SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and entered into as
of September 5, 2002 by and among Golden Telecom, Inc., a Delaware
corporation (the "Company"), Alfa Telecom Limited, a company incorporated
in the British Virgin Islands ("Alfa"), OAO Rostelecom, a company organized
in the Russian Federation ("RTK"), Capital International Global Emerging
Markets Private Equity Fund, L.P., a Delaware limited partnership ("CIG"),
Cavendish Nominees Limited, a limited liability company organized and
registered under the laws of Guernsey ("Cavendish"), and First NIS Regional
Fund SICAV, a private institutional fund organized and registered under the
laws of Luxembourg (together with Cavendish, "Barings") (each of Alfa, RTK,
CIG and Barings, an "Investor" or collectively the "Investors").
RECITALS
(A) Alfa currently holds 10,731,707 shares of the Company's Common Stock
(as defined herein), CIG currently holds 2,166,405 shares of the Company's
Common Stock; and Barings currently holds 2,568,376 shares of the Company's
Common Stock.
(B) RTK is acquiring from the Company, pursuant to the Ownership Interest
Purchase Agreement between SFMT-CIS, Inc., OOO Teleross and RTK dated as of
March 13, 2002, 4,024,067 shares of the Company's Common Stock,
constituting approximately 15% of the issued and outstanding Common Stock
of the Company.
(C) The Investors desire to set forth the terms and conditions of certain
agreements between them regarding certain rights and restrictions with
respect to the Shares (as defined herein) and other matters described
herein, and the Company has agreed to become a party to this Agreement to
facilitate such agreements.
(D) In consideration of the premises and the mutual agreements contained
herein, the parties hereby agree as follows:
AGREEMENT
1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the
following meanings:
"Affiliate" has the meaning ascribed to such term in the Delaware General
Corporations Law, provided always that in the case of CIG, an Affiliate of
CIG shall include only those Affiliates in which Capital International,
Inc. holds directly or indirectly through one or more intermediaries, more
than a majority of the outstanding economic ownership interests of that
Person;
"Board" means the board of directors of the Company;
"Common Stock" means shares of the Company's common stock, par value $0.01
per share, as the same may be constituted from time to time;
"Director" means a member of the Board;
"Original Shares" means the shares of Common Stock purchased by the
Investors pursuant to the Share Purchase Agreement, dated April 2, 2001
(the "Purchase Agreement"), and entered into between Global Telesystems,
Inc. ("GTS") and each of CIG, Alfa and Barings;
"Permitted Transferee" of an Investor shall mean any other Person
controlled by, under common control with or in control of such Investor,
and in the case of Cavendish shall also include each of the following:
Baring Vostok Private Equity Fund, L.P.1, Baring Vostok Private Equity
Fund, L.P.2, Baring Vostok Private Equity Fund L.P.3, the NIS Restructuring
Facility and First NIS Regional Fund SICAV;
"Person" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political
subdivision thereof;
"Pro Rata Portion" with respect to an Investor means a fraction, the
numerator of which is the total number of Shares owned by such Investor and
the denominator of which is the total number of outstanding shares of
Common Stock held by the Investors;
"Shares" means shares of Common Stock of the Company, any securities issued
or issuable with respect to such shares of Common Stock by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, as well as
any other shares of capital stock of the Company;
"Transfer" means any transfer, in whole or in part, by sale, pledge,
assignment, grant or other means, including, without limitation, by the
grant of an option, of Shares, but shall not include any issuance of Shares
or granting of options pursuant to the 1999 Equity Plan of the Company, as
amended on June 26, 2001, and as amended from time to time (the "Equity
Plan") or any other shareholder approved equity participation plan; and
"Third Party" shall mean any Person other than a Permitted Transferee.
