SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

VIMPELCOM LTD.

(Name of Issuer)

Common Shares, par value US$0.001 per share

(Title of Class of Securities)

92719A 10 6**

(CUSIP Number)

**CUSIP number of American Depositary Shares listed on the New York Stock Exchange. The Common
Shares are not publicly traded.

Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
47-67-89-2547

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 8, 2011

(Date of Event which Requires Filing
of this Statement)

Copy to:

Peter O’Driscoll
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
England
44-20-7862-4600

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page will be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this “cover page” shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 92719A 10 6 (ADSs)
	1.	Name of Reporting Person: Telenor East Holding II AS			I.R.S. Identification Nos. of above persons (entities only): 000-00-0000
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A
	6.	Citizenship or Place of Organization: Norway
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 515,578,840
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: 515,578,840
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 515,578,840
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)
	14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 92719A 10 6 (ADSs)
	1.	Name of Reporting Person: Telenor Mobile Holding AS			I.R.S. Identification Nos. of above persons (entities only): 000-00-0000
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A
	6.	Citizenship or Place of Organization: Norway
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 515,578,840(1)
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: 515,578,840(1)
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 515,578,840(1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)
	14.	Type of Reporting Person (See Instructions): CO, HC

(1)    The Reporting Person disclaims beneficial ownership of all such securities

CUSIP No. 92719A 10 6 (ADSs)
	1.	Name of Reporting Person: Telenor ASA			I.R.S. Identification Nos. of above persons (entities only): 98-0387714
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A
	6.	Citizenship or Place of Organization: Norway
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 515,578,840
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: 515,578,840
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 515,578,840
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)
	14.	Type of Reporting Person (See Instructions): CO, HC

CUSIP No. 92719A 10 6 (ADSs)
	1.	Name of Reporting Person: Telenor Mobile Communications AS			I.R.S. Identification Nos. of above persons (entities only): 000-00-0000
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A
	6.	Citizenship or Place of Organization: Norway
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: -0-
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: -0-
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): -0-
	14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 92719A 10 6 (ADSs)
	1.	Name of Reporting Person: Telenor East Invest AS			I.R.S. Identification Nos. of above persons (entities only): 000-00-0000
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A
	6.	Citizenship or Place of Organization: Norway
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-
			8.	Shared Voting Power: -0-
			9.	Sole Dispositive Power: -0-
			10.	Shared Dispositive Power: -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: -0-
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): -0-
	14.	Type of Reporting Person (See Instructions): CO

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 4. Purpose of the Transaction
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EX-99.1

SCHEDULE 13D

Item 1. Security and Issuer

     This Amendment No. 9 (this “Amendment”) to the statement on Schedule 13D (as amended by this Amendment, this “Statement”) relates to the common shares, par value US$0.001 per share (the “Common Shares”), of VimpelCom Ltd., a company organized under the laws of Bermuda. The principal business address of VimpelCom Ltd. is Claude Debussylaan 15, 1082 MC, Amsterdam, the Netherlands, and its business telephone number is +31 20 301 2240.

     Except as provided herein, this Amendment does not modify any of the information previouly reported in this Statement.

Item 2. Identity and Background

     This Statement is being filed jointly by Telenor East Holding II AS (referred to herein as “Telenor East Holding”), Telenor Mobile Holding AS (referred to herein as “Telenor Mobile Holding”), Telenor ASA, Telenor Mobile Communications AS (referred to herein as “Telenor Mobile”) and Telenor East Invest AS (referred to herein as “Telenor East,” and together with Telenor East Holding, Telenor Mobile Holding, Telenor ASA and Telenor Mobile, collectively, the “Reporting Persons”).

     TELENOR EAST HOLDING II AS

(a)	Telenor East Holding II AS, a corporation formed under the laws of Norway.
(b)	Snarøyveien 30 N-1331 Fornebu Norway
(c)	Telenor East Holding is engaged principally in the business of investing in the telecommunications industry outside of Norway.
(d)	During the last five years, Telenor East Holding has not been convicted in a criminal proceeding.
(e)	During the last five years, Telenor East Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST HOLDING II AS

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor East Holding. The business address of each of such persons is Telenor East Holding II AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

