VIMPELCOM LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement (Common Shares) Dated as of , 2010Deposit Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
DEPOSIT AGREEMENT (Common Shares) dated as of , 2010 among VIMPELCOM LTD., an exempted company incorporated under the laws of Bermuda (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
VEON LTD. COMMON SHARES (US$0.001 NOMINAL VALUE) (IN THE FORM OF AMERICAN DEPOSITARY SHARES) UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2019 • VEON Ltd. • Radiotelephone communications • New York
The Underlying Shares (as defined below) represented by the ADSs are deposited pursuant to the Amended and Restated Deposit Agreement dated as of December 29, 2017 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs.
GUARANTEE dated as of October 4, 2009 between TELENOR ASA, AS GUARANTOR and THE ALFA PARTIES LISTED ON SCHEDULE I, AS BENEFICIARIESGuarantee • February 8th, 2010 • VimpelCom Ltd. • New York
GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between Telenor ASA, a company organized and existing under the laws of Norway (“Telenor”), and the legal entities listed on Schedule I hereto (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with Telenor, collectively, the “Parties” and, individually, each a “Party”).
REGISTRATION RIGHTS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ECO TELECOM LIMITED, ALTIMO HOLDINGS & INVESTMENTS LTD., ALTIMO COOPERATIEF U.A. TELENOR MOBILE COMMUNICATIONS AS and TELENOR EAST INVEST ASRegistration Rights Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York
INDEMNIFICATION AGREEMENT between VEON LTD. andIndemnification Agreement • March 15th, 2021 • VEON Ltd. • Radiotelephone communications
INDEMNIFICATION AGREEMENT dated [—] and effective as of [—] (this "Agreement") between Veon Ltd., a company organized and existing under the laws of Bermuda (the “Company”), and [—], born [—] in [—] (the "Indemnitee").
SHAREHOLDERS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ALTIMO HOLDINGS & INVESTMENTS LTD., ECO TELECOM LIMITED, TELENOR EAST INVEST AS, TELENOR MOBILE COMMUNICATIONS AS, ALTIMO COOPERATIEF U.A. and OTHER VIMPELCOM LTD....Shareholders Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York
Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 1.01 Definitions 2 1.02 Interpretation 11 ARTICLE II REPRESENTATIONS AND WARRANTIES 11 2.01 Organization of the Parties 11 2.02 Authority 12 2.03 Shareholding 12 ARTICLE III TRANSFERS 12 3.01 Transfers to Persons Other than Permitted Transferees 12 3.02 Standstill 12 3.03 Right of First Offer 13 3.04 Tag Along Rights 14 3.05 Effect of Transfers 16 3.06 Permitted Transferees 16 3.07 Pledges of Shares and Interests in Shares 17 ARTICLE IV GOVERNANCE OF THE COMPANY 17 4.01 Ownership of Subsidiaries; Branding 17 4.02 Headquarters of the Company 17 4.03 The Management Board and the CEO 18 4.04 Authority of the Board; Chairman of the Board 19 4.05 Shareholders 19 4.06 Nomination of Directors 19 4.07 Quorum and Voting at Board Meetings; Shareholder Approval of Certain Transactions 21 4.08 Committees of the Board 24 4.09 Full Disclosure of All Matters before the Board 24 4.10 Independence of the Board 25 4.11 Dividend Policy 25 4.12 Governance of
SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 between and among THE ALFA PARTIES LISTED ON SCHEDULE I and THE TELENOR PARTIES LISTED ON SCHEDULE II and ORRICK, HERRINGTON & SUTCLIFFE LLP, as Escrow AgentSettlement Escrow Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 (this “Escrow Agreement”) between and among the legal entities and individuals listed on Schedule I hereto (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”), the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and each, individually, a “Telenor Party”) and Orrick, Herrington & Sutcliffe LLP, as escrow agent (the “Escrow Agent” and, together with the Telenor Parties and the Alfa Parties, collectively, the “Parties” and, each, individually, a “Party”).
