EXHIBIT A
Conformed Copy
NOTICE OF MANDATORY EXERCISE
OF OPTION REQUIREMENT AND WAIVER
This Notice of Mandatory Exercise of Option Requirement and Waiver is given and
entered into in connection with (i) the Primary Agreement (Financing Vehicles),
dated as of June 23, 2000, between Telenor East Invest AS, as the Purchaser,
VimpelCom Finance B.V. ("VimpelCom Finance") and its designees from time to time
party thereto, as the Sellers (the "Primary Agreement II"), and (ii) the Letter
Agreement (as defined in the Primary Agreement II).
1. Capitalized terms used and not defined in this Notice of Mandatory Exercise
of Option Requirement and Waiver have the meanings specified in the Primary
Agreement II.
2. With reference to Sections 2.03(a) and 2.04(b)(i) of the Primary Agreement
II:
(a) each of VimpelCom Finance, VC Limited, a company organized and
existing under the laws of the British Virgin Islands and designee of
VimpelCom Finance as a Seller under the Primary Agreement II ("VC
Limited"), and VimpelCom B.V., a company organized and existing under
the laws of The Netherlands and designee of VimpelCom Finance as a
Seller under the Primary Agreement II ("VimpelCom BV"), hereby
notifies the Purchaser of the filing of a Registration Statement on
Form F-3 (the "Registration Statement") by VimpelCom, VC Limited and
VimpelCom BV with the United States Securities and Exchange Commission
(the "SEC") on June 28, 2000 (Commission File No. 333-12210), together
with (i) Amendments No. 1, No. 2, No. 3 and No. 4 to the Registration
Statement filed with the SEC on July 10, 2000, July 14, 2000, July 18,
2000, and July 24, 2000, respectively, and (ii) correspondence with
the SEC, dated July 14, 2000 and July 24, 2000, relating to the
Disposition of New ADSs (collectively, the "SEC Filings");
(b) the SEC Filings have been previously provided to the Purchaser;
(c) the Sellers represent and warrant to the Purchaser that the SEC
Filings contain, as of the date thereof, all material information with
respect to the New ADSs;
(d) VC Limited hereby requires the Mandatory Exercise of the Share Option
with respect to 2,363,931.42 New ADSs (the "Initial ADSs") by the
Purchaser in accordance with the Primary Agreement II at the Public
Offering Price of US $215/8 per ADS, for the aggregate price of US
$51,120,017.00;
(e) attached hereto as Annex I is a letter from VimpelCom stating that
VimpelCom expects, in good faith, to repay the Loans immediately prior
to the Public Offering;
(f) attached hereto as Annex II is the Bank Letter; and
(g) attached hereto as Annex III are two (2) copies of the documents
specified in Schedule 2.08(f) of the Primary Agreement II, except the
following which will take place after the Closing: (i) the disclosure
of information on the completion of the placement of shares pursuant
to the provisions of Russian securities laws and regulations; (ii) the
registration of the report on the results of the issuance with the
Federal Commission on Securities Markets; (iii) the registration of
charter amendments with respect to increasing the charter capital with
each of the Moscow and State registration xxxxxxxx; (iv) notice of
acquisition of shares by a foreign entity in accordance with Russian
law; and (v) a filing with the Dutch Central Bank.
3. The Purchaser and VimpelCom agree to waive certain provisions of Section
2.07(a) of the Primary Agreement, dated as of December 1, 1998, between the
Purchaser and VimpelCom (the "Primary Agreement I"). For the avoidance of
doubt, after the purchase by the Purchaser of the Initial ADSs and the
Additional ADSs (as defined in Section 4 hereof), if any, the total number
of Purchaser's Shares (as defined in the Primary Agreement I) with respect
to which VimpelCom (or any Affiliate thereof designated by VimpelCom) will
have the right to exercise the Call Option (as defined in the Primary
Agreement I) is 250,000 Purchaser's Shares. Except for the requirement that
the Purchaser must ensure that 250,000 Purchaser's Shares are available for
purposes of the Call Option at the Exercise Price (as defined in the
Primary Agreement I), this Section 3 does not, and is not intended to,
alter, modify or amend (i) the right of the Purchaser to maintain ownership
of 25% plus one share of the then issued and outstanding shares of voting
stock of VimpelCom in accordance with the terms and conditions of Section
2.07 of the Primary Agreement I or (ii) the limitation that the Purchaser
may not acquire more than 25.72% of the then issued and outstanding shares
of voting stock of VimpelCom in accordance with the terms and conditions of
Section 2.03(e) of the Primary Agreement II and the Letter Agreement.
4. In addition to the requirements set forth in Section 2(d), VC Limited
hereby offers to the Purchaser (in connection with, but not pursuant to,
the Public Offering contemplated by the SEC Filings) the option to
purchase, at the Public Offering Price of US $215/8 per ADS, 36,600.58 New
ADSs (the "Additional ADSs"), for the aggregate price of US $791,487.50.
Unless otherwise set forth herein or in the Purchase Agreement to be
entered into with respect to the Initial ADSs and Additional ADSs, the
terms of the Primary Agreement II shall apply to the purchase of the
Additional ADSs, mutatis mutandis, as if the Additional ADSs were included
in the definition of the "Option Shares".