     DIRECTORS OF TELENOR EAST HOLDING II AS

Name and Residential Address	Citizenship	Present Principal Occupation
Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; Member of the Board of Telenor East; and Member of the Board of VimpelCom Ltd.
Bjørn Magnus Kopperud (Drammen, Norway)	Norway	Deputy Head of Telenor Central and Eastern Europe
Bjørn Hogstad (Oslo, Norway)	Norway	Attorney, Group Legal, Telenor ASA; Member of the Board of Telenor East

     EXECUTIVE OFFICERS OF TELENOR EAST HOLDING II AS

Name and Residential Address	Citizenship	Present Principal Occupation
Bjørn Hogstad (Oslo, Norway)	Norway	Managing Director of Telenor East Holding; Attorney, Group Legal, Telenor ASA; Member of the Board of Telenor East

     (d) During the last five years, none of the above executive officers and directors of Telenor East Holding has been convicted in a criminal proceeding.

     (e) During the last five years, none of the above executive officers and directors of Telenor East Holding was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     TELENOR MOBILE HOLDING AS

(a)	Telenor Mobile Holding AS, a corporation formed under the laws of Norway.
(b)	Snarøyveien 30 N — 1331 Fornebu Norway

     (c)      Telenor Mobile Holding is engaged principally in the development of and investment in the field of telecommunications through direct and indirect ownership of companies and entering into agreements relating to telecommunications.

     (d)      During the last five years, Telenor Mobile Holding has not been convicted in a criminal proceeding.

     (e)      During the last five years, Telenor Mobile Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS

     (f)      (a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor Mobile Holding. The business address of the directors and executive officers is Telenor Mobile Holding, c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

     DIRECTORS OF TELENOR MOBILE HOLDING AS

Name and Residential Address	Citizenship	Present Principal Occupation
Jon Fredrik Baksaas (Sandvika, Norway)	Norway	President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.
Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.
Berit Svendsen (Oslo, Norway)	Norway	Chief Executive Officer of Conax AS

Name and Residential Address	Citizenship	Present Principal Occupation
Morten Fallstein (Oslo, Norway)	Norway	Employee Representative
Roger Rønning (Oslo, Norway)	Norway	Employee Representative
Helge Enger (Oslo, Norway)	Norway	Employee Representative

EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS

Name and Residential Address	Citizenship	Present Principal Occupation
Jon Fredrik Baksaas (Sandvika, Norway)	Norway	President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.

     (d) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been convicted in a criminal proceeding.

     (e) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     TELENOR ASA

(a)	Telenor ASA, a corporation formed under the laws of Norway.
(b)	Snarøyveien 30 N — 1331 Fornebu Norway

     (c) Telenor ASA is engaged principally in the business of production and supply of services in the fields of telecommunications, data services and media distribution.

     (d) During the last five years, Telenor ASA has not been convicted in a criminal proceeding.

     (e) During the last five years, Telenor ASA was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor ASA was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor ASA. The business address of each of such persons is c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

     DIRECTORS OF TELENOR ASA

Name and Residential Address	Citizenship	Present Principal Occupation
Harald Johan Norvik (Nesoddangen, Norway)	Norway	Strategic Advisor at Econ Pöyry; Chairman of the Boards of H.Aschehoug & Co and Midelfart Sonesson AB; Member of the Boards of ConocoPhillips, Petroleum Geo-Services ASA and OCAS AS; and Chairman of the Board of Telenor ASA
John Giverholt (Asker, Norway)	Norway	Chief Financial Officer of Ferd AS
Barbara Rose Milian Thoralfsson (Stabekk, Norway)	USA	Director at Fleming Invest AS; Member of the Boards of Electrolux AB, Svenska Cellulosa Aktiebolaget SCA AB, Storebrand ASA, Fleming Invest AS, Stokke AS, Tandberg ASA and Norfolier AS
Kjersti Kleven (Ulsteinvik, Norway)	Norway	Joint-owner of John Kleven AS and Chairman of the Board of Kleven Maritime AS; Member of the Board of Directors of Ekornes ASA and Jebsens Rederi AS
Olav Volldal (Kongsberg, Norway)	Norway	Chief Executive Officer of Kongsberg Automotiv Holding ASA; and Member of the Boards of Elopak AS, Ulefos NV AS, Cappelen Holding and NCE Kongsberg

