YoY to an annualized rate of 51% as a result of strong active sales and growth of customer reactivations in December. Beeline remains the number two ranked NPS operator among the three largest operators, but improved its relative position compared to the leader.

Total service revenue in 4Q15 declined 4% YoY to RUB 67.8 billion, as a result of a decline in fixed-line service revenue. At the same time, mobile service revenue increased slightly YoY to RUB 56.5 billion, driven by 16% YoY growth in mobile data revenue to RUB 12.3 billion and growing interconnect revenue.

The increase in mobile data revenue is attributable to the active bundle promotion and customer traffic growth, although this was partially offset by lower voice and roaming revenue due to an average price per minute reduction as existing customers continued to migrate to the company’s current price plans.

Fixed-line service revenue decreased by 21% YoY to RUB 11.3 billion as a result of a reduction in low-margin traffic, and lower B2B revenue due to the macro-economic slowdown.

EBITDA decreased 0.6% YoY to RUB 26.9 billion due to the negative impact of the depreciation of the ruble on roaming and interconnect costs and a provisioning of RUB 1.4 billion for restructuring costs related to the performance transformation program. This was partially offset by a positive one-off adjustment of RUB 2.2 billion related to site rental capitalization and a reduction in Opex. EBITDA margin increased 0.9 percentage points YoY to 37.5%. Underlying EBITDA excluding the adjustments related to the performance transformation costs and site rental capitalization decreased 3% YoY. Excluding the negative effect of the weakening ruble, underlying EBITDA would have been stable.

The company is continuing its efforts to improve the quality of its distribution channels. Beeline is increasing the number of owned monobrand stores every month which is allowing the company to enhance the level of customer service, increase smartphone penetration and reduce overall churn. Beeline also introduced the Family Bundle, a family tariff offer that packages services providing free unlimited calls between family members, all on one account. In addition, special content for family entertainment is offered.

The company continued to invest in high-speed data networks during the quarter and is on track with its plans for the accelerated roll out of 4G/LTE. On December 18, 2015, it announced an agreement with MTS to share 4G/LTE radio frequencies in 20 regions of Russia. In the long term, the agreement allows for a doubling of the peak speeds available to customers up to 150 Mbps. In addition, VimpelCom and MegaFon announced a joint project to develop base stations and share 4G/LTE network development and operation across 10 regions of Russia. FY15 Capex to revenue ratio stood at 19%.

Djezzy continued to implement its transformation program in 4Q15 which is expected to take another 9 months to complete. However the market remained challenging with ongoing aggressive price competition and device promotions. As a result, the improvement in revenue trends seen over previous quarters reversed during 4Q15, although EBITDA continued to improve.

In 3Q15, the Algerian telecom regulator approved the 2015-2016 interconnection rates for mobile operators, which is favorable for Djezzy as it partially reduced the asymmetry on the rates. The national incoming interconnect rate increased from DZD 0.96 to DZD 1.1 and outgoing interconnect rate decreased from DZD 2.2 to DZD 1.8-1.9. As a result, Djezzy recorded additional revenue of approximately DZD 0.5 billion and reduced service costs by DZD 0.2 billion in 4Q15.

Djezzy’s service revenue declined 7% YoY mainly due to high value customer churn and ARPU erosion. This is mainly due to the impact of the delayed launch of 3G. In order to mitigate this impact Djezzy launched several offers in 4Q15 for its prepaid segment, as well as increased the focus on postpaid and data offers. Data revenue continued its strong growth doubling YoY.

The customer base declined 4% YoY to 17.0 million in 4Q15 as a result of price competition and a gap versus competitors in a 3G roll-out. However, Djezzy still remains the market NPS leader.

Mobile ARPU decreased 2% YoY due to the churn of high-value customers and as a result of the migration of customers to the new offers and bundles.

Underlying EBITDA, excluding 4Q14 adjustments related to the Algeria transaction and performance transformation costs in 4Q15, increased 11% YoY to DZD 18.6 billion due to the favorable change in interconnect rates and the impact of the operational excellence and performance transformation program. Reported EBITDA margin remained robust at 54%.