2. TAG-ALONG RIGHTS
2.1 Alfa shall not, in any one transaction or series of related
transactions, Transfer Shares to any Third Party, who will own, directly or
through Affiliates, no less than one-third of the Shares (such number to be
appropriately adjusted for Share repurchases, stock splits, stock
dividends, reorganizations, recapitalizations and other similar
transactions) immediately after such purchase (a "Third Party Offer"),
unless the terms and conditions of the Third Party Offer include an offer,
at the same price and on the same terms as the Transfer by Alfa, to
include, at the option of CIG, RTK and/or Barings, in the sale or other
disposition to the Third Party, a number of Shares owned by CIG, RTK and/or
Barings determined in accordance with Section 2.3. For the purposes of this
Section, a series of transactions in which Alfa sells any Shares to two or
more Persons (whether related or unrelated) and such Persons subsequently
re-sell such Shares to the same Third Party or two or more affiliated Third
Parties shall be deemed as a series of "related" transactions.
2.2 Alfa shall cause the Third Party Offer to be reduced to writing (which
writing shall include an offer to purchase or otherwise acquire Shares from
CIG, RTK and Barings as provided in this Section 2) and shall send written
notice of the Third Party Offer together with a copy of the Third Party
Offer (the "Inclusion Notice") to CIG, RTK and Barings in the manner set
forth in Section 9.4 hereof. At any time within 20 calendar days after
delivery of the Inclusion Notice, CIG, RTK and Barings may accept the offer
included in the Inclusion Notice by furnishing written notice of acceptance
to Alfa.
2.3 Each of CIG, RTK and Barings shall have the right (an "Inclusion
Right") to sell pursuant to the Third Party Offer that number of its
Shares, not to exceed the number of its Shares, equal to the product of (x)
its Pro Rata Portion and (y) the total number of Shares covered by the
Third Party Offer.
2.4 Subject to the provisions of Section 2.5, the terms and consideration
payable per Share to be transferred by CIG, RTK and Barings in such sale or
other disposition shall be the same in all respects as the consideration
payable to Alfa per Share so transferred by Alfa.
2.5 This Section 2 does not apply if Alfa transfers Shares to an
internationally recognized financial institution, a telecommunications
company with market capitalization in excess of $1 billion or an
international investment fund with a majority of capital provided by
reputable institutional or governmental shareholders. Further, this Section
2 does not apply to sales by Alfa in an underwritten public offering of
Shares registered pursuant to the GTS Registration Rights Agreement, as
defined in Section 5 hereof, and the rights of such parties in connection
with such offering shall be governed by the terms of the GTS Registration
Rights Agreement.
3. NOMINATION AND REMOVAL OF DIRECTORS
3.1 The Company and each Investor agree that so long as the voting
agreement set forth in this Section 3 remains in effect, each of them shall
take all action necessary from time to time (including, without limitation,
the voting of shares, execution of written consents, the calling of special
meetings, the removal of directors, the filling of vacancies on the Board
which currently consists of nine (9) members, the waiving of notice and
attendance at meetings, the amendment of the Company's by-laws and the
like) necessary to maintain a sufficient number of financially literate
independent directors on its Board of Directors to satisfy the audit
committee requirement and other requirements for Board composition set
forth in the National Association of Securities Dealers Marketplace Rules
(the "Marketplace Rules"), as amended from time to time and in other
applicable legislation, rules and regulations. In furtherance thereof, and
in order to insure appropriate Board representation for significant
shareholders, the Company and each Investor agree to maintain the
membership on the Board as follows:
(i) three directors shall be designated by Alfa (the "Alfa
Directors");
(ii) one director shall be designated by CIG (the "CIG
Director");
(iii) one director shall be designated by Barings (the "Barings
Director");
(iv) two directors shall be designated by RTK (the "RTK
Directors"), and one of these directors shall be independent and
financially literate;
(v) two directors shall be designated by the Directors sitting
on the Board on the date of the Board meeting whereat the Board
adopts the resolutions concerning the annual meeting of
stockholders, including the resolution wherein the Board
nominates individuals to stand for election as Directors for the
year following the Annual Meeting of Stockholders, (the "Jointly
Designated Directors") and, if required by the Marketplace Rules
in order to maintain a majority of the independent directors on
the Board, these two directors shall be independent and
financially literate.