Name and Residential Address	Citizenship	Present Principal Occupation
Sanjiv Ahuja (London, United Kingdom)	USA	Chairman of Augere Holdings (Netherlands) BV
Liselott Kilaas (Oslo, Norway)	Norway	Managing Director of Aleris ASA; and Member of the Boards of the Central Bank of Norway, IM Skaugen AS and Adresseavisen
Dr. Burckhard Bergmann (Essen, Germany)	Germany	Member of the Boards of Allianz Lebensversicherungs AG, MAN Ferrostaal AG, Gazprom, NordStream, E.ON Energie AG, Accumulatorenwerke Hoppecke and Jaeger Beteiligungsgesellschaft mbH & Co KG
Bjørn Andre Anderssen (Gol, Norway)	Norway	Employee Representative
Harald Stavn (Kongsberg, Norway)	Norway	Employee Representative
Brit Østby Fredriksen (Drøbak, Norway)	Norway	Employee Representative

      EXECUTIVE OFFICERS OF TELENOR ASA

Name and Residential Address	Citizenship	Present Principal Occupation
Jon Fredrik Baksaas (Sandvika, Norway)	Norway	President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.
Richard Olav Aa (Ruglandveien, Norway)	Norway	Executive Vice President and Chief Financial Officer of Telenor ASA
Sigve Brekke (Bangkok, Thailand)	Norway	Executive Vice President of Telenor ASA and Head of Telenor in Asia
Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.
Morten Karlsen Sørby (Hammaro, Sweden)	Norway	Executive Vice President of Telenor ASA and Head of Corporate Development
Kristin Skogen Lund (Oslo, Norway)	Norway	Executive Vice President and Head of Telenor Nordic Operations
Ingvald Fergestad (Oslo, Norway)	Norway	Executive Vice President and Head of Group People Development of Telenor ASA

     (d) During the last five years, none of the above executive officers and directors of Telenor ASA has been convicted in a criminal proceeding.

     (e) During the last five years, none of the above executive officers and directors of Telenor ASA has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     TELENOR MOBILE COMMUNICATIONS AS

(a)	Telenor Mobile Communications AS, a corporation formed under the laws of Norway.
(b)	Snarøyveien 30 N – 1331 Fornebu Norway
(c)	Telenor Mobile is engaged principally in the business of investing in the field of telecommunications and entering into agreements relating to telecommunications.
(d)	During the last five years, Telenor Mobile has not been convicted in a criminal proceedings.
(e)	During the last five years, Telenor Mobile was not a party to a civil proceedings of a judicial or administrative body as a result of which Telenor Mobile was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE COMMUNICATIONS AS

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor Mobile. The business address of each of such persons is Telenor Mobile Communications AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

     DIRECTORS OF TELENOR MOBILE COMMUNICATIONS AS

Name and Residential Address	Citizenship	Present Principal Occupation
Pål Wien Espen (Oslo, Norway)	Norway	Chairman of the Board of Telenor Mobile; and General Counsel of Telenor ASA
Knut Giske (Bærum, Norway)	Norway	Senior Vice President and Group Controller of Telenor ASA
Martha Takvam (Asker, Norway)	Norway	Managing Director of Telenor Eiendom Holding AS

     EXECUTIVE OFFICERS OF TELENOR MOBILE COMMUNICATIONS AS

Name and Residential Address	Citizenship	Present Principal Occupation
Ragnar Korsaeth (Oslo, Norway)	Norway	Executive Vice President of Telenor ASA and Head of Global Coordination; and Chief Operating Officer of Telenor Mobile

     (d) During the last five years, none of the above executive officers and directors of Telenor Mobile has been convicted in a criminal proceeding.

     (e) During the last five years, none of the above executive officers and directors of Telenor Mobile was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     TELENOR EAST INVEST AS

(a)	Telenor East Invest AS, a corporation formed under the laws of Norway.
(b)	Snarøyveien 30 N — 1331 Fornebu Norway

    (c)      Telenor East is engaged principally in the business of investing in the telecommunications industry outside of Norway.

    (d)      During the last five years, Telenor East has not been convicted in a criminal proceeding.

    (e)      During the last five years, Telenor East was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST INVEST AS

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor East. The business address of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

     DIRECTORS OF TELENOR EAST INVEST AS

Name and Residential Address	Citizenship	Present Principal Occupation
Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.
Gunn Margrethe Ringøen (Oslo, Norway)	Norway	Senior Business Manager of Telenor ASA and Chief Executive Officer of Telenor East
Bjørn Hogstad (Oslo, Norway)	Norway	Attorney, Group Legal, Telenor ASA

     EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS

Name and Residential Address	Citizenship	Present Principal Occupation
Gunn Margrethe Ringøen (Oslo, Norway)	Norway	Senior Business Manager of Telenor ASA

     (d)      During the last five years, none of the above executive officers and directors of Telenor East has been convicted in a criminal proceeding.

