annual report 2015

Content
About Banglalink 01

CEO’s Message accelerating the momentum 03

The Tigers’ Trail 05

Shareholders and Parent Company 07

The Leadership 09

Board of Directors 10

Management Team 11

Our Vision 17

Our Values 18

Going Digital 19

Building the Nation 21

Our Social Commitment 22

Organogram 25

Director’s Report 26

Notice of Annual General Meeting 32

Corporate Information 33

Disclaimer 34

00 annual report 2015

00 annual report2015
annual report 2015
About Banglalink
Banglalink Digital Communications Ltd. (banglalink) is one of the largest mobile operators in Bangladesh
offering a wide range of 2G and 3G services.

Our network covers more than 99% population of Bangladesh, the world’s 9th most populous nation and one
of the fastest growing economies in Asia. We had 33* million customers at the end of 2015. We offer our
services under the brand names of “banglalink” and “icon”. Banglalink has consistently been ranked as the
most recommended operator in Bangladesh in terms of Net Promoters Score (NPS).

Banglalink stands for positive change and aims to empower people with affordable communication solutions
so that they can start something new in life. We are consistently investing in building an efficient and
dependable network. We have more than 3,200 kilometers of optical fiber and above 8,200 microwave links
throughout the nation. Banglalink’s International roaming agreements cover a number of countries in Europe,
Asia, North America, South America, Australia and Africa. As of December 31, 2015, banglalink had active
roaming agreements with 421 GSM networks in 160 countries and provided GPRS roaming with 312 networks
in 115 countries, in addition to maritime roaming and in-flight roaming with Emirates Airlines and Malaysian
Airlines.

In November 1996, banglalink was awarded a 15-year GSM license to establish, operate and maintain a digital
mobile-telephone network for providing 2G services throughout Bangladesh. The license was renewed in
November 2011 for a further 15 year term.

Following a competitive auction process, banglalink was awarded a 15-year license to use 5 MHz of 3G
spectrum on September 19, 2013.

Banglalink issued 5-year USD300 million international bond in May 2014*, banglalink bond is the first ever
international bond offering from Bangladesh (is listed at Singapore Exchange).

Banglalink is a public limited company registered in Bangladesh under the Companies Act 1994. Telecom
Ventures Limited, a fully owned subsidiary of Global Telecom Holding, owns more than 99% shares of
banglalink. GTH is traded on the Egyptian Stock Exchange under the symbol (GTH.EY), and on the London
Stock Exchange its GDR is traded under the symbol (GLTD LI). VimpelCom Ltd. owns majority shares of Global
Telecom Holding. VimpelCom is headquartered in the Netherlands and traded on the NASDAQ Global Select
Market.

*As reported to the Bangladesh Telecommunications Regulatory Commission (the “BTRC”).

02 annual report 2015

CEO’s Message
accelerating the momentum
Dear stakeholders,

2015 has been the cornerstone for accelerating our momentum in 2016, despite intense competition.

Our continuous focus on improving the customers’ experience and the value proposition led to addition of
nearly 2 million new customers during 2015.

The increased Minutes of Usage (MOU) generated by the enlarged customer base contributed to achieving the
highest ever yearly revenue in 2015.

As we continued to expand our 3G coverage, the number of our data customers reached 14 million at the end
of 2015 from 12 million a year ago. Our data revenue also rose by 81% compared to the preceding year.

03 annual report 2015

Our performance transformation and Opex
Banglalink’s Data Revenue (in BDT Billions)
control initiatives coupled with our increased
3.25
revenue contributed to higher EBITDA in 2015.
We achieved an EBITDA margin of 40.1% in
1.76
2015.
1.02
We continuously rolled-out our 3G network in
2015. We spent BDT 10.5 billion during the year in
our capital expenditures which represent a Capex 2013 2014 2015
to Revenue ratio of 22%.

In the middle of December 2015, government launched a re-registration of SIMs through bio-metric finger print
verification. The extended deadline for this re-registration expired on 31 May 2016. The introduction of
biometric identity verification of both new and existing customers slowed down customer growth across the
market.

I joined banglalink in December 2015. It gives me immense pleasure to be a part of a highly dedicated team. I
look forward to accompany banglalink along the
way towards reaching its goal. Banglalink’s EBITDA (in BDT Billions)
18.9
I believe that offering digital services is the path to
17.0
the future. The use of smartphones will grow
tremendously, and enable our customers to have 14.6

their digital lives at their fingertips. In order to

achieve this goal, we are investing continuously in
3G and in our products and services, as well as in
our organization. 2013 2014 2015

I would like to thank the regulatory agencies and our business partners for their cooperation which contributed
towards banglalink’s success.

I am confident that with the support of our dedicated employees and our committed shareholders, Global
Telecom Holding and VimpelCom, we will be able to accelerate our growth momentum in the days ahead.

Best Regards,

Erik Aas
Managing Director and CEO

04 annual report 2015

 The Tigers’ Trail
• Banglalink launched
2005
• Achieved 1 million customers

2007 • Banglalink became the 2nd largest operator

2008 • Achieved 10 million customer base

2012 • Exceeded 25 million customers

2013 • Launched 3G service

• Banglalink Bonds issued

2014
• Exceeded 30 million customers

2015 • Exceeded 32 million customers

Banglalink Digital Communications Ltd. was acquired by Global Telecom Holding in 2004. Following a
complete overhaul and deployment of a new GSM network, the company’s telecommunication services were
re-launched under the brand name “banglalink”. Soon after banglalink began operations in February 2005, its
impact was felt immediately; overnight mobile telephony became an affordable option for customers across a
wide range of market segments.