5. The parties hereto agree that the Closing will take place as specified in
Section 2.06(a)(ii)(C), except that, with respect to the proceeds of the
Loans and Accrued Interest and Fees, the Purchaser will instruct Citibank
T/O in accordance with the Intraday Overdraft Facility Agreement No. 1,
dated July 20, 2000, between Citibank T/O and VimpelCom and, solely with
respect to Section 2.06(a)(ii)(C), the wire instruction will be with
respect to that part of the Purchase Price relating to the Additional ADSs.
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6. The Purchaser agrees to waive the prior ten (10) Business Day delivery
requirement applicable to this Notice of Mandatory Exercise of Option
Requirement and Waiver as set forth in Section 2.04(b)(i)(x) of the Primary
Agreement II.
7. With reference to Section 5.02(e) of the Primary Agreement II, VC Limited
and VimpelCom have entered into that certain Primary Agreement, dated July
20, 2000, with the European Bank for Reconstruction and Development in
furtherance of the transactions contemplated by the Primary Agreement II,
and the Purchaser hereby acknowledges its prior knowledge of and consent to
the foregoing and waives any violation of Section 5.02(e) of the Primary
Agreement II that may have resulted from the foregoing.
8. With reference to the Working Capital Bridge Facility, dated as of June 23,
2000, between VimpelCom, as the borrower, and the Purchaser, as the lender
(the "Loan Agreement"):
(a) with respect to Section 2.01(b) of the Loan Agreement, (i) in addition
to the Subsidiaries listed on Schedule 2.01(b), as of the date of the
Loan Agreement, VimpelCom Finance (the Seller and original signatory
to the Primary Agreement II) was, and, as of the date hereof, is, a
Subsidiary of VimpelCom, (ii) VimpelCom Finance formed two (2)
Subsidiaries that were not in existence on the date of the Loan
Agreement and that are Subsidiaries of VimpelCom as of the date
hereof, VimpelCom B.V. and VC Limited (parties by endorsement to the
Primary Agreement II), and (iii) VimpelCom Finance formed one (1)
Subsidiary that was not in existence on the date of the Loan
Agreement, was a Subsidiary of VimpelCom subsequent to the date of the
Loan Agreement and ceased to be a Subsidiary of VimpelCom prior to the
date hereof, VimpelCom (BVI) Ltd. (VimpelCom B.V., VC Limited and
VimpelCom (BVI) Ltd. are collectively referred to as the "New
Subsidiaries");
(b) with respect to Section 6.04 of the Loan Agreement, VimpelCom, as
generally described in the notice of the annual meeting of
shareholders given on May 23, 2000, capitalized and, therefore, made
investments in the New Subsidiaries in furtherance of the transactions
contemplated by the Primary Agreement II;
(c) with respect to Section 6.05 of the Loan Agreement, VimpelCom, as
described in the notice of the annual meeting of shareholders given on
May 23, 2000, on June 30, 2000, obtained approval to amend its
Charter, as described in Attachment V thereto, in furtherance of the
transactions contemplated by the Primary Agreement II; and
(d) the Purchaser hereby acknowledges its prior knowledge of and consent
to each of the foregoing matters set forth in this Section 8 and
waives any violation of the covenants of VimpelCom under the Loan
Agreement that may have resulted from the actions specified in this
Section 8.
9. With reference to Section 4.11 of the Primary Agreement II, the Sellers
hereby acknowledge the Purchaser's prior knowledge of the matters described
in Sections 7 and 8 above, and the
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Sellers waive any violation of the covenants of the Purchaser under the
Primary Agreement II that may have resulted from such knowledge.
10. This Notice of Mandatory Exercise of Option Requirement and Waiver will
automatically expire if the Public Offering contemplated by the SEC Filings
does not take place within five (5) Business Days after the date hereof,
and (i) the obligations of the Sellers under the Primary Agreement II shall
be reinstated as if this Notice of Mandatory Exercise of Option Requirement
and Waiver had never been executed and delivered, and (ii) nothing herein
shall be deemed to have modified the Primary Agreement I, the Primary
Agreement II or the Letter Agreement.
11 In the event the Public Offering takes place, the Call Option shall be
limited as described in Section 3 hereof after the closing of the
transactions contemplated by the Primary Agreement II.
Remainder of Page Intentionally Blank
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Given and agreed this 25th day of July 2000.
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By /s/ Xxxxxx Xxxxxxxxxx Xxxxx
---------------------------
Xxxxxx Xxxxxxxxxx Xxxxx
President and Chief Executive Officer
By /s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
Chief Accountant
VC LIMITED
By /s/ Xxxxxx Xxxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxxx
Authorized Signatory
VIMPELCOM B.V.
By /s/ Xxxxxxx Xxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxx
Authorized Signatory
VIMPELCOM FINANCE B.V.
By /s/ Xxxxxx Xxxxxxxxxx Xxxxx
---------------------------
Xxxxxx Xxxxxxxxxx Xxxxx
Managing Director
By /s/ Xxxxxx Xxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxx
Managing Director
By /s/ Xxxxxx-Xxxxx Xxxxxxx
---------------------------
Xxxxxx-Xxxxx Xxxxxxx
Managing Director
Acknowledged and agreed this 25th day of July 2000.
TELENOR EAST INVEST AS
By /s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx
Attorney-in-Fact
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