     (e)      During the last five years, none of the above executive officers and directors of Telenor East was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of the Transaction

     On March 8, 2011, Telenor ASA posted to its website a summary of an interview with Torbjørn Wist, Telenor’s Head of Group Mergers and Acquisitions, a copy of which is attached hereto as Exhibit 99.1.

     The Reporting Persons may also, from time to time, formulate other plans or proposals regarding VimpelCom Ltd. or its securities to the extent deemed advisable in light of market conditions, subsequent developments affecting VimpelCom Ltd., the general business and future prospects of VimpelCom Ltd., tax considerations, or other factors, including soliciting the votes of VimpelCom’s shareholders in relation to a general meeting of VimpelCom’s shareholders.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     The Reporting Persons may, from time to time in the future, enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of VimpelCom Ltd., which transactions may be significant in amount. These arrangements do not and will not give the Reporting Persons voting or investment control over the securities of VimpelCom Ltd. to which these transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any such securities.

     Except as provided in the documents described in this Statement or as set forth in this Item 6, none of the Reporting Persons, and to the best of each Reporting Person’s knowledge, none of the persons identified in Item 2 of this Statement has entered into any contracts, arrangements, understandings or relationship (legal or otherwise) with any person with respect to any securities of VimpelCom Ltd., including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

99.1 Summary of an interview with Torbjørn Wist, Telenor’s Head of Group Mergers and Acquisitions, posted to Telenor ASA’s website on March 8, 2011.

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct and that such Statement, as amended hereby, is true, complete and correct.

Dated: March 8, 2011

TELENOR EAST HOLDING II AS
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact

TELENOR MOBILE HOLDING AS
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact

TELENOR ASA
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact
TELENOR MOBILE COMMUNICATIONS AS
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact
TELENOR EAST INVEST AS
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact

EX-99.1

Exhibit 99.1

March 8, 2011

From Telenor ASA’s website (www.telenor.com)

Torbjørn Wist, Telenor’s Head of Group Mergers and Acquisitions (M&A), discusses what’s going on with VimpelCom, why we’re opposed to the proposed acquisition of Wind Telecom, and what we’re doing about it.

On March 2, 2011, Telenor sent a letter to VimpelCom shareholders, seeking their support for Telenor’s opposition to VimpelCom’s proposed acquisition of Wind Telecom. The letter outlines six distinct reasons why we believe this transaction is a bad thing for VimpelCom shareholders, and concludes by asking minority shareholders to vote against it. Torbjørn Wist, Head of Group M&A for Telenor, answers a few questions about the current situation and explains how Telenor is taking action.

Q: How did it all begin?

Torbjørn: Back in December 2010, Telenor publicly announced its disapproval of VimpelCom’s proposed acquisition of Wind Telecom (called Weather Investments at the time). Telenor stated that this transaction did not make strategic or financial sense. The reasons for our disapproval had been communicated several times to VimpelCom over the preceding six months, without any effect in reducing the company’s desire to pursue this unattractive transaction. In advance of the VimpelCom Board’s determination of whether to acquire Wind Telecom, Telenor informed VimpelCom that it had no plans to waive its pre-emptive rights under the VimpelCom Shareholders Agreement.

Q: What do you mean by pre-emptive rights?

Torbjørn: The current Shareholders Agreement between VimpelCom, Telenor and Altimo (the other majority shareholder) gives Telenor and Altimo the right to subscribe for shares if the company decides to issue new shares to a third party (in a so called “Unrelated M&A Transaction”) in order to maintain their same percentage ownership. This means that when shares are issued in the acquisition of Wind Telecom, Telenor should have the right to purchase enough shares to maintain its same percentage ownership in VimpelCom. Telenor has informed VimpelCom and Altimo that it wants to exercise this pre-emptive right to subscribe for new shares.

Q: What happened to Telenor’s pre-emptive rights in this case?

Torbjørn: However, on January 10, 2011, Altimo informed VimpelCom that one of its indirect minority stakeholders had acquired 0.7% of Wind Telecom’s publicly traded subsidiary, Orascom Telecom Holding. Based on this acquisition, Altimo claimed (a claim subsequently supported by VimpelCom) that VimpelCom’s acquisition of Wind Telecom was now a “Related M&A Transaction” under the Shareholders Agreement in which pre-emptive rights do not apply.

