UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
------------------------------------------------
(Name of Issuer)
Common Stock, 0.005 rubles nominal value
----------------------------------------
(Title of Class of Securities)
68370R 10 9
--------------
(CUSIP Number)
Bjorn Hogstad, Esq.
Snaroyveien 30
N-1331 Fornebu, Norway
47-97-77-8806
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 2002
-----------------
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter S. O'Driscoll, Esq.
Coudert Brothers
60 Cannon Street
London EC4N 6JP
England
44-207-248-3000
---------------
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 ss. 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.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 disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act 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).
SCHEDULE 13D
--------------------------------- ---------------------------------
CUSIP No. 68370R 10 9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Telenor East Invest AS
000-00-0000
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS)
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[_]
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
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7. SOLE VOTING POWER
11,708,463/(1)/
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 11,708,463/(1)/
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,708,463 /(1)/
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17
CFR 240.13d-4] under the Securities Exchange Act of 1934.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.98% of the outstanding Common Stock (25% plus 13 shares of the
outstanding voting capital stock)
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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/1/ Represents 11,689,713 shares held directly by the Reporting Person and
18,750 shares subject to options granted to Mr. Jo Lunder, an employee of
Telenor ASA seconded to VimpelCom and currently serving as VimpelCom's CEO and
General Director. The Reporting Person disclaims beneficial ownership of the
18,750 shares subject to options granted to Mr. Lunder.
SCHEDULE 13D
--------------------------------- ---------------------------------
CUSIP No. 68370R 10 9
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1. NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Telenor Mobile Holding AS
000-00-0000
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS)
(b) [_]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[_]
N/A
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
11,708,463/(2)/
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 11,708,463/(2)/
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,708,463 /(2)/
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17
CFR 240.13d-4] under the Securities Exchange Act of 1934.
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.98% of the outstanding Common Stock (25% plus 13 shares of the
outstanding voting capital stock)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
/2/ The Reporting Person disclaims beneficial ownership of all shares.
SCHEDULE 13D
--------------------------------- ---------------------------------
CUSIP No. 68370R 10 9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Telenor ASA
000-00-0000
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS)
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[_]
N/A
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
11,708,463/(3)/
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 11,708,463/(3)/
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,708,463 /(3)/
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17
CFR 240.13d-4] under the Securities Exchange Act of 1934.
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.98% of the outstanding Common Stock (25% plus 13 shares of the
outstanding voting capital stock)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
/3/ The Reporting Person disclaims beneficial ownership of all shares.
SCHEDULE 13D
Item 1. Security and Issuer
The statement on Schedule 13D relating to the common stock, 0.005 rubles
nominal value (the "Common Stock"), of Open Joint Stock Company
"Vimpel-Communications," a Russian open joint stock company ("VimpelCom"), as
previously jointly filed by Telenor East Invest AS, Telenor Mobile Holding AS
and Telenor ASA (as amended by Amendment Nos. 1 through 15, the "Statement"), is
hereby amended and supplemented with respect to the items set forth below.
Except as provided herein, this Amendment does not modify any of the
information previously reported in the Statement.
Item 2. Identity and Background
This amendment to the Statement on Schedule 13D is being jointly filed by
Telenor East Invest AS, Telenor Mobile Holding AS and Telenor ASA (collectively,
the "Reporting Persons").
TELENOR EAST INVEST AS
(a) Telenor East Invest AS, a corporation formed under the laws of
Norway.
(b) Snaroyveien 30
N - 1331 Fornebu
Norway
(c) Telenor East Invest AS is engaged principally in the business of
investing in the telecommunications industry outside of Norway.
(d) During the last five years, Telenor East Invest AS has not been
convicted in a criminal proceeding.
(e) During the last five years, Telenor East Invest AS was not a party
to a civil proceeding of a judicial or administrative body as a result of which
Telenor East Invest AS 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, business address and present principal occupation of each of the
directors and executive officers of Telenor East Invest AS. Except as otherwise
indicated, the business address
of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snaroyveien
30, N-1331 Fornebu, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
Name and Business Address Citizenship Present Principal Occupation
Morten Karlsen Sorby Norway Chairman of Telenor East Invest AS
(Hammaro, Sweden) and Chief Operating Officer of
Telenor Mobile Communications AS
Nils Helge Brendemo Norway Senior Vice President of Telenor
(Sandvika, Norway) Mobile Communications AS
Henrik Eidemar Torgersen Norway Chief Executive Officer of Telenor
(Oslo, Norway) East Invest AS and Executive Vice
President of Telenor ASA
EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
Name and Business Address Citizenship Present Principal Occupation
Henrik Eidemar Torgersen Norway Chief Executive Officer of Telenor
(Oslo, Norway) East Invest AS and Executive Vice
President of Telenor ASA
(d) During the last five years, none of the above executive officers
and directors of Telenor East Invest AS has been convicted in a criminal
proceeding.
(e) During the last five years, none of the above executive officers
and directors of Telenor East Invest AS was a party to a civil proceeding of a
judicial or administrative body as a result of which Telenor East Invest AS 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) Snaroyveien 30
N - 1331 Fornebu
Norway
(c) Telenor Mobile Holding AS 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 AS has not been
convicted in a criminal proceeding.