25%

Mobile operators market share

in Bangladesh: 2015 75%

Banglalink Other Operators

In 2007, within less than two years after the re-launch, banglalink attained more than 7 million customers and
became the 2nd largest operator in terms of customers. Ever since, banglalink retained its strong 2nd position
in the 6-player mobile telecommunication market in Bangladesh.

05 annual report 2015

Banglalink’s cost effective value proposition and innovative products stimulated banglalink’s exponential
growth over the years in terms of customers and revenue. Since launching 3G services in October 2013,
banglalink has witnessed impressive growth in data revenue.

Banglalink’s Customers Base (in millions)*

32.9
30.9
28.4
25.9
23.8
19.3
13.9
10.3
7.1

2007 2008 2009 2010 2011 2012 2013 2014 2015

*As reported to the Bangladesh Telecommunications Regulatory Commission (the “BTRC”).

Banglalink’s relentless drive in acquiring new customers while maintaining the service levels for its existing
customer base necessitated the need for consistent investment in the networks both to increase capability and
enhance the experience.

Banglalink’s Investments (BDT billions)

30.7 32.0

21.0
16.3
13.8
9.3 10.5
8.7

2008 2009 2010 2011 2012 2013 2014 2015

Banglalink’s major shareholders persistently invested

in Bangladesh to support the company to achieve its goal.

Banglalink witnessed a steady increase in its EBITDA (Earnings before Interest Tax & Depreciation) as a result
of sustained revenue growth along with performance transformation initiatives.

06 annual report 2015

Shareholders
and parent company
Banglalink is more than 99.99% owned by Telecom Ventures Ltd. of Malta, which is a fully owned subsidiary of
Global Telecom Holding s.a.e of Egypt. Global Telecom Holding is traded on the Egyptian Stock Exchange
under the symbol (GTH.CA), and on the London Stock Exchange its GDR is traded under the symbol (GLTD
LI). Global Telecom Holding is a member of the VimpelCom Group, one of the world's largest mobile
telecommunications providers by number of customers.

VimpelCom is an international communications and technology company, headquartered in Amsterdam, and

driven by a vision to unlock new opportunities for customers as they navigate the digital world. Present in some
of the world’s most dynamic markets, VimpelCom provides more than 200 million customers with voice, fixed
broadband, data and digital services. VimpelCom’s heritage as a pioneer in technology is the driving force
behind a major transformation focused on bringing the digital world to each and every customer. VimpelCom
offers services to customers in 14 markets including Russia, Italy, Algeria, Pakistan, Uzbekistan, Kazakhstan,
Ukraine, Kyrgyzstan, Tajikistan, Armenia, Georgia, Laos, Zimbabwe and Bangladesh. VimpelCom operates
under the “Beeline”, “Kyivstar”, “WIND”, “Mobilink”, “Telecel”, “Djezzy” and “banglalink” brands.

*VimpelCom is traded on the NASDAQ Global Select Market under the symbol "VIP".

Number of ordinary Face value of

Sl Name of Shareholder % of holding
shares of BDT 10 each shares (in BDT)

1 Telecom Ventures Ltd. 4,760,377,396 47,603,773,960 99.999988%

2 Mr. Yogesh Malik 100 1,000 0.000002%

3 Mr. Ziad Shatara 100 1,000 0.000002%

4 Mr. Nizar El Assaad 100 1,000 0.000002%

5 Mr. Hassan Helmy 100 1,000 0.000002%

6 Mr. David Dobbie 100 1,000 0.000002%

7 Mr. Afzal Hussain Chowdhury 100 1,000 0.000002%

Total 4,760,377,996 47,603,779,960 100%

07 annual report 2015

 VimpelCom
brands

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 the
leadership

00 annual report 2015

 Board of Directors
Mr. Jon Eddy
Chairman

Mr. Jon Eddy is VimpelCom’s Head of Emerging Markets, with responsibility for
VimpelCom’s businesses in Algeria, Pakistan and Bangladesh.

Mr. Eddy has extensive experience in leadership positions in the

telecommunications industry in emerging markets, especially in Asia. He joined
VimpelCom from dtac, Thailand’s second largest mobile operator, where he was
Chief Executive Officer. Mr. Eddy has previously been Chief Executive Officer of
Telenor Pakistan, Chief Operating Officer at Maxis Mobile in Malaysia, and Chief
Technology Officer at Digi Telecom in Malaysia. He holds a Bachelor of Science
degree in Electrical Engineering from Montana State University.

Mr. Matthieu Galvani

Director

Mr. Matthieu Galvani joined VimpelCom as Chief Commercial Officer (CCO),

Emerging Markets, Leading the commercial area and working closely with the
strategy & Commercial team. Mr. Galvani has a strong background as an
operational CCO in fix and mobile companies and has worked with VimpelCom’s
Djezzy in the past. Mr. Galvani joins us from Zain Group in Saudi Arabia, Where he
was CCO. He also worked in Vivendi Group and Dubai Holding Tecom as CCO.

