EXHIBIT B
Conformed Copy
SHARE XXXXXXXX XXXXXXXXX
# 000 XXX - 00/0000
Xxxxxx December 20, 2000
This Agreement is entered into by and between Telenor East Invest AS, a
company established and existing under the laws of Norway and located at:
Keysers Xxxx 00, X-0000 Xxxx, Xxxxxx (hereinafter, the "Seller"), represented by
its Attorney-in-Fact Xxxxxx Xxxxxxxxxxxxxx Nazartchouk, Open Joint Stock Company
"Vimpel-Communications", a company established and existing under the laws of
the Russian Federation and located at: 10, bldg. 14 ul. 8 Xxxxx, Xxxxxx 000000,
Russian Federation (hereinafter, the "Issuer"), represented by its President and
Chief Operating Officer Jo Xxxx Xxxxxx, and Open Joint Stock Company "KB
Impuls", a company established and existing under the laws of the Russian
Federation and located at: 10, bldg. 14 ul. 8 Xxxxx, office 319, Xxxxxx 000000,
Russian Federation (hereinafter, the "Buyer"), represented by its General
Director X.X. Xxxxx. For the purposes of this Agreement, the Seller, the Buyer
and the Issuer shall be collectively referred to as the "Parties". The Parties
hereby agree as follows:
I. Subject of the Agreement
1. Pursuant to this Agreement, the Seller shall, subject to the terms and
conditions set forth herein, sell to the Buyer, and the Buyer shall
purchase from the Seller and pay for, Two Hundred Fifty Thousand
(250,000) common registered shares of the Issuer, state registration
number of the issuance 1-06-00027-A, par value of 0.5 kopecks per
share (hereinafter, the "Shares"). The Shares were purchased by the
Seller in accordance with the Primary Agreement dated December 1, 1998
by and between the Seller and the Issuer (hereinafter, the "Primary
Agreement"). Pursuant to Section 2.07 of the Primary Agreement, the
Shares have been subject to the call option exercisable by the Issuer
or its designee in accordance therewith.
2. The Buyer is the designee of the Issuer as stipulated in the call
option notice dated December 20, 2000, provided to the Seller by the
Issuer pursuant to Section 2.07 of the Primary Agreement.
II. Rights and Obligations of the Parties
1. The Seller will, upon execution of this Agreement, but no later than
December 31, 2000, deliver to the Buyer (i) a copy of the application
for preliminary exemption from Russian withholding tax that the Seller
will submit to the Russian tax authorities, and (ii) the transmittal
letter from the submission of the original application bearing the
original stamp of the Russian tax authorities to whom the original
application was submitted and indicating the date on which those
authorities received the original application. If the Seller does not
deliver to the Buyer the two documents specified in this paragraph by
or on December 31, 2000, then the Seller shall indemnify and hold
harmless the Buyer against any penalties, fines or other assessments
made against the Buyer arising out of the Seller's
failure to deliver such documents, other than fines, penalties, and
assessments that the Buyer may offset against the Buyer's other tax
liabilities.
2. The Buyer hereby undertakes within three (3) business days from the
date of execution of this Agreement to pay to the Seller's account
specified in Article IV hereof the Purchase Price for the Shares (as
determined below in Article III).
3. The Seller hereby undertakes, immediately upon the receipt from KB
"Citibank T/O" (OOO) of a confirmation that the Purchase Price has
been deposited in full into Telenor's Dollar account at KB "Citibank
T/O" (OOO) to deliver to the Buyer a transfer order in the form
required by the Issuer's shareholder registrar, duly executed by an
authorized representative of the Seller whose signature is on record
with the Issuer's shareholder registrar or by a person duly authorized
by such representative, in order to effectuate the re-registration of
the Shares in the Issuer's shareholder register in the Buyer's name.
All expenses arising in connection with such re-registration of the
Shares in the Issuer's shareholder register shall be borne by the
Buyer.
4. The Parties will, within 2 (two) business days from the moment of re-
registration of the Shares in the Issuer's shareholder register in the
Buyer's name (as set forth in Article V), sign the Act of Delivery and
Acceptance in the form attached hereto.
III. Price
1. The purchase price of the Shares shall be US$19.97 per each share.
2. The total purchase price of the Shares shall be US$4,992,500.00 (Four
million nine hundred ninety-two thousand five hundred U.S. Dollars)
(hereinafter, the "Purchase Price").
IV. Payments
1. All payments under this Agreement shall be in Rubles, provided,
however, that the amount in Rubles to be paid by the Buyer to the
Seller's account indicated below shall be equal to the amount which,
upon conversion of Rubles into US Dollars at the Xxxxx/US Dollar
exchange rate established by KB "Citibank T/O" (OOO) as of the date of
payment, transfer of the US Dollars to the Seller's US Dollar account
at KB "Citibank T/O" (OOO) and payment of all the conversion, transfer
and other related bank fees by the Buyer and the Seller, will
constitute the Purchase Price as indicated in item 2 of Article III of
this Agreement. For avoidance of doubt, any fees, costs or expenses
incurred by any Party for the conversion of Rubles into US Dollars,
bank transfer fees and other bank fees related to the payment of the
Purchase Price shall be borne by the Buyer.