(e) During the last five years, Telenor Mobile Holding AS was not a
party to a civil proceeding of a judicial or administrative body as a result of
which Telenor Mobile Holding AS 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, business address and present principal occupation of each of
the directors and executive officers of Telenor Mobile Holding AS. The address
of the directors and executive officers is Telenor Mobile Holding AS, c/o
Telenor ASA, Snaroyveien 30, N - 1331 Fornebu, Norway.
DIRECTORS OF TELENOR MOBILE HOLDING AS
Name and Business Address Citizenship Present Principal Occupation
Jon Fredrik Baksaas Norway Chief Executive Officer of Telenor
(Sandvika, Norway) ASA and Chairman of the Board of
Telenor Mobile Holding AS
Torstein Moland Norway Senior Executive Vice President and
(Lier, Norway) Chief Financial Officer of Telenor
ASA
Jan Edvard Thygesen Norway Executive Vice President of Telenor
(Nesbru, Norway) ASA and Chief Executive Officer of
Telenor Network Services
Stig Eide Sivertsen Norway Executive Vice President of Telenor
(Oslo, Norway) ASA and Chairman of the Board of
Telenor Broadband Services AS
Henrik Eidemar Torgersen Norway Chief Executive Officer of Telenor
(Oslo, Norway) East Invest AS and Executive Vice
President of Telenor ASA
Berit Svendsen Norway Executive Vice President of Telenor
(Oslo, Norway) ASA and Chief Technical Officer of
Telenor ASA
Morten Fallstein Norway Employee Representative
(Oslo, Norway)
Tore Haugland Norway Employee Representative
(Bergen, Norway)
Anne Mette Hojem Norway Employee Representative
(Oslo, Norway)
EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS
Name and Business Address Citizenship Present Principal Occupation
Arve Johansen Norway Senior Executive Vice President of
(Lier, Norway) Telenor ASA, Chief Executive Officer
of Telenor Mobile Communication AS
and Chief Executive Officer of
Telenor Mobile Holding AS Jon
Fredrik Baksaas
(Sandvika, Norway) Norway Chief Executive Officer of Telenor
ASA and Chairman of the Board of
Telenor Mobile Holding AS
(d) During the last five years, none of the above executive officers
and directors of Telenor Mobile Holding AS 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 AS 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) Snaroyveien 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, business address and present principal occupation of each of the
directors and executive officers of Telenor ASA. Except as otherwise indicated,
the business address of each of such persons is c/o Snaroyveien 30, N - 1331
Fornebu, Norway.
DIRECTORS OF TELENOR ASA
Name and Business Address Citizenship Present Principal Occupation
Tom Vidar Rygh Norway Chairman of the Board of Telenor
(Oslo, Norway) ASA, Executive Vice President of
Orkla, Vice Chairman of the Board
of Industrikapital and Member of
the Board of Directors of Stepstone
ASA
Ashild Marianne Bendiktsen Norway Chief Financial Officer of
(Salangen, Norway) Entrepenor Bendiktsen & Aasen AS
Torleif Enger Norway Executive Vice President of Norsk
(Ostre Toten, Norway) Hydro ASA
Einar Forde Norway Director of Telenor ASA
(Oslo, Norway)
Hanne de Mora Switzerland Principal of A-Connect
(Erlenbach, Switzerland)
Jorgen Lindegaard Sweden President and Chief Executive
(Stockholm, Sweden) Officer of the SAS Group, Chairman
of the Board of Sonofon Holding AS
and Member of the Boards of
Finansieringsinstituttet for
Industri og Haandvaerk AS and
Superfos AS
Bjorg Ven Norway Partner, Haavind Vislie Law Firm,
(Oslo, Norway) Chairman of the Board of the
National Insurance Fund and
Gjensidige NOR Spareforsikring
Per Gunnar Salomonsen Norway Employee Representative
(Skien, Norway)
Harald Stavn Norway Employee Representative
(Kongsberg, Norway)
Irma Ruth Tystad Norway Employee Representative
(Trysil, Norway)
EXECUTIVE OFFICERS OF TELENOR ASA
Name and Business Address Citizenship Present Principal Occupation
Jon Fredrik Baksaas Norway Chief Executive Officer of Telenor
(Sandvika, Norway) ASA and Chairman of the Board of
Telenor Mobile Holding AS
Arve Johansen Norway Senior Executive Vice President of
(Lier, Norway) Telenor ASA, Chief Executive
Officer of Telenor Mobile
Communication AS and Chief
Executive Officer of Telenor Mobile
Holding AS
Torstein Moland Norway Senior Executive Vice President and
(Lier, Norway) Chief Financial Officer of Telenor
ASA
Jon M. Hippe Norway Executive Vice President of Telenor
(Oslo, Norway) ASA
Bjorn Formo Norway Executive Vice President of Telenor
(Oslo, Norway) ASA
Jan Edvard Thygesen Norway Executive Vice President of Telenor
(Nesbru, Norway) ASA and Chief Executive Officer of
Telenor Network Services
Morten Lundal Norway Executive Vice President of Telenor
(Oslo, Norway) ASA, Chief Executive Officer of
Nextra AS and Chairman of the Board
of Telenor Internett AS
Stig Eide Sivertsen Norway Executive Vice President of Telenor
(Oslo, Norway) ASA and Chairman of the Board of
Telenor Broadband Services AS
Henrik Eidemar Torgersen Norway Executive Vice President of Telenor
(Oslo, Norway) ASA and Chief Executive Officer of
Telenor East Invest AS
Berit Svendsen Norway Executive Vice President of Telenor
(Oslo, Norway) ASA and Chief Technical Officer 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.