Mr. Erik Aas

Managing Director and CEO

Mr. Erik Aas joined banglalink in December 2015.

Mr. Aas has extensive experience in leading positions across the

telecommunications industry, especially in emerging markets. Most recently, Mr.
Aas was CEO of AXIS Telekom Indonesia, prior to that CEO of Grameenphone
in Bangladesh, and CMO of Malaysian operator DiGi.

Mr. Aas has an Executive MBA from IMD in Switzerland and a Master of Science
from the Norwegian University of Science and Technology (NTNU).

10 annual report 2015

 Management Team
00 annual report 2015 00 annual report 2015
 Management Team
Mr. Anton Landman
Chief Financial Officer

Mr. Anton Landman joined banglalink in June 2016.

Mr. Landman has more than 17 years of specialist knowledge of the

Telecommunications markets in Africa, the United Kingdom, Benelux, the
Caribbean and Central America. Before his appointment in banglalink, he
was the Head of Finance in Vodacom Tanzania. Prior to working with
Vodacom Tanzania, Mr. Landman served as the CFO and subsequently the
CEO of Virgin Mobile. Mr. Landman joined Virgin Mobile South Africa (VMSA)
in 2012 as CFO and was promoted to CEO in 2013. His previous experience
prior to VMSA was as the CFO of Digicel (Panama), as Finance Director of
Comverse Kenan (UK & BENELUX), Financial Controller of Cable & Wireless
(Cayman Islands) and Finance Manager of Vodacom (South Africa).

Mr. Landman is a registered Chartered Accountant from the South African

Institute of Chartered Accountants and is an Associate Member of the
Institute of Chartered Accountants in England and Wales.

Mr. Shihab Ahmad

Chief Strategy Officer

Mr. Shihab Ahmad’s the Chief Strategy Officer who was previously the
Chief Commercial Officer since June 2013. Prior to this appointment, he
served as the company’s marketing Senior Director. Mr. Ahmad has been
instrumental to banglalink’s strong second position by fronting the price
and brand initiatives of the company. Because of his marketing
leadership, banglalink grew to its current customers base of over 32
million. A respected Bangladeshi telecom professional, Mr. Ahmad has
risen from the ranks and held several managerial roles in banglalink for
more than eight years. Before commencing work in telecommunications
industry, Mr. Ahmad was with Rahimafrooz Ltd. as IT and Operations
Manager. Mr. Ahmad holds an MBA degree from the Lahore University
Management Sciences and a BSc. in engineering from Bangladesh
University of Engineering and Technology (BUET). Mr. Ahmed left
banglalink in October 2016.

13 annual report 2015

 Management Team
Mr. Sanjay Vaghasia
Chief Technical Officer

Mr. Sanjay Vaghasia is a telecom professional with 21 years of

international experience in South East Asia, Australia, Central Europe,
Middle East, India and Maldives. Before joining banglalink, he was in
Ooredoo Maldives as the Chief Technology Officer & Technical Advisor for
Small Medium Business Unit (SMBU) Operations in Palestine & Pakistan.
Before that, he was the VP Head of Sales & Distribution in Uninor,
Karnataka Circle, in Bangalore, India. Sanjay started his career in Maxis
Mobile, Kuala Lumpur, Malaysia.

Mr. Taimur Rahman

Chief Corporate & Regulatory Affairs Officer

Mr. Taimur Rahman joined banglalink in February 2014 as the Regulatory

Affairs Senior Director. Mr. Rahman has 21 years of experience in
multinational environments in the telecommunications industry. Prior to
joining banglalink, Mr. Rahman held the role of Regulatory Affairs Director
at Grameenphone. Mr. Rahman has also held senior Regulatory Affairs,
Strategy, Account Management and Engineering roles in
telecommunications giants Ericsson, Motorola and Alcatel. He gained his
MBA from Dhaka University in 2001, and his BSc in Electronics
Engineering from Assumption University (Thailand) in 1995.

14 annual report 2015

 Management Team
Ms. Monzula Morshed
Chief Human Resources & Administration Officer

Ms. Monzula Morshed joined banglalink at the end of April 2015 as HR &
Administration Senior Director. Ms. Monzula held the position of Human
Resources Director at Lafarge Surma Cement Ltd. before joining
banglalink. Before Lafarge, she was the Head of Human
Resources-Consumer Banking in Standard Chartered Bank Thailand and
Senior HR Relationship Manager-Consumer Banking and Senior
Manager-Reward, Talent and Performance at Standard Chartered Bank
Bangladesh. She started her career at British American Tobacco
Bangladesh as a Management Trainee in HR and performed in different
roles in Employee Relations, HR Operations, Learning and Rewards. She
completed her Master of Business Administration (MBA) and Bachelors of
Business Administration (BBA) from Institute of Business Administration
(IBA), University of Dhaka.