Q: What is a Related M&A Transaction?

Torbjørn: A Related M&A Transaction is, in essence, a transaction between VimpelCom and one of its major shareholders, Telenor or Altimo. In the event the seller (that is, one of the shareholders) receives shares from VimpelCom, the other shareholder would have the right to buy some of these shares to maintain the ownership balance. For example, if Telenor were to sell one of its subsidiaries to VimpelCom in exchange for VimpelCom shares, Altimo would have the right to buy some of the shares that we received. In effect, this share balancing mechanism should give us the same protection as pre-emption rights in connection with an Unrelated M&A Transaction. In this case, however, Altimo does not stand to receive any shares and, as such, no balancing right would apply. Altimo’s claim is a sham solely designed to prevent Telenor from maintaining its ownership percentage in VimpelCom.

Q: How did Telenor respond to VimpelCom’s switch from an unrelated M&A transaction to a related M&A transaction, thus denying Telenor its pre-emptive rights?

Torbjørn: As a result of VimpelCom’s denial of Telenor’s pre-emptive rights, Telenor decided to take legal action. The sole impetus behind the injunction and arbitration is the change of the deal from an Unrelated M&A Transaction to a Related M&A Transaction with the objective of depriving Telenor of its pre-emptive rights.

Q: So Telenor’s legal action is unrelated to its opposition to VimpelCom acquiring Wind Telecom?

Torbjørn: We are opposed to the acquisition of Wind Telecom itself, but we are not fighting the board’s decision on this matter. We will remain against the deal and continue to voice our opinion to other shareholders until such time as the Special General Meeting takes place. However, if this deal goes through, we will have to accept it and work in the company’s best interests. But we will continue to pursue the arbitration in order to secure our legitimate pre-emptive rights as a separate issue.

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Q: What kind of support do you need from VimpelCom’s minority shareholders in order to succeed in opposing this transaction?

Torbjørn: The Special General Meeting will be held on March 17, 2011. However, the voting deadline for minority shareholders who hold VimpelCom ADRs is March 11, 2011. Minority shareholders hold an 18.53% voting stake in VimpelCom. This means that for the opposition vote to exceed 50%, approximately 3/4 of all minority shareholders (assuming everyone attends) would have to join Telenor in opposing the acquisition of Wind Telecom. In addition to the letter that we sent to all VimpelCom shareholders, Telenor is actively discussing and conducting face-to-face meetings with shareholders to better explain its arguments against this transaction. We are also stressing the importance of minority shareholders actually voting at the Special General Meeting, since not voting only reduces the number of positive votes needed to approve the transaction.

Q: What are the main points of Telenor’s arguments?

Torbjørn: In brief, Telenor has six definitive arguments for why it believes that shareholders should vote against VimpelCom’s acquisition of Wind Telecom:

1.	VimpelCom’s massive investment in the third largest operator in Italy, a mature and developed market, is contrary to VimpelCom’s stated strategy of pursuing growth M&A in emerging markets.
2.	The acquisition will worsen VimpelCom’s attractive growth and margin profile.
3.	VimpelCom is paying too much for Wind Telecom (estimated 84% equity premium); made worse by using VimpelCom’s underperforming shares as payment.
4.	The massive debt load ($19.2 billion) consolidated through the transaction may harm VimpelCom’s financial flexibility and its ability to pay dividends.
5.	The proposed issuance of VimpelCom preference shares, offering the owners of Wind Telecom a disproportionate amount of voting influence, will significantly and negatively affect the corporate governance of the company at the cost of existing shareholders.
6.	The excessive focus on the Wind Telecom transaction has already harmed the interests of all VimpelCom shareholders, as VimpelCom has fallen from second to third place in the Russian market

The market has concluded that the acquisition of Wind Telecom is a value-destroying transaction, wiping $3.5 billion off VimpelCom’s market value.

Q: How are the minority shareholders who you meet with responding to these arguments?

Torbjørn: Many of the investors that we talk to tend not to disclose how they will vote, but the arguments that we are putting forward clearly resonate. The most important thing for us is to get people to actually take an active stand against the deal. The worst thing is inertia, where people sit back, thinking it’s a foregone conclusion and don’t bother to vote.

Q: Who is supporting Telenor in its opposition?