Item 3. Source and Amount of Funds or Other Consideration
The amount and source of funds used in connection with the purchase by
Telenor East Invest AS of 1,462 shares of common stock and 231 shares of Type-A
convertible voting preferred stock of Open Joint Stock Company
"VimpelCom-Region" ("VimpelCom-Region"), a Russian subsidiary of VimpelCom, is
US$58,480,000 for the common stock and 4,260 Rubles for the preferred stock, in
each case, contributed from Telenor East Invest AS's working capital.
Item 4. Purpose of the Transactions
Summary of Key Terms
Pursuant to the VimpelCom-Region Primary Agreement, as amended by
Amendment No. 1 to the VimpelCom-Region Primary Agreement dated May 15, 2002,
the Second Closing occurred on November 12, 2002. Eco Telecom Limited,
VimpelCom, Telenor East Invest AS and VimpelCom-Region participated in the
Second Closing.
At the Second Closing, Telenor East Invest AS exercised its option to
purchase 1,462 newly-issued shares of common stock of VimpelCom-Region at a
purchase price of US$40,000 per common share, for an aggregate purchase price of
US$58,480,000. Simultaneously with the Second Closing, as contemplated by the
transaction documents described in Amendment No. 15 to the Statement, Telenor
East Invest AS purchased from Eco Telecom Limited pursuant to Share Purchase
Agreement No. E/T-01, dated as of November 12, 2002, 231 shares of Type-A
convertible voting preferred stock of VimpelCom-Region for a purchase price of
20 Rubles per preferred share, for an aggregate purchase price of 4620 Rubles.
As a result of these transactions, immediately following the Second Closing,
Telenor East Invest AS owned shares representing 17.499% of the outstanding
voting capital stock of VimpelCom-Region.
At the Second Closing, Eco Telecom Limited acquired 1,462 newly-issued
shares of common stock of VimpelCom-Region at a purchase price of US$40,000 per
common share, for an aggregate purchase price of US$58,480,000. Eco Telecom also
entered into share purchase agreements with each of Telenor East Invest AS and
VimpelCom, for the sale of 231 and 860 shares of Type-A convertible preferred
stock of VimpelCom-Region, respectively. As a result of these transactions and
taking into account the shares of VimpelCom-Region owned by Eco Telecom Limited
prior to the Second Closing Date, immediately following the Second Closing, Eco
Telecom Limited owned shares of VimpelCom-Region representing 17.510% of the
outstanding voting capital stock of VimpelCom-Region.
At the Second Closing, VimpelCom acquired 1,462 newly-issued shares of
common stock of VimpelCom-Region for the ruble equivalent of an aggregate
purchase price of US$58,480,000 (i.e., 1,858,237,088 Rubles). VimpelCom also
acquired 860 shares of Type-A convertible voting preferred stock of
VimpelCom-Region from Eco Telecom Limited for an aggregate purchase price of
17,200 Rubles. As a result of these transactions and taking into account the
shares of VimpelCom-Region owned by VimpelCom prior to the Second Closing Date,
immediately following the Second Closing, VimpelCom owned shares representing
64.991% of the outstanding voting capital stock of VimpelCom-Region.
Disclaimer
The preceding summary of certain provisions of the VimpelCom-Region Primary
Agreement and Amendment No. 1 to the VimpelCom-Region Primary Agreement is not
intended to be complete and is qualified in its entirety by reference to the
full text of each relevant agreement referred to herein, including each of the
following share purchase agreements, conformed copies of which are filed as
Exhibits A, B, C, D and E hereto, and which are incorporated herein by
reference:
Share Purchase Agreement No. VCR/T-01 dated as of November 12, 2002
between Telenor East Invest AS and VimpelCom-Region relating to the purchase of
1,462 newly-issued shares of common stock of VimpelCom-Region by Telenor;
Share Purchase Agreement No. VCR/E-01 dated as of November 12, 2002
between Eco Telecom Limited and VimpelCom-Region relating to the purchase of
1,462 newly-issued shares of common stock of VimpelCom-Region by Eco Telecom
Limited;
Share Purchase Agreement No. VCR/V-01 dated as of November 12, 2002
between VimpelCom and VimpelCom-Region relating to the purchase of 1,462
newly-issued shares of common stock of VimpelCom-Region by VimpelCom;
Share Purchase Agreement No. E/T-01 dated as of November 12, 2002 between
Eco Telecom Limited and Telenor East Invest AS relating to the purchase of 231
shares of Type-A convertible voting preferred stock of VimpelCom-Region by
Telenor East Invest AS; and
Share Purchase Agreement No. E/V-01 dated as of November 12, 2002 between
Eco Telecom Limited and VimpelCom relating to the purchase of 860 shares of
Type-A convertible voting preferred stock of VimpelCom-Region by VimpelCom.