Ms. Jahrat Adib Chowdhury

Chief Legal Officer & Company Secretary
Ms. Jahrat Adib Chowdhury joined banglalink in September 2014 as Legal
Affairs Director, and later promoted to Legal Affairs Senior Director. On 01
July 2015 Ms. Chowdhury has been assigned the responsibility of Company
Secretary in addition to her existing role as Legal Affairs Senior Director.
She is a barrister-at-law and an advocate of the Supreme Court of Bangladesh,
with over 14 years of exemplary experience in the legal profession. Prior to
working at banglalink, Ms. Jahrat held the role of head of legal & compliance at
Novartis (Bangladesh) Limited. During her tenure at Novartis, Ms. Jahrat also
served as a member of the country executive committee. From 2010 to 2013,
she served at Grameenphone IT Ltd. as the Head of Legal & Compliance,
where she was distinguished as a top talent under the Telenor Development
Program. Ms. Chowdhury was called to the bar at the honorable society of
Lincoln’s Inn, United Kingdom in July 2006. Earlier, she completed her
post-graduate diploma in law from the City University, United Kingdom and her
LLB (Honor’s) from the University of London, United Kingdom. Additionally, she
has an advanced certificate on business administration awarded jointly by IBA,
Dhaka University and AMDISA, India.

15 annual report 2015

 Management Team
Mr. Prasoon Lal
Chief Marketing officer

Mr. Prasoon Lal joined banglalink as the Chief Marketing Officer in August,
2016. Prior to joining banglalink, Mr. Prasoon Lal was Vice President,
Marketing director of Airtel Uganda. Being an Economics graduate, Mr.
Prasoon Lal has profound knowledge on the dynamics of product pricing,
which won Airtel Uganda, the certification of “Superbrand”, East Africa, in
2014 & 2015 consecutively. He also has extensive people management
experience in multicultural and international settings and is adept in
conceptualizing incremental strategic initiatives, analyzing, planning and
delivering complex marketing projects.

Mr. M Nurul Alam

Chief Compliance Officer

Mr. Alam has been appointed Chief Compliance Officer of banglalink with
effect form 01 July 2015.

Mr. M Nurul Alam joined banglalink as Company Secretary in November

2007. Prior to joining banglalink, he worked with GlaxoSmithKline
Bangladesh Limited a renowned multinational pharmaceutical
manufacturing and marketing company. He has 35 years of experiences
in corporate affairs, company secretariat, and internal auditing in different
multinational companies.

Mr. Alam is a Fellow member of Institute of Chartered Secretaries of

Bangladesh with Master of Accounting. He is also a member of the
Institute of Internal Auditors of Bangladesh. Mr. Alam is also a member of
Society of Corporate Compliance and Ethics headquartered in
Minneapolis, the United States.

16 annual report 2015

 Our Vision
To be a pioneer; working at the frontier to
unlock new opportunities for customers as
they navigate the digital world.

00 annual report 2015

Our Values
CUSTOMER-OBSESSED
• We have a passion for our customers - they are at the heart of everything we do
• We are able to make difficult decisions when we know it’s in our customers best interests
• We keep an eye on our competitors but it’s our customers who are always front of mind
• We are driven by our customer insight - all our digital innovations are borne out of customers needs

INNOVATIVE
• We never stop. We are always moving, looking for the next disruptive digital ideas
• We are adventurous and excited about trying new things
• We are quick to bring new digital products and services to market, always driven by a clear
customer need
• We don’t follow the status quo, we are passionate about creating our own path

ENTREPRENEURIAL
• We have an ownership mentality, demonstrating passion and taking responsibility of the
business as if it were our own
• We are agile and dynamic. We like to push boundaries and explore what’s possible. We are not
held back by a fear of failure and are always looking to develop new things
• We take smart risks, but only when it’s in our customers best interests
• We lead by example - we do what we say we are going to do

COLLABORATIVE
• We bring people together, united by our passion for our customers
• We work with each other and we respect the time of others
• We don’t look to blame, we look for solutions to problems and we take ownership
• We partner with others in order to achieve more
• When doing things together, we do them smarter and faster
• We are a team

TRUTHFUL
• We are open, honest and demonstrate integrity and respect in all our dealings – both internally
and externally
• We are trustworthy, we keep our promises and admit our mistakes
• We are focused on upholding the highest level of ethics at all times
• We set clear expectations and communicate feedback in transparent and respectful way

18 annual report 2015

Going Digital
Since the launch of 3G services in September 2013, customers in Bangladesh have increasingly used data
services. Consequently, banglalink has witnessed growing data revenue.

Banglalink’s Data Revenue

in BDT billions

3.25

1.76

1.02

2013 2014 2015

19 annual report 2015

As more and more customers connect to the internet with their smartphones, banglallink is positioning itself to
tap the boundless possibilities of data services. Banglalink is reinventing itself as a digital operator and building
strong relationships with customers in a digitally focused model. Banglalink aims to expand its role beyond
connectivity, leveraging its direct relationship with consumers and capturing digital services opportunities. Over
the last few years, increasing number of customers are spending time online via their mobiles, sharing their
lives on Facebook, searching for information, or chatting with their friends and family. In the days ahead
growing number of customers are expected to use their smartphones to perform their online shopping, read
the news, stream music, learn about new topics, watch movies, transfer money electronically and manage
their mobile accounts. Banglalink believes that the key factors to banglalink’s success in the days ahead will be
to better manage mobile data pricing and to monetize the growth in mobile data traffic. Therefore, banglalink
strives to ensure that it offers a proactive and customer-centric transition from legacy voice pricing to
data-centric pricing with bundled tariff plans, with the ambition to retain and ultimately grow ARPU.