3.2 For the purposes of this Section 3 "independent director" shall be
defined in accordance with the Marketplace Rules, as amended from time to
time.
3.3 If any Investor gives notice at any time to the Company and the other
Investors that any individual then serving as a director of the Company
designated by such Investor is no longer such Investor's designee then such
Investor, the Company and the other Investors shall take all such actions
as are necessary to remove the director so designated.
3.4 If any independent and financially literate director at any time during
his/her term ceases to meet the criteria for independent directors as set
forth in the Marketplace Rules, the Company and the other Investors shall
take all such actions as are necessary to remove such director.
3.5 If a Director designated by an Investor (the "Affected Investor") dies,
resigns, or is removed as a director of the Company pursuant to Section 3.2
or 3.3 or 3.4 then the Affected Investor, the Company and the other
Investors shall take such action as is necessary to elect as a director an
individual designated by the Affected Investor, provided that if any
independent and financially literate director is removed, such independent
and financially literate director shall be replaced by another independent
and financially literate director.
3.6 From and after such time as Alfa shall own shares of Common Stock
aggregating fewer than 15% of all of the issued and outstanding shares of
Common Stock, the number of Alfa Directors shall be reduced to two and Alfa
shall cause one of the Alfa Directors to resign if there are three such
directors serving on the Board at such time.
3.7 From and after such time as RTK shall own shares of Common Stock
aggregating fewer than 10% of all of the issued and outstanding shares of
Common Stock, the number of RTK Directors shall be reduced to one and RTK
shall cause one of the RTK Directors to resign if there are two such
directors serving on the Board at such time.
3.8 From and after such time as any Investor shall own shares of Common
Stock aggregating fewer than 3% of all of the issued and outstanding shares
of Common Stock, the Board representation rights of that Investor as
outlined in this section 3 shall terminate and such Investor shall possess
no further rights to continued Board representation under this Agreement.
Within 3 business days after any Investor shall own shares of Common Stock
aggregating fewer than 3% of all of the issued and outstanding shares of
Common Stock, that Investor shall cause the Investor's designee to resign
from his/her position as director.
4. VOTING PROCEDURES
4.1 Subject to the provisions of applicable law, and applicable securities
exchange listing requirements, any two Directors (the "Initiating
Directors") shall have the right to subject any proposed resolution of the
Board ("Proposed Resolution") which, if adopted by the Board, will,
authorize, direct or instruct management of the Company to negotiate, enter
into or consummate a Special Transaction (as defined below), to the
reconciliation procedure set forth in this Section 4 (the "Reconciliation
Procedure").
4.2 In the event that the agenda for any meeting of the Board contains any
item for review by the Board the subject matter of which may lead the
directors to adopt a Proposed Resolution, then the Company shall identify
such agenda item as a Special Transaction in the materials accompanying the
agenda. In order to initiate the Reconciliation Procedure, the Initiating
Directors must notify the Company and each of the other Directors (the
"Initiation Notification") within 5 business days of delivery of the agenda
and materials outlining the subject matter of the Special Transaction to
the Board that the Initiating Directors are exercising their right to
initiate the Reconciliation Procedure.
4.3 Upon receipt by the Company and each of the Directors other than the
Initiating Directors of the Initiation Notification, the Board shall
refrain from adopting any Proposed Resolution which is the subject of the
Reconciliation Procedure until the date that is at least 45 calendar days
after the delivery by the Company of the agenda containing the Special
Transaction (the "Reconciliation Termination Date) unless otherwise agreed
to be a lesser period in writing by each Initiating Director.