Item 5. Interest in Securities of the Issuer
Telenor East Invest AS is a direct wholly owned subsidiary of Telenor
Mobile Holding AS and indirect wholly owned subsidiary of Telenor ASA. As a
result, Telenor Mobile Holding AS and/or Telenor ASA may be deemed to be
indirect beneficial owners of the shares of Common Stock of VimpelCom and of the
common stock and Type-A convertible voting preferred stock of VimpelCom-Region
owned by Telenor East Invest AS. Neither the filing of this Amendment No. 16 nor
any of its contents shall be deemed to constitute an admission that Telenor
Mobile Holding AS or Telenor ASA is the beneficial owner of the shares of
VimpelCom or VimpelCom-Region held by Telenor East Invest AS for the purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purposes, and such beneficial ownership is expressly disclaimed.
Mr. Jo Lunder, an employee of Telenor ASA seconded to VimpelCom and
currently serving as VimpelCom's CEO and General Director, holds options to
purchase
18,750 shares of Common Stock of VimpelCom. As a result, Telenor East Invest AS,
Telenor Mobile Holding AS and/or Telenor ASA may be deemed to be indirect
beneficial owners of the shares of Common Stock of VimpelCom subject to the
options held by Mr. Lunder. Neither the filing of this Amendment No. 16 nor any
of its contents shall be deemed to constitute an admission that Telenor East
Invest AS, Telenor Mobile Holding AS or Telenor ASA is the beneficial owner of
the shares of VimpelCom subject to the options held by Mr. Lunder for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purposes, and such beneficial ownership is expressly disclaimed.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as provided in the documents described in the Statement on
Schedule 13D and Amendments Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14
or 15 thereto, or as set forth herein, neither Telenor East Invest AS, Telenor
Mobile Holding AS or Telenor ASA, nor, to the best of Telenor East Invest AS's,
Telenor Mobile Holding AS's or Telenor ASA's knowledge, any of the individuals
named in Item 2 hereof, has entered into any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of VimpelCom, including, but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, 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
1. Attached hereto as Exhibit "A" is a conformed copy of Share Purchase
Agreement No. VCR/T-01 dated November 12, 2002 between Telenor East
Invest AS and VimpelCom-Region.
2. Attached hereto as Exhibit "B" is a conformed copy of Share Purchase
Agreement No. VCR/E-01 dated as of November 12, 2002 between Eco Telecom
Limited and VimpelCom-Region.
3. Attached hereto as Exhibit "C" is a conformed copy of Share Purchase
Agreement No. VCR/V-01 dated as of November 12, 2002 between VimpelCom
and VimpelCom-Region.
4. Attached hereto as Exhibit "D" is a conformed copy of Share Purchase
Agreement No. E/T-01 dated as of November 12, 2002 between Eco Telecom
Limited and Telenor East Invest AS.
5. Attached hereto as Exhibit "E" is a conformed copy of Share Purchase
Agreement No. E/V-01 dated as of November 12, 2002 between Eco Telecom
Limited and VimpelCom.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment to the Statement on
Schedule 13D is true, complete and correct and that such Statement, as amended
hereby, is true, complete and correct.
Dated: November 26, 2002
TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------------------
Name: Henrik Torgersen
Title: Chief Executive Officer
TELENOR MOBILE HOLDING AS
By /s/ Arve Johansen
--------------------------------
Name: Arve Johansen
Title: Chief Executive Officer
TELENOR ASA
By /s/ Jon Fredrik Baksaas
--------------------------------
Name: Jon Fredrik Baksaas
Title: Chief Executive Officer
Index to Exhibits
Exhibit A A conformed copy of Share Purchase Agreement No. VCR/T-01 dated
as of November 12, 2002 between Telenor East Invest AS and
VimpelCom-Region relating to the purchase of 1,462 newly-issued
shares of common stock of VimpelCom-Region by Telenor.
Exhibit B A conformed copy of Share Purchase Agreement No. VCR/E-01 dated
as of November 12, 2002 between Eco Telecom Limited and
VimpelCom-Region relating to the purchase of 1,462 newly-issued
shares of common stock of VimpelCom-Region by Eco Telecom
Limited.
Exhibit C A conformed copy of Share Purchase Agreement No. VCR/V-01 dated
as of November 12, 2002 between VimpelCom and VimpelCom-Region
relating to the purchase of 1,462 newly-issued shares of common
stock of VimpelCom-Region by VimpelCom.
Exhibit D A conformed copy of Share Purchase Agreement No. E/T-01 dated as
of November 12, 2002 between Eco Telecom Limited and Telenor East
Invest AS relating to the purchase of 231 shares of Type-A
convertible voting preferred stock of VimpelCom-Region by Telenor
East Invest AS.