Torbjørn: Institutional Shareholders Service (ISS), the leading American proxy advisory firm, came out in favor of Telenor’s stance and recommended that VimpelCom shareholders vote in opposition of the deal. To form this opinion, ISS met with VimpelCom management and the dissenting shareholders (Telenor), listened to the varying views and came out with its own rationale for how shareholders should proceed.

Q: What happens next?

Torbjørn: If the transaction is rejected at the Special General Meeting on March 17, we will obviously be delighted. We believe that once the other shareholders take a good look at the merits of this deal, they will see both the value destructiveness and the inconsistency with the company’s stated strategy. Combined with the negative financial implications, our hope is that shareholders vote against it.

However, if the shareholders vote to support this deal, Telenor will accept that decision and continue to work in the best interests of the company and shareholders. But we will separately pursue the arbitration process in order to secure our pre-emptive rights, as the Wind Telecom transaction is clearly an Unrelated M&A Transaction.

Currently, we are continuing to garner the support of the other shareholders by explaining that this transaction is really just a massive bet on Italy that makes no financial sense. The only winners in this deal are the owners of Wind Telecom, at the expense of VimpelCom shareholders.

— End of interview —

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Timeline

October 4, 2010: VimpelCom announces its plans to acquire Weather Investments (renamed Wind Telecom S.p.A).

December 19, 2010: Telenor tells VimpelCom that it will not support VimpelCom’s proposed acquisition of Wind Telecom or waive any of its rights under the shareholder agreement.

December 20, 2010: Telenor issues public statement that it does not support VimpelCom’s proposed acquisition of Wind Telecom.

December 21, 2010: The Board of VimpelCom Ltd. approves the transaction by a majority of six out of nine directors but asks management for a renegotiated proposal.

January 10, 2011: Altimo informs VimpelCom that one of its indirect minority shareholders has acquired 0.7% of Orascom Telecom Holding, a subsidiary of Wind Telecom, changing the deal to a “related party M&A transaction” and depriving Telenor of its pre-emptive rights.

January 17, 2011: VimpelCom announces that its Board has approved the transaction as related party transaction and Telenor is denied its pre-emptive rights.

January 28, 2011: Telenor commences arbitration against VimpelCom and Altimo to preserve its pre-emptive rights in the Wind Telecom transaction.

February 7, 2011: Telenor petitions the Commercial Court in London for interim injunctive relief in support of Telenor’s arbitration action against VimpelCom.

February 26, 2011: Leading independent proxy firm, Institutional Shareholders Service (ISS), recommends that shareholders vote against Wind Telecom transaction.

March 1, 2011: Telenor’s request for injunctive relief is substituted by undertakings that protect Telenor’s rights until the arbitration panel makes its ruling on the matter.

March 2, 2011: Telenor issues letter to all VimpelCom shareholders asking for their support in opposing the Wind Telecom transaction.

March 11, 2011: Deadline for VimpelCom ADR holders to submit their votes to the Bank of New York.

March 17, 2011: The special general meeting for VimpelCom shareholders to be held in Amsterdam to vote on the authorization and issuance of new shares in connection with VimpelCom’s proposed acquisition of Wind Telecom.

Forward-Looking Statements

This document contains forward-looking statements that involve risks and uncertainties. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of Telenor ASA. In this document, such forward-looking statements include, without limitation, statements relating to the implementation of strategic initiatives, the results or consequences of any meeting of VimpelCom shareholders, the consequences of the proposed transaction with Wind Telecom S.p.A., statements relating to VimpelCom’s future business development and economic performance and other statements regarding matters that are not historical facts. The words “believe”, “expect”, “will”, “may”, “could”, “should”, “would” and similar expressions identify certain of these forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements because actual events and results may differ materially from the expected results described by such forward-looking statements. Telenor disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

Telenor has filed with the Securities and Exchange Commission (the SEC) a statement on Schedule 13D with respect to Telenor’s interest in the securities of VimpelCom, together with amendments thereto. Investors and security holders are urged to read the Schedule 13D, as well as Telenor’s and VimpelCom’s respective filings with the SEC, including VimpelCom’s proxy statement furnished to the SEC under cover of Form 6-K on February 15, 2011, VimpelCom’s registration statement on Form F-4 filed with the SEC, OJSC VimpelCom’s public filings with the SEC, including its Annual Report on Form 20-F for the year ended December 31, 2009, together with amendments and supplements thereto, because they contain (or will contain) important information. Investors and security holders may obtain free copies of such documents at the SEC’s website (http://www.sec.gov).