Common use of Ownership of the Alfa Shares Clause in Contracts

Ownership of the Alfa Shares. (a) (i) Crown is the legal, beneficial and record owner of 100% of CTF’s issued and outstanding capital stock; (ii) CTF is the beneficial owner of 71.249% of Altimo’s issued and outstanding capital stock; (iii) Altimo is the legal, beneficial and record owner of 100% of Alpren’s issued and outstanding capital stock and 100% of the issued and outstanding capital stock of Hardlake; (iv) Alpren is the legal, beneficial and record owner of 49.9% of the outstanding membership interests in Storm, and Hardlake is the legal, beneficial and record owner of 50.1% of the outstanding membership interests in Storm; (v) on the Execution Date, Storm, Storm-1, Storm-2 and Storm-3 are the legal, beneficial and record owners of the Alfa Kyivstar Shares and as of the Closing Date, one or more of Storm, Storm-1, Storm-2 and Storm-3 will be the legal, beneficial and record owners of the Alfa Kyivstar Shares, which represent 43.5% of the issued and outstanding capital stock of Kyivstar. On the Execution Date, Storm, Storm-1, Storm-2 and Storm-3 are the registered owners of the Alfa Kyivstar Shares and as of the Closing Date, one or more of Storm, Storm-1, Storm-2 and Storm-3 will be the registered owner of the Alfa Kyivstar Shares, and, in each case, such ownership is free and clear of any Liens. On the Closing Date, the Alfa Parties will transfer to HoldCo and Newco, and cause HoldCo and Newco to have the exclusive ownership of all of the outstanding membership interests in Storm, free and clear of any Liens other than those Liens or rights arising under the Transaction Agreements. If Storm-1, Storm-2 and Storm-3 have not transferred the Kyivstar Shares held by them to Storm prior to the Closing Date, on the Closing Date, the Alfa Parties will cause Storm-1, Storm-2 and Storm-3 to transfer the Kyivstar Shares held by them to Storm, free and clear of any Liens other than those Liens or rights arising under the Transaction Agreements. (b) The legal and record owners of Altimo are those Persons specified in Schedule 4.1(b), in each case, owning such number of shares of Altimo’s issued and outstanding capital stock as is specified opposite their respective names in Schedule 4.1(b). (i) Altimo is the legal, beneficial and record owner of 100% of Eco Telecom’s issued and outstanding capital stock; and (ii) Eco Telecom is the legal and beneficial owner and VEB is the registered nominee-holder pursuant to a custody agreement dated October 28, 2008 between VEB and Eco Telecom of the Alfa VimpelCom Shares, which represent 44.00001% of the issued and outstanding capital stock of VimpelCom. Eco Telecom’s ownership of the Alfa VimpelCom Shares is free and clear of any Liens, except for the VEB Pledge. The Alfa VimpelCom Shares are the only VimpelCom Shares owned directly, indirectly or beneficially by any Alfa Party or any of their Affiliates or Controlling Persons, and none of the Alfa Parties nor any of their Affiliates or Controlling Persons has any economic, voting, derivative or other interest in any VimpelCom Share other than the Alfa VimpelCom Shares. As of the Closing Date, after giving effect to the transfer by the Alfa Parties of the Alfa VimpelCom Shares to Newco in the Exchange Offer, (A) Newco shall have sole and exclusive ownership of the Alfa VimpelCom Shares, free and clear of any Liens other than those Liens arising under the Transaction Agreements, and (B) Altimo Cooperatief (or another Controlled Affiliate(s) of CTF designated by Altimo) shall have sole and exclusive ownership of the Newco Alfa Shares issued in accordance with the terms and conditions of the Exchange Offer, except for any pledge by the Alfa Parties in replacement of the VEB Pledge.