Exhibit E A conformed copy of Share Purchase Agreement No. E/V-01 dated as
of November 12, 2002 between Eco Telecom Limited and VimpelCom
relating to the purchase of 860 shares of Type-A convertible
voting preferred stock of VimpelCom-Region by VimpelCom.
Exhibit A
Conformed Copy
[Russian translation] SHARE PURCHASE AGREEMENT No. VCR/T-01
Moscow, Russia November 12, 2002
This Share Purchase Agreement (this
"Agreement") is entered into by and between
Open Joint Stock Company "VimpelCom-Region",
organized and existing under the laws of the
Russian Federation with its registered
office at 10 Ulitsa 8-Marta, Building 14,
Moscow, Russia (the "Issuer") and Telenor
East Invest AS, a company organized and
existing under the laws of Norway (the
"Purchaser" and, together with the Issuer,
collectively, the "Parties"). The Parties
hereby agree as follows:
1. Subject of the Agreement
The Issuer agrees to sell, and the Purchaser
agrees to purchase, 1,462 (One Thousand Four
Hundred Sixty Two) registered shares of
common stock of the Issuer, with a nominal
value of 20 Rubles per share, registration
No. 1-04-16038-N, registration date October
3, 2002 (the "Shares").
2. Obligations of the Parties and
Incorporation of the Primary Agreement by
Reference
The purchase of the Shares, the payment for
the Shares and the transfer of title to the
Shares shall be made according to the terms
set forth in the Primary Agreement dated as
of May 30, 2001, as amended by Amendment No.
1 thereto dated as of May 15, 2002, between
the Issuer, the Purchaser, Eco Telecom
Limited and Open Joint Stock Company
"Vimpel-Communications" (the "Primary
Agreement"). The Primary Agreement is hereby
incorporated into this Agreement by
reference and constitutes an inalienable
part of this Agreement as if all the
provisions thereof, including, among others,
all the substantial terms such as the price
for the Shares, procedure for payment of the
Shares and transfer of title to the Shares,
were restated herein in full, except Section
2.02(a)(iii), which shall not be
incorporated into this Agreement.
3. Share Transfer
Concurrently with the execution of this
Agreement, the Issuer shall execute a share
transfer order (the "Transfer Order"), as
established by Russian law and required by
the holder of the share registry of the
Issuer (the "Registrar"). The Issuer shall
deliver a
[Russian translation] duly executed Transfer Order to the
Registrar in order for the transfer of the
Shares from the Issuer to the Purchaser to
be registered in the share registry of the
Issuer.
4. Price
The Price of Shares' placement shall be
US$40,000 (Forty Thousand US Dollars) per
share.
The total purchase price of the Shares shall
be US$58,480,000 (Fifty Eight Million Four
Hundred Eighty Thousand US Dollars).
5. Settlements
All settlements under this Agreement shall
be made in US dollars according to the
procedure established by Russian law. If
Russian law prohibits making such
settlements in US dollars, all settlements
shall be made in rubles at the Central Bank
of the Russian Federation exchange rate
effective on the date prior to the date of
settlements.
6. Governing Law
This Agreement shall be governed by, and
construed in accordance with, the laws of
the State of New York, United States of
America without giving effect to any
conflicts of laws principles thereof which
would result in the application of the laws
of another jurisdiction.
7. Arbitration
Any and all disputes and controversies
arising under, relating to or in connection
with this Agreement shall be settled by
arbitration as provided in Section 15.11 of
the Primary Agreement.
8. Counterparts and Language
This Agreement is being executed in seven
originals, and the Parties agree that in the
event of a discrepancy between the English
and the Russian language versions, the
English language version shall prevail.
9. Term
This Agreement shall be effective from the
day of its execution by the Parties and
shall continue in full force and effect
until the Parties have performed their
respective obligations.
[Russian translation] IN WITNESS WHEREOF, this Share Purchase
Agreement has been duly executed and delivered
by each Party hereto this 12/th/ day of
November, 2002.
ISSUER
Open Joint Stock Company
"VimpelCom-Region"
By: /s/ Alexei Mischenko
-----------------------------------------
Name: Alexei Mischenko
Title: General Director and CEO
By: /s/ Dmitriy Steshchenko
-----------------------------------------
Name: Dmitriy Steshchenko
Title: Chief Accountant
PURCHASER
Telenor East Invest AS
By: /s/ Sigmund Ekhougen
-----------------------------------------
Name: Sigmund Ekhougen
Title: Attorney-in-Fact
Exhibit B
Conformed Copy
[Russian translation] SHARE PURCHASE AGREEMENT No. VCR/E-01
Moscow, Russia November 12, 2002
This Share Purchase Agreement (this
"Agreement") is entered into by and between
Open Joint Stock Company "VimpelCom-Region",
organized and existing under the laws of the
Russian Federation with its registered
office at 10 Ulitsa 8-Marta, Building 14,
Moscow, Russia (the "Issuer") and Eco
Telecom Limited, a company organized and
existing under the laws of Gibraltar (the
"Purchaser" and, together with the Issuer,
collectively, the "Parties"). The Parties
hereby agree as follows:
1. Subject of the Agreement
The Issuer agrees to sell, and the Purchaser
agrees to purchase, 1,462 (One Thousand Four
Hundred Sixty Two) registered shares of
common stock of the Issuer, with a nominal
value of 20 Rubles per share, registration
No. 1-04-16038-N, registration date October
3, 2002 (the "Shares").