AMENDMENT AND RESTATEMENT DEED relating to the SHAREHOLDERS’ DEED DATED …4… NOVEMBER 2016 By and between HUTCHISON 3G ITALY INVESTMENTS S.à R.L. and HET INVESTMENTS S.A. and VIMPELCOM LUXEMBOURG HOLDINGS S.à R.L. and HUTCHISON EUROPE...VEON Ltd. • April 3rd, 2017 • Radiotelephone communications • Luxembourg
SHARE EXCHANGE AGREEMENT dated as of October 4, 2009 between and among the Alfa Parties Listed in Schedule I and the Telenor Parties Listed in Schedule IIShare Exchange Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York
PAGE ARTICLE I DEFINITIONS; INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 10 ARTICLE II EXCHANGE OFFER; KYIVSTAR SHARE EXCHANGE 11 Section 2.1 The Exchange Offer 11 Section 2.2 Stay of Proceedings; Settlement Escrow 12 Section 2.3 The Kyivstar Share Exchange 13 Section 2.4 Closing of the Kyivstar Share Exchange 13 Section 2.5 The Alfa Parties’ Obligations at the Closing 13 Section 2.6 The Telenor Parties’ Obligations at the Closing 14 Section 2.7 Newco Closing Deliveries 14 Section 2.8 HoldCo Closing Deliveries 14 Section 2.9 Delisting; Squeezeout 14 Section 2.10 Transfer of VimpelCom Shares 14 ARTICLE III GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES 15 Section 3.1 Organization and Authority 15 Section 3.2 Due Authorization; Binding Obligation 15 Section 3.3 Non-Contravention 15 Section 3.4 Regulatory Approvals 16 Section 3.5 Brokers Fees or Commissions 16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ALFA PARTIES 16 Section 4.1 Ownership of the Alfa
WIND ACQUISITION FINANCE S.A. as Issuer WIND TELECOMUNICAZIONI S.P.A. as Guarantor DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee DEUTSCHE BANK AG, LONDON BRANCH as Principal Paying Agent and Calculation Agent DEUTSCHE BANK TRUST COMPANY AMERICAS as...Indenture • March 24th, 2015 • VimpelCom Ltd. • Radiotelephone communications • New York
INDENTURE dated as of July 10, 2014 by and among Wind Acquisition Finance S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 18-20, Rue Edward Steichen, L-2540 Luxembourg and registered with the Luxembourg trade and companies register under number B109.825, as Issuer. WIND Telecomunicazioni S.p.A., a joint stock company organized as a società per azioni under the laws of the Republic of Italy and subject to the direction and coordination of VimpelCom Limited, as Guarantor, Deutsche Bank Trust Company Americas, as Trustee, Deutsche Bank AG, London Branch as Principal Paying Agent and Calculation Agent, Deutsche Bank Trust Company Americas, as U.S. Paying Agent, U.S. Registrar and U.S. Transfer Agent and Deutsche Bank Luxembourg S.A., as Luxembourg Listing Agent, Luxembourg Paying Agent, Transfer Agent and Registrar.
Registration Rights AgreementRegistration Rights Agreement • September 22nd, 2016 • VimpelCom Ltd. • Radiotelephone communications • New York
Telenor East Holding II AS, a company incorporated in the Kingdom of Norway (the “Issuer”), proposes to issue and sell to you (the “Managers”), US$1,000,000,000 in aggregate principal amount of its 0.25 per cent. Exchangeable Bonds due 2019 (the “Bonds”), which are exchangeable for American Depository Shares (“ADSs”) of VimpelCom Ltd., an exempted company limited by shares organized under the laws of Bermuda (the “Company”), each representing one common share of the Company, nominal value US$0.001 per share, upon the terms set forth in the Subscription Agreement by and among the Issuer and the Managers, dated September 15, 2016 (the “Subscription Agreement”), relating to the initial placement (the “Initial Placement”) of the Bonds. In certain circumstances, upon an exchange of Bonds at the option of the holder thereof and upon certain redemptions, the Issuer will be required to deliver cash, ADSs (such ADSs, the “Exchanged ADSs”) or a combination of cash and Exchanged ADSs, at the elec
GUARANTEE dated as of October 4, 2009 between CTF HOLDINGS LIMITED, AS GUARANTOR and VIMPELCOM HOLDINGS B.V., VIMPELCOM LTD., STORM LLC AND CLOSED JOINT STOCK COMPANY “KYIVSTAR G.S.M.,” AS BENEFICIARIESVimpelCom Ltd. • February 8th, 2010 • New York
GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between CTF Holdings Limited, a company organized and existing under the Laws of Gibraltar (“CTF”), the legal entities listed on Schedule I hereto and each Additional Beneficiary (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with CTF, collectively, the “Parties” and, individually, each a “Party”).