Banglalink also believes that a digital culture is essential for banglalink to succeed in the future. The company
plans to foster a pioneering spirit in its workforce that will be a driver for innovation. Banglalink plans to build a
digital organization to carry out its digital vision. The company will foster a pioneering spirit in its workforce that
will be a driver for innovation.

20 annual report 2015

Building the Nation
Since inception banglalink has been consistently investing to establish a robust and dependable mobile
infrastructure. Most of banglalink’s investment came to Bangladesh in the form of much needed foreign direct
investment (FDI). This huge influx of foreign exchange has contributed in stimulating economic activities in the
society, hence creating employment opportunities and enhancing productivity in Bangladesh.

Banglalink has been one of the largest contributors to national exchequer. Every year banglalink deposits a
substantial amount of VAT, SIM Tax and other forms of taxes and duties to Bangladesh Government’s treasury.

Banglalink’s Contribution to National Exchequer

27
24 24
21
18
BDT Billions

14
12
10 10

4
2

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

In addition, as a mobile phone operator, banglalink paid a large sum of license fees and spectrum charges to
the Bangladeshi Government for 2G and 3G spectrum. Through to the end of 2015, banglalink has deposited
BDT 164 billion to the Government’s treasury in the form of taxes, duties, spectrum charges and license fees
etc. In 2015 banglalink paid BDT 18 billion in respect of taxes, fees, spectrum charges, etc.

21 annual report 2015

Our Social Commitment
At banglalink we adhere the Corporate Responsibility (CR) strategy of our parent company VimpelCom. The
strategy is designed to address the most important (material) issues that we face - the ones which are most
relevant to our business success and considered most important by our stakeholders. Our strategy framework
is represented in the diagram below:

Flagship program A common theme or program which all

Flagship OpCos and Group participate in
Program
SH

Services for Society

AR

New products & services ‘mServices’ (education, health, agri, etc.) -

IN

local circumstances/local decisions

G

Community Engagement,
VA

Building reputation with Continuation of successful

Philanthropy & Volunteering
L
UE

key stakeholders local programs

Focus on network
Saving costs through efficiency Environmental Efficiency energy efficiency
RI

Protecting Engaging in the Global CR Agenda UNGC/GeSI/WEF

SK

reputation
M

Supporting Group
AN

Setting appropriate Transparency & Reporting and local reporting

AG

operational standards
EM

Mandatory group
EN

wide standards
Ethical Conduct & Responsible Behavior
T

Banglalink CR Strategy Pyramid

22 annual report 2015

At the top of the pyramid is the common theme which all of VimpelCom’s operating company and group
participate in. “Make Your Mark” is our flagship CR program. The next three layers are the sharing value
agenda: services for society, community engagement and philanthropy & volunteering, environmental
efficiency. This area focuses on creating value for our business and for the society. This can be done by
creating new product, or community engagement for climate change, or saving energy costs. The bottom of
the CR pyramid focuses on risk management: engaging in the Global CR Agenda, transparency &
reporting, ethical conduct & responsible behavior. Here we are focusing on behaving as a good corporate
citizen, by managing potential negative impacts on our stakeholders, and being transparent about our
challenges and our responses.

Make Your Mark

VimpelCom launched a Group-wide program called Make Your Mark, which focuses on 'Helping Young People
Shape Their Future’. In line to our commitment to Digital Bangladesh and our Corporate Responsibility (CR)
initiative to help young people shape their future, banglalink signed a MOU with Bangladesh Hi-Tech Park
(BHTPA) of the ICT division in November 2015 of setting up a Digital Incubation Center.

Community Engagement, Philanthropy and Volunteering

International Coastal Cleanup Day: Banglalink observed the “International Coastal Cleanup Day” on
Saturday 19th of September 2015 at Cox’s Bazar beach. Many volunteers participated at the event. This is
probably one of the biggest voluntary events in Bangladesh where hundreds of young people join hands
together to clean the beach, the environment.

Attended at the event were many school children. The event was inaugurated by Soumen Mitra, Regional
Director of banglalink. In his speech he quotes “banglalink have been dedicated in the conservation efforts of
our oceans and the International Coastal Clean-up Day for ten years. Through our commitment to this cause,
we hope to bring awareness among the mass people to take up such conservation efforts around the year, as
we do at the Cox’s Bazar beach.”

Blood Donation: On the 14th of June 2015, banglalink together with Quantum Foundation organized blood
donation campaign for the employees at the Tiger’s Den. A lot of employees volunteered and donated blood
on this day. This year the theme of the World Blood Donor Day was “Thank you for saving my life”.

The main objective to organize this event was to mobilize banglalink employees and make aware about the
importance of donating blood and how one bag of donation can save a life.

23 annual report 2015

Services for Society
Mobile Financial Services (MFS): In Bangladesh, banglalink plays a pivotal role in financial inclusion by
working with a range of the country’s major MFS service providers and banks to act as a network and
distribution provider for their MFS, all regulated by the Central Bank and Bangladesh Telecommunication
Regulatory Commission. The banglalink network currently serves almost eight million MFS users, about a
quarter of all MFS customers in the country. Banglalink also has approximately 28,000 cash points and
provides connectivity for money transfer services for Bangladesh Post Office branches across the country. In
2015, the retailer base has been expanded to ensure availability of MFS services for customers across the
country and to include the Bangladesh Post Office Money Transfer Services in the distribution network.

