 The creation of Russia’s leading integrated telecoms company 28 January 2008 Exhibit (A)(5)(C) |
 28 January 2008 2 Disclaimer This presentation is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Golden Telecom common stock. The solicitation and the offer to buy shares of Golden Telecom common stock is being made pursuant to a tender offer statement on Schedule TO (including an offer to purchase, a letter of transmittal and related materials) that Lillian Acquisition, Inc., an indirect subsidiary of VimpelCom, filed with the U.S. Securities and Exchange Commission ( “SEC”) on January 18th, 2008. Golden Telecom also filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. Investors and Golden Telecom stockholders are urged to read both the tender offer statement and the solicitation/recommendation statement because they contain important information. Investors and security holders may obtain a free copy of these statements and other documents filed by VimpelCom, Lillian Acquisition Inc., Golden Telecom and their affiliates with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the tender offer statement (including the offer to purchase, letter of transmittal and related materials) may be obtained for free at VimpelCom’s website at www.vimpelcom.com or by directing such requests to VimpelCom (Investor Relations) at +7 (495) 910-5977, investor_relations@vimpelcom.com, or by calling D.F. King & Co. Inc., the information agent for the offer toll-free at +1 (800) 431-9633 (for stockholders) or collect at +1 (212) 269-5550 (for banks and brokers). The solicitation/recommendation statement may be obtained by directing such requests to Golden Telecom (Investor Relations) at + 7 (495) 797-9300, ir@gldn.net. |
 28 January 2008 3 Forward-looking statements This presentation includes certain forward-looking statements. Such statements include those concerning the potential acquisition of all of the outstanding shares of Golden Telecom by a subsidiary of VimpelCom, VimpelCom’s intention to integrate Golden Telecom into the VimpelCom business and the intended synergies and other benefits to VimpelCom from the transaction described herein. These statements are based on VimpelCom management’s best assessment of each of its and Golden Telecom’s strategic and financial position and on future market conditions and trends. These statements involve risks and uncertainties including, without limitation, the possibility that the parties are not able to consummate the transaction. Certain factors could affect the outcome of the matters described in this presentation. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the offer or complete the merger due to the failure to satisfy conditions required to complete the offer and the merger; (3) the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the offer and the merger; (4) difficulties in integrating Golden Telecom into VimpelCom’s business, leading to greater costs and lower integration benefits than anticipated; (5) regulatory conditions being imposed in connection with the acquisition of Golden Telecom; (6) the impact of actions taken by competitors, regulatory authorities and taxing authorities; (7) the impact of any failure by third parties to supply materials, equipment or services; and (8) changes in general political and economic conditions in Russia and the CIS. Additional information concerning factors that could cause results to differ materially from those in the forward-looking statements is contained in VimpelCom’s public filings with the SEC, including VimpelCom’s annual report on Form 20-F for the year ended December 31, 2006, and in Golden Telecom’s filings with the SEC, including Golden Telecom’s quarterly reports on Form 10-Q and Golden Telecom’s annual report on Form 10- K for the year ended December 31, 2006. |
 28 January 2008 4 A perfect fit Customer focus Product focus Geography Enable customer growth in both corporate and residential sectors Create cross-selling opportunities Bundling opportunities anticipated Significant cost synergies and investment savings expected Introduce convergent products Overlapping geographies allow for creation of the leading pan-CIS integrated operator Enhance VimpelCom operations in Ukraine Residential Corporate Mobile voice and data Fixed voice and data Internet DVBT Russia, CIS Russia, CIS Infrastructure Scale synergies from combining networks Enhance Golden Telecom’s wholesale operations Generate additional revenues from FTTB local access network Transport network Access |