Certain identified information in this exhibit has been excluded because they are both not material and are the type of information that we treat as private or confidential. VEON HOLDINGS B.V. acting as Seller 1 VEON LTD. acting as Seller 2...Sale and Purchase Agreement • July 24th, 2023 • VEON Ltd. • Radiotelephone communications
ContractAgreement • March 31st, 2016 • VimpelCom Ltd. • Radiotelephone communications • England
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH AN ASTERISK [*].
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENTShare Sale and Exchange Agreement • April 30th, 2012 • VimpelCom Ltd. • Radiotelephone communications
AMENDMENT NO. 1 (this “Agreement”), dated as of November 25, 2011, to the Amended and Restated Share Sale and Exchange Agreement dated as of January 17, 2011, and amended and restated on April 15, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SSEA”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, WIND TELECOM S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, and Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg.
ContractSettlement Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
FIRST AMENDMENT TO SETTLEMENT AGREEMENT dated as of January 12, 2010 (this “Amendment”) between and among Crown Finance Foundation, a foundation organized under the laws of Lichtenstein, CTF Holdings Limited, a company organized under the laws of Gibraltar, Altimo Holdings & Investments Ltd., a company organized under the laws of the British Virgin Islands, Eco Telecom Limited, a company organized under the laws of Gibraltar, Rightmarch Limited, a company organized under the laws of Cyprus, Alpren Limited, a company organized under the laws of Cyprus, Hardlake Limited, a company organized under the laws of Cyprus, and Storm LLC, a limited liability company organized under the laws of Ukraine (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”), and Telenor Mobile Communications AS, a company organized under the laws of Norway, Telenor East Invest AS, a company organized under the laws of Norway, and Telenor Consult AS, a company organized under the laws of Norway
FINCO SHAREHOLDERS’ DEED DATED By and between VIP-CKH IRELAND LIMITED and VIMPELCOM LUXEMBOURG HOLDINGS S.à R.L. and HUTCHISON EUROPE TELECOMMUNICATIONS S.à R.L. and VIMPELCOM LTD. and CK HUTCHISON HOLDINGS LIMITED Allen & Overy LLPVEON Ltd. • April 3rd, 2017 • Radiotelephone communications • Dublin
ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2016 • VimpelCom Ltd. • Radiotelephone communications
ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT to Registration Rights Agreement (this “Amendment”), dated as of September 21, 2016, by and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized and existing under the laws of the Netherlands (“Altimo Cooperatief”), Letterone Investment Holdings S.A., a société anonyme incorporated under the laws of Luxembourg (“LetterOne”), L1T VIP Holdings S.à r.l., a société à responsibilité limitée incorporated under the laws of Luxembourg, (“L1T”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), and Telenor East Holding II AS, a company organized and existing under the laws of Norway (“Telenor East Holding” and each of the Company, Altimo, Altimo Cooperatief, LetterOne,
JOINT FILING AGREEMENTJoint Filing Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the securities of VimpelCom Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
AMENDMENT AND RESTATEMENT DEED relating to the CONTRIBUTION AND FRAMEWORK AGREEMENT DATED …4… NOVEMBER 2016 By and Between VIMPELCOM AMSTERDAM B.V. and VIMPELCOM LTD. and HUTCHISON EUROPE TELECOMMUNICATIONS S.à R.L. and CK HUTCHISON HOLDINGS LIMITED...Contribution and Framework Agreement • April 3rd, 2017 • VEON Ltd. • Radiotelephone communications
(each of the above together with such persons as become bound to the terms of this agreement pursuant to a Deed of Adherence from time to time being the Parties (and Party shall be construed accordingly)).