Mobile Agriculture Service: We continue to provide a portfolio of services for the farmers of Bangladesh.
These include a specialist call center (Krishi Jigyasha (7676)), and a ‘voice-based’ virtual agricultural market
place (Krishi Bazaar (2474)) for buying and selling produce. In 2015, Krishi Jigyasha received approximately
14,000 calls a month and Krishi Bazaar received 480 monthly hits.

In 2015, we entered a partnership with the International Food Policy Research Institute (IFPRI) funded by
USAID. Under this project the IFPRI acquired 500 handsets and SIMs for farmers. Farmers receive data or
talk-time as a reward for completing surveys for the IFPRI.

Health Services: In the year 2008, banglalink launched ‘Healthlink Service’ Currently there are 1,30,000
customers who are getting this service every day. Around 6,500 calls are received on average of which 30%
callers are repeat customers.

Environmental Efficiency
To save the environment from non-biodegradable plastic flex sheets which are being used to make vinyls, we
are recycling these sheets and turning them into school bags. Banglalink distributed more than 1500 recycled
school bags among primary school children across Bangladesh by the end of 2015.

24 annual report 2015

 Organogram
Shareholders

Audit Committee Board of Directors

Erik Aas
Managing Director & CEO

Anton Landman Sanjay Vaghasia

Chief Financial Officer Chief Technical Officer

Jahrat Adib Chowdhury Monzula Morshed

Chief Human Resources &
Chief Legal Officer & Company Secretary Administration Officer

Prasoon Lal Taimur Rahman

Chief Corporate &
Chief Marketing Officer Regulatory Affairs Officer

M Nurul Alam
Chief Compliance Officer

25 annual report 2015

 Directors
report

00 annual report 2015

The Board of Directors of Banglalink Digital Communications Ltd. (banglalink) is pleased to present the annual
report 2015 accompanied by the audit report and audited financial statements for the year ended 31st
December 2015 in accordance with Section 184 of the Companies Act 1994.

An Overview of the year 2015

1.1 Macro-Economic update
Bangladesh's economy has grown nearly 6% per year for the last two decades despite political instability, poor
infrastructure, lack of good governance, insufficient power supplies, slow implementation of economic reforms,
and the 2008-09 global financial crisis and recession. Bangladesh economy showed resilience as it grew by
6.51% in FY 2014-15 despite political turmoil in the first quarter of 2015. GDP growth target for FY 2015-16,
has been set at 7.0%. Bangladesh economy gained momentum from the beginning of the new fiscal year and
appears to have laid solid foundation to meet the target. The World Bank and Asian Development Bank,
however, forecast the country to grow at 6.7% in FY 2016.

2015 marked promising feats for Bangladesh with the achievement of Millennium Development Goals and
escalation from a status from low income country to lower-middle income country as per the World Bank's
classification.

The annual average inflation decreased to 6.20% at the end of 2015, the lowest level since February 2013,
from 6.99% in December 2014.

Bangladesh’s export is well on its way of hitting the export target of USD 33.5 billion set for FY 2016. Ready
Made Garments (RMG) account for over 80% of Bangladesh’s total export earnings, which is facing challenges
of faltering economic recovery of the Eurozone, which is one of its major export destinations and also the
Taka’s appreciation against Euro. Bangladesh currently ranks 8th among the top 10 remittance recipient
nations. However, the total remittance received during the period showed a meager increase of 2.47%
amounting to USD 15.31 billion.

Bangladesh’s foreign exchange reserves climbed to a record USD 27.45 billion at the end of 2015 marking an
18.7% year on year increase and 8.8% increase from the beginning of the FY 2016 fiscal.

1.2 Regulatory Environment and Telecom Industry

Bangladesh Telecommunication Regulatory Commission (BTRC) had planned to auction additional spectrum
in the 1800MHz and 2100MHz bands in 2015, however, the auction was deferred and a revised schedule for
the auction is yet to be announced by BTRC.

Government has imposed 3% supplementary duty on mobile usage from July 2015 and a 1% surcharge since
March 2016.

27 annual report 2015

Two of the mobile operators, Robi and Airtel, have announced their plan in September 2015 for a business
merger. Bangladesh Government is currently scrutinizing the merger application.

In the middle of December 2015, government launched a re-registration of SIMs through biometric finger print
verification. The extended deadline for this re-registration expires on 31 May 2016.

1.3 Banglalink Landmarks in 2015

Banglalink had some remarkable achievements in 2015. With the acquisition of nearly 2 million new customers,
the customer base (as per data published at BTRC website) reached 32.9 million at the end of 2015.
banglalink’s customers base grew nearly 6% in 2015, while its subscribers market share stood at around 25%.

Since obtaining a 3G license in September 2013, banglalink rolled out a wide 3G network in the country
covering 33% of the population of Bangladesh. Banglalink leads in NPS in mobile phone industry in
Bangladesh.

In December 2015, Mr. Erik Aas joined banglalink as the Chief Executive Officer. Subsequently, he joined the
company’s Board of Directors and was appointed as Managing Director and CEO. The Board of Directors is
confident that Mr. Aas’s leadership will take banglalink forward along the path of success and prosperity.