Djezzy continued its investments in its high-speed 3G network and 2G network modernization. In 4Q15, Capex excluding licenses was DZD 7.3 billion, a 5% increase YoY due to the ongoing roll-out of 3G to new regions, with a FY15 Capex to revenue ratio at 15%. At the end of December 2015, Djezzy’s 3G network covered 55% of the country’s population. In November 2015, Djezzy received approval to roll out 3G to all regions in Algeria by the end of 2016 compared to the previous restriction of 2017 in the initial 3G license.

On November 2015, VimpelCom announced it had reached an agreement to merge Mobilink with Warid Telecom to create the leading high-speed mobile operator in Pakistan. The companies are currently in the process of fulfilling pre-closing regulatory approval requirements in Pakistan.

Service revenue growth for the year was 1%, with the decline in voice revenue more than offset by growth in data and MFS. This follows service revenue declines in the past two years. While in 4Q15, Mobilink recorded total revenue growth for the second consecutive quarter, a 5% increase YoY. The increase was driven by data revenue growth of 79% YoY due to attractive bundle offers following the 3G network roll-out. Service revenue increased by 4% YoY. MFS revenue saw good growth of 72% YoY due to an increase in OTC transactions and focused agent-based initiatives. MFS now represents 3% of service revenue.

Mobilink maintained its leading market position during the quarter. This growth follows Mobilink’s successful completion of the SIM re-verification process in 1H15, in which the Company managed to verify 87% of its customers representing 99% of its revenue.

Mobilink’s customer base increased 3% QoQ in 4Q15 driven by improved segmentation of its customer base, creating distribution channel effectiveness, and continued focus on price simplicity and transparency for its customers. NPS improved in 4Q15, and further improvements remain a key priority for 2016. However, as a result of the blocking of unverified SIMs due to the SIM re-verification process, the customer base decreased 6% YoY to 36.2 million in 4Q15.

As part of its continued efforts to stimulate smartphone penetration growth, in 4Q15 Mobilink launched co-branded phones and a new handset brand ‘Jazz X’ with a low-end feature phone and three high-end smartphones. Initial sales volumes are encouraging.

Underlying EBITDA margin increased 1.7 p.p. YoY to 41.2% in 4Q15, representing three consecutive quarters of growth as a result of the above mentioned revenue increase and cost efficiency initiatives, mainly in procurement and utilities.

Capex in 4Q15 decreased to PKR 7.2 billion YoY as the 2G network modernization was completed in 2014; the FY15 Capex to revenue ratio was at 24% and the company continues to invest in its high-speed 3G network roll-out.

Banglalink continues to demonstrate strong growth and an improving financial performance despite intensifying market competition. The company maintained its focus on customer acquisition through attractive, simple offers that enhance price perception, while also continuing with its promotions to stimulate data usage. Banglalink also continued to expand its 3G roll-out, which now effectively covers 33% of the country’s population.

In 4Q15, Banglalink’s total revenue increased 6% YoY to BDT 12 billion, despite a three percentage point negative impact from the imposition of a new tax based on mobile usage. This result was mainly attributable to a 5% YoY customer growth to 32 million, a 65% YoY increase in data revenue and a 41% increase in content revenue. However, the introduction of biometric identity verification of both new and existing customers continues to slow down customer growth in the market. Data usage increased 155% YoY as the number of data

users grew by 15% YoY supported by expanding 3G coverage and rising smartphone penetration. Despite aggressive price competition, Banglalink’s ARPU was stable YoY on the back of growing data usage.

The combination of Banglalink’s strengthened network and attractive data offers enabled the company to maintain its superior customer experience and leading position in NPS during the quarter.

In 4Q15, the company’s underlying EBITDA, excluding one-offs which were mainly related to restructuring costs for the performance transformation program and provisions, grew 24% YoY to BDT 5.7 billion driven by the revenue increase and Opex control initiatives. Underlying EBITDA margin reached 47.9%.

Capex was down 28.6% YoY to BDT 3.3 billion in 4Q15, while FY15 Capex to revenue ratio was at 22%.