4.4. At any time after the delivery of the Initiation Notification and
prior to the expiration of the Reconciliation Termination Date, the
Initiating Directors may demand that the Company convene a special meeting
of the Board (the "Special Meeting") for further consideration of the
Special Transaction by delivering written notification to the Company
requesting that the Company convene such Special Meeting (the "Special
Meeting Notification"). The Initiating Directors may request in the Special
Meeting Notification that the Company retain a Special Consultant (as
defined in Section 4.9 hereof) to review the Special Transaction in
accordance with Section 4.9.
4.5. Upon receipt by the Company of the Special Meeting Notification, the
Company shall undertake to convene the Special Meeting as soon as
practically possible and in any event prior to the Reconciliation
Termination Date, and if requested by the Initiating Directors, to retain a
Special Consultant (as defined below) to review the Special Transaction.
4.6. At any time after the expiration of the Reconciliation Termination
Date or at the Special Meeting, any Director may move for the adoption of
the Proposed Resolution that is the subject matter of the Reconciliation
Procedure after the Proposed Resolution has been placed on the agenda of a
meeting of the Board. Such Proposed Resolution must be approved and adopted
by a majority of the Directors voting in favor of the Proposed Resolution.
4.7 With respect to any single Special Transaction, each Director may
initiate the Reconciliation Procedure only one time.
4.8 For the purposes of this Section 4, "Special Transaction" shall mean
any transaction or series of related transactions involving, directly or
indirectly, a value exceeding 5% of the total consolidated assets of the
Company and its subsidiaries.
4.9 Upon demand from the Initiating Directors, a special consultant (the
"Special Consultant") shall be selected and engaged by the Company to
review any Special Transaction. Any such Special Consultant shall be
independent from and in no way affiliated with any Investor. The Company
shall determine the scope of work to be performed by the Special Consultant
and the compensation to be paid for the services of the Special Consultant.
The Investors hereby agree that the Company shall be responsible for any
fees charged by the Special Consultant, provided that prior to being placed
on the agenda of the Board, the Special Transaction:
(a) was not reviewed by an independent professional consultant; or
(b) was reviewed by an independent professional consultant not
previously approved by the Board.
4.10. The Investors further agree that in all other instances 50% of the
costs related to the review of the Special Transaction by the Special
Consultant shall be reimbursed by the Investor(s) which designated the
Initiating Directors initiating the Reconciliation Procedure and the review
of the Special Transaction Proposal by such Special Consultant.
4.11 Notwithstanding the foregoing, the procedures set forth in Section 4
shall be applicable only to extent that the Board shall have concluded in
good faith that such action is consistent with the discharge of its
fiduciary duties to the stockholders of the Company.
5. ASSIGNMENT OF GTS REGISTRATION RIGHTS AGREEMENT CONFIRMED
5.1 The Company hereby confirms that Alfa shall have with respect to all of
Alfa's Original Shares, such rights, title and interest as provided under
the GTS Registration Rights Agreement, dated as of October 5, 1999 (the
"GTS Registration Rights Agreement") by and between GTS and the Company.
The Company acknowledges in all respects the assignment (the "Assignment")
to Alfa by GTS of its rights under the GTS Registration Rights Agreement
effected on May 11, 2001 and confirms the availability of three Demand
Registration rights thereunder (as such term is defined therein).
5.2 Alfa shall not be liable to the Company or any of its successors,
assigns, affiliates, directors, officers, stockholders, agents or
representatives for any losses, liabilities (contingent or otherwise),
damages, and expenses of any nature or kind in connection with the GTS
Registration Rights Agreement that have or may have occurred prior to the
date of the Assignment.
5.3 Subject to Section 5.2 above, to the extent of its interests therein
Alfa agrees to be bound by the terms of the GTS Registration Rights
Agreement as if signatory thereto.
6. NO CONFIDENTIAL AGREEMENTS
Each Investor agrees that it has not, as of the date hereof, and will not
from and after the date hereof enter into any agreements, arrangements or
understandings (excluding for purposes of this Agreement those agreements,
arrangements or understanding in existence as of the date hereof and known
by all of the Investors) with (i) any one or more of the other Investors
with respect to matters relating to the Company, its management or any
Shares or (ii) with the Company, its affiliates or management without the
prior written consent of the other Investors.