Banglalink issued 5-year USD 300 million international bonds, the first ever international bond offering from
Bangladesh. The senior notes were issued on 6th May 2014 and will mature in May 2019. Banglalink used the
bond proceeds to repay existing debts and to finance capital expenditures.

Business Activities
2.1 Financial Performance
Banglalink’s Total Revenue (as per the audited financial statements prepared in accordance with Bangladesh
Financial Reporting Standards – BFRS) for 2015 was BDT 47.11 billion against BDT 43.65 billion in 2014.
Revenue increased 8% during 2015 compared to 2014. In 2015, Average Revenue Per User (ARPU) was BDT
121 which rose from BDT 120 in 2014.

2.2 Continuous investment for expansion

Being the fourth entrant in the industry and commencing commercial operations in February 2005, banglalink
continued to grow aggressively and became country’s 2nd largest mobile operator in terms of customers in
2007. This has been possible with the continuous investment in the up-grading of the network, enhancement
of customer care and significant brand building strategies. During 2015, banglalink invested BDT 10.5 billion
(USD 134 million) in capital expenditures.

28 annual report 2015

2.3 Future prospects
As per the audited financial statements prepared in accordance with Bangladesh Financial Reporting
Standards, banglalink incurred a net loss of BDT 0.7 billion in 2015 compared to a net loss of BDT 3.1 billion
in the preceding year. Banglalink’s accumulated loss as per the above mentioned financial statements was
BDT 48 billion on 31 December 2015, while the current liabilities exceeded current assets by BDT 22.1 billion.
Management is confident that the company will continue to operate in the foreseeable future based on
improved profitability and continued support from financiers, vendors and VimpelCom Group. Based on these,
the financial statements are prepared on a going concern assumption.

2.4 Dividend
The company’s Board of Directors recommended declaring no dividend for the year 2015 taking into account
non-availability of distributable reserves in the financial statements for the year ending 31 December 2015.

3. Products and services

Banglalink offered numerous innovative products and services throughout 2015. Despite fierce competition,
banglalink witnessed growth in its voice revenue as well as the data revenue.

Banglalink had impressive growth in its data usage in 2015 fueled by growing 3G penetration in the market.
banglalink’s expanding 3G coverage coupled with attractive data bundles contributed to monetization of
increasing data traffic.

4. Corporate Responsibility
Banglalink remained committed to contribute in the socio-economic advancement of Bangladesh. We believe
that the spread of connectivity, mobile internet and mobile-enabled services, education, health and agriculture
are helping to drive socioeconomic progress and is the platform for the 4th industrial revolution of the digital
economy.

5. Environment, Health and Safety (EHS)

Banglalink is committed to a green environment. Solar powered base stations are increasingly used to reduce
electricity consumption. Banglalink also uses high capacity batteries to minimize use of diesel run generators
in the places where power supply from the national grid is not available for its network.

Banglalink works hard to provide a safe and healthy workplace for its employees. Safety appliances are
installed across banglalink offices and other premises to safe guard life and property. Emergency evacuation
drills are conducted regularly to train up employees on safe escape during earthquake, fire or other
emergencies. Basic medical support for employees are available at banglalink office.

29 annual report 2015

6. Statutory Payment
The Directors are satisfied that all statutory payments have been made to date.

7. The Board of Directors and meetings

During 2015, a total of five meetings of the Board of Directors were held. The following table shows the
composition of the Board of Directors and attendance at the Board meetings

Number of
meetings Meetings
Name of
held in 2015 attended Remarks
Directors
whilst a Board in 2015
member

Mr. Mikhail Gerchuk 5 1 Discontinued from 24 May 2016

Mr. Ziad Shatara 5 4 Discontinued from 01 December 2015

Mr. Yogesh Malik 5 5 Discontinued from 24 May 2016

Mr. Vincenzo Nesci 5 5 Discontinued from 24 May 2016

Mr. Erik Aas 1 1 Joined on 01 December 2015

Mr. Jon Eddy - - Joined on 24 May 2016

Mr. Matthieu Galvani - - Joined on 24 May 2016

8. Directors’ election and re-election

The Directors retiring in the next AGM accordance with Articles of Association are Mr. Erik Aas, Mr. Jon Eddy
and Mr. Matthieu Galvani,who being eligible, offered themselves for re-election under Article 58D of banglalink’s
articles of association.

9. Auditors
The Directors recommended ACANABIN, Chartered Accountants as the statutory auditors for the year 2016
for shareholders’ approval in the 21st Annual General Meeting.

10. Shareholding
Telecom Ventures Limited, a 100% owned subsidiary of Global Telecom Holding (GTH), holds more than
99.99% shares of Banglalink Digital Communications Bangladesh Ltd.

30 annual report 2015

11. Shareholders meeting held during the year 2015:

Date of meeting Nature of meeting Purpose of meeting

21 May 2015 Annual General Meeting (i) To approve Directors Report, audited
Financial Statements & report thereon for
the year ended 31 Dec 2014.

(ii) Declaration of no dividend to the

shareholders.

(iii) Election/re-election of Directors

(iv) Appointment/re-appointment of Statutory

Auditors & fix their remuneration for the
year 2015.

12. Corporate Financial Reporting Framework

• The Financial Statements are prepared in accordance with Bangladesh Financial Reporting Standards
(BFRS) to fairly present the company’s state of affairs, result of operations, cash flows and changes in equity.