 28 January 2008 5 Golden Telecom—a high quality asset Fixed-line market growth (nominal revenues US$bn) Golden Telecom position 13.2 25-26 ~4.5 ~4.0 ~4.5 0 5 10 15 20 25 30 2007 2010 Incremental demand (~65% of growth) ‘Business as usual’ No. 1 alternative carrier for corporates in Moscow and St. Petersburg Rapidly expanding into Russian regions – 33% of revenues from regions in 2007 Leading broadband provider in Russia and CIS – 4.5 million households covered – 448,000 subscribers – Triple 65 project in Russia and Ukraine 25% market share in long distance telephony State-of-the-art network – The largest zonal network covering 24 regions – FTTB access network 1 2 3 4 5 Revenue growth in the mid-30s (%) EBITDA growth in the mid-40s (%) 20% capex/revenues 2007-08 Source: J’Son and Partners, Renaissance Capital 2008 guidance¹ Additional regional and corporate services Additional residential broadband 1 Golden Telecom 3Q 2007 investor presentation |
 28 January 2008 6 247 0 50 100 150 200 250 300 2006 Golden Telecom at a glance Revenue breakdown 3Q 2007 Key financials (US$m) 54% 37% 2% 7% Carrier Business Mobile Consumer Internet Source: Golden Telecom 3Q 07 results Source: Golden Telecom 3Q 07 results Notes: EBITDA pre-Equity Based Compensation 2006 data not pro forma for Corbina Telecom 33% 67% Regions Moscow 93 65 0 50 100 150 200 3Q 06 3Q 07 855 0 200 400 600 800 1000 2006 350 229 0 100 200 300 400 500 600 3Q 06 3Q 07 Revenues EBITDA Growth 53% year-on-year Growth 42% year-on-year |
 28 January 2008 7 Synergies • Cross-selling and bundling of convergent products VimpelCom to leverage Golden Telecom’s access to Russian corporates Combined entity to market Golden Telecom’s residential broadband products using VimpelCom’s sales channels FMC in the corporate sector • Sale of spare capacity to third party carriers • CIS co-operation: Ukraine, Kazakhstan, Uzbekistan, Armenia Estimated opex and capex synergies Additional potential revenue upside Joint network development Procurement savings Channel leasing Local loops (FTTB) Traffic termination Source: VimpelCom analysis Approx. NPV of US$474 million 8% 14% 21% 34% 23% Opex Capex |
 28 January 2008 8 Integration plan Sales and support Network operations Corporate centre Sales and support Network operations Corporate centre |
 28 January 2008 9 Transaction overview Key terms All cash tender offer by VimpelCom acquisition subsidiary for 100% of shares outstanding, followed by second-step merger US$105 per Golden Telecom share, implying fully-diluted equity value of approx. US$4.3 billion Timeline 18 January: tender offer launched 18 January – 15 February: tender offer period, subject to extension by VimpelCom if certain conditions are not satisfied or waived Following completion of the tender offer, effect short-form merger if acquisition subsidiary owns 90% or more Golden Telecom shares (including any purchased by exercise of a top-up option); otherwise, effect long-form merger Financing Consideration financed from existing cash balances and new banking facilities pursuant to a commitment letter from a group of lenders Additional considerations Approved by the Special Independent Committees and the Boards of Directors of each of Golden Telecom and VimpelCom Subject to 63.3% minimum tender condition Also subject to regulatory approvals, consent of Golden Telecom’s lenders and customary closing conditions; no financing conditions |
 28 January 2008 10 VimpelCom and Golden Telecom VimpelCom¹ Golden Telecom Market cap. US$34.0 billion² Enterprise value US$35.7 billion² Market cap. US$4.3 billion³ Enterprise value US$4.4 billion 1 Percentage indicate share of total voting shares 2 3 Fully-diluted market capitalisation at offer price of US$105 Sources: company data, Datastream Telenor 29.9% Altimo 44.0% Free float 24.4% VimpelCom Golden Telecom Telenor 18.3% Altimo 26.6% Rostelecom 11.0% Other 1.7% Inure 7.9% Free float 36.2% |
 28 January 2008 11 Summary A compelling, transformational transaction for VimpelCom’s shareholders which creates the first truly integrated telecommunications operator across Russia and the CIS Enhances growth profile by combining strong mobile presence with leading fixed-line operator Creation of additional value through anticipated exploitation of synergies 1 2 3 |
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