2. Obligations of the Parties and
Incorporation of the Primary Agreement by
Reference
The purchase of the Shares, the payment for
the Shares and the transfer of title to the
Shares shall be made according to the terms
set forth in the Primary Agreement dated as
of May 30, 2001, as amended by Amendment No.
1 thereto dated as of May 15, 2002, between
the Issuer, the Purchaser, Telenor East
Invest AS and Open Joint Stock Company
"Vimpel-Communications" (the "Primary
Agreement"). The Primary Agreement is hereby
incorporated into this Agreement by
reference and constitutes an inalienable
part of this Agreement as if all the
provisions thereof, including, among others,
all the substantial terms such as the price
for the Shares, procedure for payment of the
Shares and transfer of title to the Shares,
were restated herein in full, except Section
2.02(a)(i), which shall not be incorporated
into this Agreement.
3. Share Transfer
Concurrently with the execution of this
Agreement, the Issuer shall execute a share
transfer order (the "Transfer Order"), as
established by Russian law and required by
the holder of the share registry of the
Issuer (the "Registrar"). The Issuer shall
deliver a duly executed Transfer Order to
the Registrar in
[Russian translation] order for the transfer of the Shares from
the Issuer to the Purchaser to be registered
in the share registry of the Issuer.
4. Price
The Price of Shares' placement shall be
US$40,000 (Forty Thousand US Dollars) per
share.
The total purchase price of the Shares shall
be US$58,480,000 (Fifty Eight Million Four
Hundred Eighty Thousand US Dollars).
5. Settlements
All settlements under this Agreement shall
be made in US dollars according to the
procedure established by Russian law. If
Russian law prohibits making such
settlements in US dollars, all settlements
shall be made in rubles at the Central Bank
of the Russian Federation exchange rate
effective on the date prior to the date of
settlements.
6. Governing Law
This Agreement shall be governed by, and
construed in accordance with, the laws of
the State of New York, United States of
America without giving effect to any
conflicts of laws principles thereof which
would result in the application of the laws
of another jurisdiction.
7. Arbitration
Any and all disputes and controversies
arising under, relating to or in connection
with this Agreement shall be settled by
arbitration as provided in Section 15.11 of
the Primary Agreement.
8. Counterparts and Language
This Agreement is being executed in seven
originals, and the Parties agree that in the
event of a discrepancy between the English
and the Russian language versions, the
English language version shall prevail.
9. Term
This Agreement shall be effective from the
day of its execution by the Parties and
shall continue in full force and effect
until the Parties have performed their
respective obligations.
[Russian translation] IN WITNESS WHEREOF, this Share Purchase
Agreement has been duly executed and
delivered by each Party hereto this 12/th/
day of November, 2002.
ISSUER
Open Joint Stock Company
"VimpelCom-Region"
By: /s/ Alexei Mischenko
----------------------------------------
Name: Alexei Mischenko
Title: General Director and CEO
By: /s/ Dmitriy Steshchenko
----------------------------------------
Name: Dmitriy Steshchenko
Title: Chief Accountant
PURCHASER
Eco Telecom Limited
By: /s/ Pavel Kulikov
----------------------------------------
Name: Pavel Kulikov
Title: Attorney-in-Fact
Exhibit C
Conformed Copy
[Russian translation] SHARE PURCHASE AGREEMENT No. VCR/V-01
Moscow, Russia November 12, 2002
This Share Purchase Agreement (this
"Agreement") is entered into by and between
Open Joint Stock Company "VimpelCom-Region",
organized and existing under the laws of the
Russian Federation with its registered
office at 10 Ulitsa 8-Marta, Building 14,
Moscow, Russia (the "Issuer") and
"Vimpel-Communications", a company organized
and existing under the laws of the Russian
Federation with its registered office at 10
Ulitsa 8-Marta, Building 14, Moscow, Russia
(the "Purchaser" and, together with the
Issuer, collectively, the "Parties"). The
Parties hereby agree as follows:
1. Subject of the Agreement
The Issuer agrees to sell, and the Purchaser
agrees to purchase, 1,462 (One Thousand Four
Hundred Sixty Two) registered shares of
common stock of the Issuer, with a nominal
value of 20 Rubles per share, registration
No. 1-04-16038-N, registration date October
3, 2002 (the "Shares").
2. Obligations of the Parties and
Incorporation of the Primary Agreement by
Reference
The purchase of the Shares, the payment for
the Shares and the transfer of title to the
Shares shall be made according to the terms
set forth in the Primary Agreement dated as
of May 30, 2001, as amended by Amendment No.
1 thereto dated as of May 15, 2002, between
the Issuer, the Purchaser, Eco Telecom
Limited and Telenor East Invest AS (the
"Primary Agreement"). The Primary Agreement
is hereby incorporated into this Agreement
by reference and constitutes an inalienable
part of this Agreement as if all the
provisions thereof, including, among others,
all the substantial terms such as the price
for the Shares, procedure for payment of the
Shares and transfer of title to the Shares,
were restated herein in full, except Section
2.02(a)(ii), which shall not be incorporated
into this Agreement.
