Exhibit 99.2
Conformed Copy
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 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
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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.
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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/ Xxxxx Xxxxxxx
.....................................
Name: Xxxxx Xxxxxxx
Title: Attorney-in-Fact
PURCHASER
Telenor East Invest AS
By: /s/ Xxxxxxx Ekhougen
..............................
Name: Xxxxxxx Ekhougen
Title: Attorney-in-Fact
[RUSSIAN TRANSLATION INTENTIONALLY OMITTED]
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