7. TERMINATION
This Agreement shall terminate on the later of (x) the third anniversary of
the date of the Closing (as defined in the Purchase Agreement) and (y) the
date of the annual meeting of shareholders of the Company held in calendar
year 2004. If earlier, this Agreement will terminate as to any Investor
when it ceases to hold at least 1.5% of the outstanding Common Stock of the
Company; provided, however, that Section 2 of this Agreement shall
terminate earlier as to Barings or CIG, as the case may be, when it ceases
to hold at least 2.5% of the outstanding Common Stock of the Company.
8. AFFILIATE STATUS
At the date of this Agreement, Alfa represents and warrants that it is an
affiliate of (being under common control with) OAO Alfa Bank, a Russian
open joint stock company.
9. MISCELLANEOUS
9.1 Remedies. Each party shall be entitled to exercise all rights provided
herein or granted by law, including recovery of damages, and each party
hereto will be entitled to specific performance of their rights under this
Agreement. Each of the Investors and the Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason
of a breach by it of the provisions of this Agreement and hereby agrees to
waive the defense in any action for specific performance that a remedy at
law would be adequate.
9.2 No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Investors in this
Agreement or otherwise conflicts with the provisions hereof.
9.3 Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of each Investor.
9.4 Notice. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when
mailed in a registered or certified postpaid envelope, or sent by Federal
Express or other similar overnight courier service, addressed to the
address of the parties stated below or to such changed address as such
party may have fixed by notice or, if given by telecopier, when such
telecopy is transmitted and the appropriate answerback is received.
(i) If to Alfa:
Alfa Telecom Limited
X.X. Xxx 0000
Xxxxxx Xxxxx
0xx Xxxxx
000 Xxxxxxxxxx Xxxxx
Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
Facsimile No.: x000 00 000
Attention: Xxxxx Xxxxxxxx
with a copy to:
Squire, Xxxxxxx & Xxxxxxx
2/3 Paveletskaya Square
115054 Moscow
Russian Federation
Facsimile No.: x0 (000) 000-0000
Attention: Xxxxx Xxxx
(ii) If to CIG:
c/o Capital International Global Emerging Markets
Private Equity Fund, L.P.
000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx
Xxxx, XX
00000-0000
Facsimile No.: x0 (000) 000-0000
Attention: Xxx Xxxxx
with a copy to:
Capital International Limited
00 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 (00) 0000-0000
Attention: Xxx Xxxxxx
and to:
Capital Research International Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxxx Xxxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx
XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxx Xxxxxxxxx
(iii) If to Cavendish Nominees Limited:
c/o International Private Equity Services
00-00 Xxxxxxxx Xxxx
XX Xxx 000
Xx. Xxxxx Xxxx
XX0 0XX, Guernsey
Facsimile No.: x00 (0) 0000 000 000
Attention: Xxx. Xxxxxx Xxxxxx
with a copy to:
Baring Vostok Capital Partners
10 Uspenski Xxxxxxxx
000000 Xxxxxx, Xxxxxx
Facsimile No.: x0 (000) 000 0000
Attention: Xxxxxxx Xxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx
XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxx Xxxxxxxxx
(iv) If to First NIS Regional Fund SICAV:
x/x Xxxx xx Xxxxxxx Xxxxxxxxxx
00 Xxx Xxxxxx
X-0000, Xxxxxxxxxx
Facsimile No.: x00 0 00 00 00 000
Attention: Xxxxxxxxx Tourney
with a copy to:
Baring Vostok Capital Partners
10 Uspenski Xxxxxxxx
000000 Xxxxxx, Xxxxxx
Facsimile No.: x0 (000) 000 0000
Attention: Xxxxxxx Xxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx
XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxx Xxxxxxxxx
(v) If to the Company:
Golden Telecom, Inc.