IMPACT INVESTMENTS LLCConfidential Letter Agreement • October 17th, 2024 • VEON Ltd. • Radiotelephone communications
This confidential letter agreement (this "Agreement") confirms that Impact Investments LLC ("Impact Investments") has been engaged, effective as of the date hereof and subject to the terms and conditions set forth herein, to act as strategic advisor to VEON Ltd. (the "Parent") and the Parent's wholly owned indirect subsidiary JSC Kyivstar (the "Company" and, together with the Parent and Impact Investments, the "Parties"), and to provide strategic support, recommendations, and advice to the Board of Directors of each of the Parent and the Company. The Parties agree that the Standard Terms and Conditions attached hereto (the "Standard Terms and Conditions") are an integral part of this Agreement and are hereby incorporated herein by reference in their entirety.
Sale and purchase agreement relating to VIP-CKH Luxembourg S.à R.L. and VIP-CKH Ireland LimitedAgreement • March 14th, 2019 • VEON Ltd. • Radiotelephone communications
AMENDED AND RESTATED TRUST DEED GLOBAL MEDIUM TERM NOTE PROGRAMME dated by VEON HOLDINGS B.V. Issuer and CITIBANK, N.A., LONDON BRANCH TrusteeVEON Ltd. • October 17th, 2024 • Radiotelephone communications
SETTLEMENT AGREEMENT dated as of October 4, 2009 between and among THE ALFA PARTIES LISTED ON SCHEDULE I and THE TELENOR PARTIES LISTED ON SCHEDULE IISettlement Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
SETTLEMENT AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among the legal entities and individuals listed on Schedule I hereto (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”) and the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and each, individually, a “Telenor Party” and, together with the Alfa Parties, collectively, the “Parties” and, each, individually, a “Party”).
As you are aware, on January 17, 2011, VimpelCom Ltd. (“VimpelCom”), Wind Telecom S.p.A. (“Wind Telecom”) and Weather Investments II S.à r.l. (“Weather II”) entered into a Share Sale and Exchange Agreement (the “Share Sale and Exchange Agreement”)...Share Escrow Agreement • February 15th, 2011 • VimpelCom Ltd. • Radiotelephone communications • New York
Unless the context otherwise requires, references to “we,” “us”, “our”, “VimpelCom” or the “Company” refer to VimpelCom Ltd. This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement and any documents incorporated by reference into this proxy statement to understand the proposals and the terms of the Share Sale and Exchange Agreement (the “Share Sale and Exchange Agreement”), dated as of January 17, 2011, by and among VimpelCom, Wind Telecom S.p.A., which until December 30, 2010 was known as Weather Investments S.p.A (“Wind Telecom”), Weather Investments II S.à r.l. (“Weather II”) and the other shareholders of Wind Telecom that become party to the Share Sale and Exchange Agreement (the “Wind Telecom Shareholders”), pursuant to which at closing (the “Closing”) VimpelCom will acquire shares in Wind Telecom held by Weather II and
VOTING AGREEMENTVoting Agreement • October 17th, 2024 • VEON Ltd. • Radiotelephone communications
VOTING AGREEMENTVoting Agreement • October 17th, 2024 • VEON Ltd. • Radiotelephone communications
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENTShare Sale and Exchange Agreement • April 30th, 2012 • VimpelCom Ltd. • Radiotelephone communications
AMENDMENT NO. 2 (this “Agreement”), dated as of January 31, 2012, to the Amended and Restated Share Sale and Exchange Agreement dated as of January 17, 2011, and amended and restated on April 15, 2011, and further amended on November 25, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SSEA”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, Wind Telecom S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, and Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg.
AS AMENDED AND RESTATED ON 13 SEPTEMBER 2023Sale and Purchase Agreement • October 17th, 2024 • VEON Ltd. • Radiotelephone communications
VEON HOLDINGS B.V. acting as Seller 1 VEON LTD. acting as Seller 2 JOINT-STOCK COMPANY KOPERNIK-INVEST 3 acting as Buyer VIMPEL-COMMUNICATIONS PUBLIC JOINT STOCK COMPANYacting as Company SALE AND PURCHASE AGREEMENTIN RELATION TO THE SHARES IN PJSC VIMPEL-COMMUNICATIONS