• Proper accounting policies are consistently applied in preparation of the financial statements. The
accounting estimates are based on reasonable and prudent judgment.

13. Acknowledgement

The Board of Directors express their gratitude to the shareholders, customers, business partners, financiers,
and media for their trust and confidence on banglalink.

Board of Directors would also like to thank all other stakeholders including Ministry of Posts and
Telecommunications, Bangladesh Telecommunication Regulatory Commission, National Board of Revenue,
Bangladesh Securities and Exchange Commission, Bangladesh Bank, Board of Investment, Registrar of Joint
Stock Companies and Firms, and other government agencies who extended their cooperation which helped
us to reach our goals in 2015.

On behalf of the Board of Directors,

Erik Aas
Managing Director and CEO

31 annual report 2015

Notice of Annual General Meeting
To
The Shareholders
Banglalink Digital Communications Ltd.

Date: 1 June 2016

Notice is hereby given that the Twenty First Annual General Meeting of banglalink Digital
Communications Ltd. will be held on 15 June 2016 at 11 a.m. at Tigers’ Den, House No. 4, SW, Bir
Uttam Mir Shawkat Sharak, Gulshan-1, Dhaka-1212 to transact the following businesses:

1. To receive and adopt the Report of the Directors and the Audited Financial Statements of
the Company for the year ended December 31, 2015 and the Auditors' Report thereon;
2. To resolve no distribution of dividend for the year ended December 31, 2016;
3. To elect/re-elect Directors of the Company under Article 58D in the vacancies caused under
Article 58B/59;
4. To appoint/re-appoint Auditors of the Company for the year 2015 and fix their remuneration.
5. To transact any other business that may be transacted in a general meeting with the permission
of the Chair.

By the Order of the Board

Jahrat Adib Chowdhury

Company Secretary

Notes:
1. The shareholders have the right to appoint a proxy in accordance with Section 85 of the
Companies Act 1994 and a letter of authorization shall be deposited at the head office of the
Company at least 48 (forty eight) hours before the general meeting.
2. All corporate shareholders shall issue a letter of authority, duly authorized by a resolution of their
Board of Directors, appointing an authorized person to represent the corporate shareholder in the
AGM in accordance with Section 86 of the Companies Act 1994 and the same shall be deposited
at the head office of the Company at least 48 (forty eight) hours before the general meeting.

32 annual report 2015

Corporate Information
Board of Directors
Mr. Jon Eddy - Chairman
Mr. Matthieu Galvani - Director
Mr. Erik Aas - Managing Director & CEO
Legal Advisor
Syed Ishtiaq Ahmed & Associates Concord Ovilash
(1st Floor), House - 62, Road - 11/A
Dhanmondi, Dhaka - 1209, Bangladesh

Chief Financial Officer Banks

Mr. Anton Landman Bank Asia Ltd.
BRAC Bank Ltd.
Citibank NA
Company Secretary Commercial Bank of Ceylon

Ms. Jahrat Adib Chowdhury Dhaka Bank Ltd.

Dutch-Bangla Bank Ltd.
Eastern Bank Ltd.
Auditors HSBC Bangladesh

ACNABIN IFIC Bank Ltd.

Chartered Accountants Jamuna Bank Ltd.

BDBL Bhaban (13th Floor) Mutual Trust Bank Ltd.

12 Kawran Bazar Commercial Area National Bank Ltd.

Dhaka-1215, Bangladesh One Bank Ltd.

Premier Bank Ltd.
Prime Bank Ltd.
Registered & Corporate Office Pubali Bank Ltd.

Tigers’ Den Southeast Bank Ltd.

House 4, SW, Standard Chartered Bank

BirUttam Mir Shawkat Sharak, The City Bank Ltd.

Gulshan, Dhaka-1212, Trust Bank Ltd.

Bangladesh United Commercial Bank Ltd.

Islamic Bank Bangladesh Ltd.

33 annual report 2015

 Disclaimer
This annual report contains “forward-looking statements”, as the
phrase is defined in Section 27A of the U.S. Securities Act of 1933
as amended and Section 21E of the U.S. Securities Exchange Act
of 1934 as amended. These statements relate to, among other
things, Banglalink Digital Communications Ltd.’s (“banglalink”) as
amended performance, strategic initiatives, future market
developments and trends and operational, and network
developments. The forward-looking statements included in this
annual report are based on management’s best assessment of
VimpelCom’s and banglalink’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 continued volatility in the economies
in our markets, unforeseen developments from competition,
governmental regulation of the telecommunications industries,
general political uncertainties in our markets and/or litigation with
third parties. Certain factors that could cause actual results to differ
materially from those discussed in any forward-looking statements
include the risk factors described in the VimpelCom’s Annual Report
on Form 20-F for the year ended December 31, 2015 filed with the
U.S. Securities and Exchange Commission (the “SEC”) and other
public filings made by VimpelCom with the SEC, which risk factors
are incorporated herein by reference. VimpelCom and banglalink
disclaim 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.

34 annual report 2015

 tigers’ den
house no. 4, sw, bir uttam mir shawkat sharak, gulshan-1, dhaka-1212
gulshan p.o. box # 0191 and 0199, e-mail: info@banglalinkgsm.com