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EXHIBIT P
Telenor East Invest AS
Xxxxxxxxxxxxxxxxx 0
X-0000 Xxxx
Xxxxxx
May 30, 2001
Open Joint Stock Company
"Vimpel-Communications"
10-12, Xxxxxx 0-Xxxxx
000000, Xxxxxx
Russian Federation
Re: Undertakings with respect to Certain Corporate Governance Matters
Ladies and Gentlemen:
Open Joint Stock Company "Vimpel-Communications" (the "Company"), Eco
Telecom Limited and Telenor East Invest AS ("Telenor") are today entering into
the Primary Agreement dated as of the date hereof (the "Primary Agreement") and
certain other Principal Agreements. Unless otherwise defined herein, terms
defined in the Primary Agreement are used herein as therein defined. In
consideration of the undertakings of the Company therein and in such other
Principal agreements, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Telenor hereby agrees as
follows:
(a) Subject to compliance with applicable Law, to vote (and to cause its
respective Controlled Affiliates to vote) any Shares (as defined in the
Registration Rights Agreement) owned by it and/or them in favor of the
following agenda items at the Company's next extraordinary general
meeting of its shareholders:
(i) an increase in the charter capital of the Company through the
issuance of 5,150,000 additional shares of Common Stock
through a closed subscription to Eco Telecom;
(ii) approval of a series of major transaction in connection with
the purchase by VimpelCom of newly-issued shares of common
stock of Closed Joint Stock Company "VimpelCom-Region"; and
(iii) approval of certain amendments to the Company's charter, as
specified in Schedule 5.04 to the Primary agreement.
(b) Subject to compliance with applicable Law, to cause directors nominated
by Telenor (or who represent Telenor's shareholding in the Company) to
vote in favor of the declaration and/or full payment of any and all
dividends payable on or in respect of the company's shares of Preferred
Stock (whether in the form of a Board recommendation to shareholders of
the company for payment of annual dividends, Board approval of payment
of interim dividends or otherwise); and
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(c) During the period commencing on the date of the Closing and ending on
the fourth anniversary thereof, to vote or cause to be voted any and
all Shares held by the undersigned or any Controlled Affiliate of the
undersigned in favor of any issuance of New Securities (as defined in
the Registration Rights Agreement) proposed by the Company, provided
that:
(i) any decision of the Board or the shareholders of the Company
to issue New Securities shall permit the undersigned to
purchase such New Securities in an amount sufficient to
maintain its percentage ownership interest in the voting
capital stock of the Company (calculated prior to giving
effect to such issuance) and on the same terms and conditions
as other purchasers of such New Securities; and
(ii) the undersigned shall not be obligated to vote its Shares in
favor of any issuance of New Securities if, immediately prior
to the proposed issuance of such New Securities, the
undersigned owned the Specified Percentage and, after giving
effect to such issuance and the purchase by the undersigned of
such New Securities in an amount sufficient to maintain its
ownership of the Specified Percentage, the undersigned would
be required to purchase and pay for, on a cumulative basis,
over such four (4) year period, New Securities in an aggregate
amount in excess of US$25,000,000; provided, however, that
notwithstanding the foregoing aggregate limitation, the
undersigned shall, in any event, be required to vote all of
its Shares in favor of any proposed issuance of New Securities
if the Company intends to use the proceeds of such issuance to
purchase new shares of voting capital stock of VIP-R in
connection with a share issuance by VIP-R to acquire an
Opportunity (as defined in the Registration Rights Agreement),
as contemplated by Section 5.02(c) of the Registration Rights
Agreement, if such Opportunity was offered to VIP-R by the
undersigned pursuant to Section 5.02(c) of the Registration
Rights Agreement or Section 6.02(c) of the VIP-R Shareholders
Agreement.
This undertaking shall be effective on the date hereof and shall
continue in full force and effect until the earlier of (a) the termination of
the Primary Agreement in accordance with Article XII thereof and (b) the date on
which Telenor, its Controlling Person and Controlled Affiliates of such
Controlling Person own, in the aggregate, Shares representing less than five
percent (5%) of the issued and outstanding shares of Common Stock. Telenor
agrees that it will not take action, and, to the extent permitted by applicable
law, will cause its Board nominees not to take any action, to prevent
enforcement by the Company of the undertakings set forth herein.
The provisions of Article XIII of the Primary Agreement are incorporated by
reference herein, as if set forth in full herein, with references therein to
"this Agreement" and the words "hereof", "herein", "hereto" and the like being
deemed to refer to this letter, and references therein to any "Party" or the
"Parties" being deemed to refer to the undersigned and the Company, as the case
may be.
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TELENOR EAST INVEST AS
By /s/ Tron Xxxxx
Tron Xxxxx
Attorney-in-Fact
Acknowledged:
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President
By /s/ Xxxxxxxx X. Bychenkov
Xxxxxxxx X. Bychenkov
Chief Accountant
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