3. Share Transfer
Concurrently with the execution of this
Agreement, the Issuer shall execute a share
transfer order the "Transfer Order"), as
established by Russian law
[Russian translation] and required by the holder of the share
registry of the Issuer (the "Registrar").
The Issuer shall deliver a duly executed
Transfer Order to the Registrar in order for
the transfer of the Shares from the Issuer
to the Purchaser to be registered in the
share registry of the Issuer.
4. Price
The Price of Shares' placement shall be
US$40,000 (Forty Thousand US Dollars) per
share.
The total purchase price of the Shares shall
be US$58,480,000 (Fifty Eight Million Four
Hundred Eighty Thousand US Dollars).
5. Settlements
All settlements under this Agreement shall
be made in rubles at the Central Bank of the
Russian Federation exchange rate effective
on the date prior to the date of
settlements.
6. Governing Law
This Agreement shall be governed by, and
construed in accordance with, the laws of
the State of New York, United States of
America without giving effect to any
conflicts of laws principles thereof which
would result in the application of the laws
of another jurisdiction.
7. Arbitration
Any and all disputes and controversies
arising under, relating to or in connection
with this Agreement shall be settled by
arbitration as provided in Section 15.11 of
the Primary Agreement.
8. Counterparts and Language
This Agreement is being executed in seven
originals, and the Parties agree that in the
event of a discrepancy between the English
and the Russian language versions, the
English language version shall prevail.
9. Term
This Agreement shall be effective from the
day of its execution by the Parties and
shall continue in full force and effect
until the Parties have performed their
respective obligations.
[Russian translation] IN WITNESS WHEREOF, this Share Purchase
Agreement has been duly executed and
delivered by each Party hereto this 12/th/
day of November, 2002.
ISSUER
Open Joint Stock Company
"VimpelCom-Region"
By: /s/ Alexei Mischenko
----------------------------------------
Name: Alexei Mischenko
Title: General Director and CEO
By: /s/ Dmitriy Steshchenko
----------------------------------------
Name: Dmitriy Steshchenko
Title: Chief Accountant
PURCHASER
Open Joint Stock Company
"Vimpel-Communications"
By: /s/ Jo Lunder
----------------------------------------
Name: Jo Lunder
Title: General Director and CEO
By: /s/ Dmitriy Steshchenko
----------------------------------------
Name: Dmitriy Steshchenko
Title: Chief Accountant
Exhibit D
Conformed Copy
[Russian translation] SHARE PURCHASE AGREEMENT No. E/T-01
Moscow, Russia November 12, 2002
This Share Purchase Agreement (this
"Agreement") is entered into by and between
Eco Telecom Limited, a company organized and
existing under the laws of Gibraltar (the
"Seller") and Telenor East Invest AS, a
company organized and existing under the
laws of Norway (the "Purchaser" and,
together with the Seller, collectively, the
"Parties"). The Parties hereby agree as
follows:
1. Subject of the Agreement
The Seller agrees to sell, and the Purchaser
agrees to purchase, 231 (two hundred thirty
one) registered shares of preferred stock of
the Open Joint Stock Company
"VimpelCom-Region" (the "Issuer"), with a
nominal value of 20 Rubles per share,
registration No. 3-02-16038-N, registration
date December 19, 2001 (the "Shares").
2. Obligations of the Parties and
Incorporation of the Primary Agreement by
Reference
The purchase of the Shares, the payment for
the Shares and the transfer of title to the
Shares shall be made according to the terms
set forth in the Primary Agreement dated as
of May 30, 2001, as amended by Amendment No.
1 thereto dated as of May 15, 2002, between
the Seller, the Purchaser, Open Joint Stock
Company "Vimpel-Communications" and the
Issuer (the "Primary Agreement"). The
Primary Agreement is hereby incorporated
into this Agreement by reference and
constitutes an inalienable part of this
Agreement as if all the provisions thereof,
including, among others, all the substantial
terms such as the price for the Shares,
procedure for payment of the Shares and
transfer of title to the Shares, were
restated herein in full, except Section
2.08, which shall not be incorporated into
this Agreement.
3. Share Transfer
Concurrently with the execution of this
Agreement, the Seller shall execute a share
transfer order (the "Transfer Order"), as
established by Russian law and required by
the holder of the share registry of the
Issuer ("Registrar"). The Seller shall
deliver a duly executed Transfer Order to
the Registrar in order for the transfer of
the Shares from the Seller to the
[Russian translation] Purchaser to be registered in the share
registry of the Issuer.
4. Price
The Price of Shares' purchase shall be 20
(twenty) Rubles per share.
The total purchase price of the Shares shall
be 4,620 (four thousand six hundred twenty)
Rubles.
5. Settlements
All settlements under this Agreement shall
be made in US dollars according to the
procedure established by Russian law. If
Russian law prohibits making such
settlements in US dollars, all settlements
shall be made in rubles at the Central Bank
of the Russian Federation exchange rate
effective on the date prior to the date of
settlements.