2. All payments under this Agreement shall be made by wire transfer in
immediately available funds to the following account of the Seller:
Bank: CITIBANK X/X
Xx. Xxxxxxx, 0-00
Xxxxxx 000000, Xxxxxx
Investment Account No.:
40805810500500804017
Beneficiary: Telenor East Invest AS
BIK: 044525202
V. Transfer of Title
Title to the Shares shall be transferred to the Buyer as of the moment of
re-registration of the Shares in the Issuer's shareholder register in the
Buyer's name.
VI. Applicable Legislation
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, United States of America, applicable to contracts
executed and performed in such jurisdiction, without giving effect to any
conflicts of laws principles thereof which would result in the application of
the laws of another jurisdiction.
VII. Arbitration
1. Any and all disputes and controversies arising under, relating to or
in connection with this Agreement shall be settled by arbitration by a
panel of three (3) arbitrators under the United Nations Commission on
International Trade Law (UNCITRAL) Arbitration Rules in force
(hereinafter, the "UNCITRAL Rules"), in accordance with the following
terms and conditions:
1.1 In the event of any conflict between the UNCITRAL Rules and the
provisions of this Agreement, the provisions of this Agreement
shall prevail.
1.2 Any Party to this Agreement may refer a matter to arbitration by
written notice to the other Parties.
1.3 The place of the arbitration shall be Stockholm, Sweden.
1.4 The Seller shall appoint one arbitrator and the Buyer shall
appoint one arbitrator, and the two arbitrators so appointed
shall appoint the third arbitrator, in accordance with the
UNCITRAL Rules. In the event of inability to agree on a third
arbitrator, the appointing authority shall be the Arbitration
Institute of the Stockholm Chamber of Commerce.
1.5 The English language shall be used as the written and spoken
language for the arbitration and all matters connected to the
arbitration.
1.6 The decision of the arbitrators shall be by majority vote and
shall be in writing.
1.7 The decision of the arbitrators shall be final and binding on the
parties to this Agreement, save in the event of fraud, manifest
mistake or failure by the arbitrators to disclose any conflict of
interest.
1.8 The decision of the arbitrators may be enforced by any court of
competent jurisdiction and may be executed against the person and
assets of the losing Party in any jurisdiction.
VIII. Counterparts
This Agreement shall be signed in five originals in English and Russian.
The Parties hereby agree that in case of any difference between the English and
Russian texts, the English text will prevail.
IX. Term
This Agreement shall become effective on the date of its execution by the
Parties and shall remain in force until the Parties fulfil their respective
obligations.
X. Notices; Addresses of the Parties
All claims, consents, designations, notices, waivers, and other
communications in connection with this Agreement will be in writing. Such
claims, consents, designations, notices, waivers, and other communications will
be considered received (i) on the day of actual transmittal when transmitted by
facsimile with written confirmation of such transmittal or (ii) on the third
business day after delivery to a courier if transmitted by an internationally
recognized overnight courier; in each case when transmitted or sent to a party
at its address or location set forth below (or to such other address to which
such party has notified the parties in accordance with this Article X to send
such claims, consents, designations, notices, waivers, and other
communications):
Buyer:
Open Joint Stock Company "KB Xxxxxx"
00, xxxx. 00 xx. 0 Xxxxx, office 319,
Xxxxxx 000000, Russian Federation
Tel./fax: (0-000) 000-0000
Attn.: X.X. Xxxxx,
General Director
Seller:
Telenor East Invest AS
Keysers Xxxx 00,
X-0000 Xxxx, Xxxxxx
Fax: (0-000) 000-0000
Attn: Xxxxxx Xxxxxxxxx,
Attorney-in-Fact
Issuer:
Open Joint Stock Company
"Vimpel-Communications"
10, xxxx. 00 xx. 0 Xxxxx
Xxxxxx 000000, Xxxxxxx Federation
Tel./fax: (0-000) 000-0000
Attn.: Xx Xxxxxx,
President and Chief Operating Officer
XI. Termination; Call Option
In the event Buyer does not pay the Purchase Price in accordance with the
terms hereof prior to December 31, 2000, this Agreement shall automatically
terminate, and the Issuer and the Seller agree that the Call Option (as defined
in Section 2.07 of the Primary Agreement) shall remain in full force and effect.
The Issuer and the Seller agree that upon the re-registration of the Shares in
the Issuer's shareholder register in the Buyer's name, (i) Section 2.07 of the
Primary Agreement and Section 3 of the Notice of Mandatory Exercise of Option
Requirement and Waiver among the Issuer, the Seller and certain other parties
dated as of July 25, 2000 shall terminate, and (ii) the Call Option (as defined
in Section 2.07 of the Primary Agreement) shall cease to exist.
[Signature pages follow]
In witness whereof, this Agreement was duly executed and delivered to each
Party hereto on December 20, 2000.
TELENOR EAST INVEST AS
Signature: /s/ Xxxxxx Xxxxxxxxxxxxxx Nazartchouk
-------------------------------------
Xxxxxx Xxxxxxxxxxxxxx Nazartchouk
Attorney-in-Fact
OPEN JOINT STOCK COMPANY "KB IMPULS"
Signature: /s/ X.X. Xxxxx
--------------
X.X. Xxxxx
General Director
Signature: /s/ A. Y. Vlasov
----------------
A. Y. Vlasov
Chief Accountant
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
Signature: /s/ Jo Xxxx Xxxxxx
------------------
Jo Xxxx Xxxxxx
President and Chief Operating Officer
Signature: /s/ V.M. Bychenkov
------------------
V.M. Bychenkov
Chief Accountant