6. Governing Law
This Agreement shall be governed by, and
construed in accordance with, the laws of
the State of New York, United States of
America without giving effect to any
conflicts of laws principles thereof which
would result in the application of the laws
of another jurisdiction.
7. Arbitration
Any and all disputes and controversies
arising under, relating to or in connection
with this Agreement shall be settled by
arbitration as provided in Section 15.11 of
the Primary Agreement.
8. Counterparts and Language
This Agreement is being executed in seven
originals, and the Parties agree that in the
event of a discrepancy between the English
and the Russian language versions, the
English language version shall prevail.
9. Term
This Agreement shall be effective from the
day of its execution by the Parties and
shall continue in full force and effect
until the Parties have performed their
respective obligations.
[Russian translation] IN WITNESS WHEREOF, this Share Purchase
Agreement has been duly executed and
delivered by each Party hereto this 12/th/
day of November, 2002.
SELLER
Eco Telecom Limited
By /s/ Pavel Kulikov
----------------------------------------
Name: Pavel Kulikov
Title: Attorney-in-Fact
PURCHASER
Telenor East Invest AS
By: /s/ Sigmund Ekhougen
----------------------------------------
Name: Sigmund Ekhougen
Title: Attorney-in-Fact
Exhibit E
Conformed Copy
[Russian translation] SHARE PURCHASE AGREEMENT No. E/V-01
Moscow, Russia November 12, 2002
This Share Purchase Agreement (this
"Agreement") is entered into by and between
Eco Telecom Limited, a company organized and
existing under the laws of Gibraltar (the
"Seller") and Open Joint Stock Company
"Vimpel-Communications", organized and
existing under the laws of the Russian
Federation with its registered office at 10
Ulitsa 8-Marta, Building 14, Moscow, Russia,
(the "Purchaser" and, together with the
Seller, collectively, the "Parties"). The
Parties hereby agree as follows:
1. Subject of the Agreement
The Seller agrees to sell, and the Purchaser
agrees to purchase, 860 (Eight Hundred
Sixty) registered shares of preferred stock
of the Open Joint Stock Company
"VimpelCom-Region" (the "Issuer"), with a
nominal value of 20 Rubles per share,
registration No. 3-02-16038-N, registration
date December 19, 2001 (the "Shares").
2. Obligations of the Parties and
Incorporation of the Primary Agreement by
Reference
The purchase of the Shares, the payment for
the Shares and the transfer of title to the
Shares shall be made according to the terms
set forth in the Primary Agreement dated as
of May 30, 2001, as amended by Amendment No.
1 thereto dated as of May 15, 2002, between
the Seller, the Purchaser, Telenor East
Invest AS and the Issuer (the "Primary
Agreement"). The Primary Agreement is hereby
incorporated into this Agreement by
reference and constitutes an inalienable
part of this Agreement as if all the
provisions thereof, including, among others,
all the substantial terms such as the price
for the Shares, procedure for payment of the
Shares and transfer of title to the Shares,
were restated herein in full, except Section
2.08, which shall not be incorporated into
this Agreement.
3. Share Transfer
Concurrently with the execution of this
Agreement, the Seller shall execute a share
transfer order (the "Transfer Order"), as
established by Russian law and required by
the share registry of the Issuer (the
[Russian translation]
"Registrar"). The Seller shall deliver a
duly executed Transfer Order to the
Registrar in order for the transfer of the
Shares from the Seller to the Purchaser to
be registered in the share registry of the
Issuer.
4. Price
The Price of Shares' purchase shall be 20
(twenty) Rubles per share.
The total purchase price of the Shares shall
be 17,200 (seventeen thousand two hundred)
Rubles.
5. Settlements
All settlements under this Agreement shall
be made in rubles.
6. Governing Law
This Agreement shall be governed by, and
construed in accordance with, the laws of
the State of New York, United States of
America without giving effect to any
conflicts of laws principles thereof which
would result in the application of the laws
of another jurisdiction.
7. Arbitration
Any and all disputes and controversies
arising under, relating to or in connection
with this Agreement shall be settled by
arbitration as provided in Section 15.11 of
the Primary Agreement.
8. Counterparts and Language
This Agreement is being executed in seven
originals, and the Parties agree that in the
event of a discrepancy between the English
and the Russian language versions, the
English language version shall prevail.
9. Term
This Agreement shall be effective from the
day of its execution by the Parties and
shall continue in full force and effect
until the Parties have performed their
respective obligations.
[Russian translation] IN WITNESS WHEREOF, this Share Purchase
Agreement has been duly executed and
delivered by each Party hereto this 12th day
of November, 2002.
SELLER
Eco Telecom Limited
By /s/ Pavel Kulikov
----------------------------------------
Name: Pavel Kulikov
Title: Attorney-in-Fact
PURCHASER
Open Joint Stock Company
"Vimpel-Communications"
By: /s/ Jo Lunder
----------------------------------------
Name: Jo Lunder
Title: General Director and CEO
By: /s/ Dmitriy Steshchenko
----------------------------------------
Name: Dmitriy Steshchenko
Title: Chief Accountant