0000 XxxXxxxxx Xxxx., X.X.
Xxxxx 000
Xxxxxxxxxx XX 00000
Facsimile No.: x0 (000) 000-0000
Attention: General Counsel
and to
Representation Office of Golden TeleServices, Inc.
00 Xxxxxxxx Xx. 0xx Xxxxx
Xxxxxx 000000 Xxxxxx
Facsimile No.: x0 (000) 000-0000
Attention: General Counsel
(vi) If to RTK:
OAO Rostelecom
Moscow, xx. 0xx Xxxxxxxxx-Xxxxxxxx, 00
XxxxxxxXxxxxxxxxx,
000000
Xxxxxxxxx No.: x0 (000) 000-0000
Attention: Xxxxxxxxxx Xxxxxx Ivanovich
and
c/o Clifford Chance Punder CIS Ltd.
Xx. Xxxxxxxx-Xxxxxxxxxxxx, 00/00
000000 Xxxxxx Russian Federation
9.6 Assignment. Except upon transfers of Shares subject hereto to Permitted
Transferees which agree to accept such Shares subject to the terms hereof
and to be bound hereby, no party shall assign or transfer any of its rights
under this Agreement without the prior written consent of the other
parties.
9.7 Governing Law. This Agreement shall be governed by the laws of the
State of New York. The jurisdiction and venue in any action brought by any
party hereto pursuant to this Agreement shall lie exclusively in any
federal or state court located in the City of New York, New York. The
parties irrevocably agree that venue would be proper in any such court, and
hereby waive any objection that any such court is an improper or
inconvenient forum for the resolution of such action. The parties agree
that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdiction by suit on the judgment or in any
other manner provided by applicable law.
9.8 Entire Agreement. This Agreement, together with any other agreements
between the parties, constitutes the entire understanding between the
parties and supersedes all proposals, commitments, writings, negotiations
and understandings, oral and written, and all other communications between
the parties relating to the subject matter of this Agreement and all prior
agreements, including the Shareholders' Agreement made between the Company,
GTS, Alfa, CIG, Cavendish and Barings dated 11 May 2001, which Agreement
shall upon execution and delivery of this Agreement terminate and cease to
have any effect.
9.9 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.
9.10 Severability. Should any part, term or condition hereof be declared
illegal or unenforceable or in conflict with any other law, the validity of
the remaining portions or provisions of this Agreement shall not be
affected thereby, and the illegal or unenforceable portions of this
Agreement shall be and hereby are redrafted to conform with applicable law,
while leaving the remaining portions of this Agreement intact.
9.11 Force Majeure. No party shall be deemed to have breached this
Agreement or be held liable for any failure or delay in the performance of
all or any portion of its obligations under this Agreement if prevented
from doing so by a cause or causes beyond its control. Without limiting the
generality of the foregoing, such causes include acts of God or the public
enemy, fires, floods, storms, earthquakes, riots, strikes, lock-outs, wars
and war-operations, restraints of government power or communication line
failure or other circumstances beyond such party's control, or by reason of
the judgment, ruling or order of any court or agency of competent
jurisdiction or change of law or regulation subsequent to the execution of
this Agreement.
9.12 Successors and Assigns. Subject to the provisions of Section 9.6, this
Agreement is solely for the benefit of the parties and their respective
permitted successors and assigns. Nothing herein shall be construed to
provide any rights to any other entity or individual.
9.13 Headings. Section headings are for convenience only and do not control
or affect the meaning or interpretation of any terms or provisions of this
Agreement.
9.14 Attorney's Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof or thereof is
validly asserted as a defense, the successful party shall be entitled to
recover reasonable attorneys' fees in addition to any other available
remedy.
[signature page follows]
IN WITNESS WHEREOF, the Investors and the Company have caused this
Shareholders Agreement to be duly executed by their respective officers,
each of whom is duly authorized, all as of the day and year first above
written.
ALFA TELECOM LIMITED CAVENDISH NOMINEES LIMITED
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx X.X. Xxxxxx
----------------------------- -------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxx X.X. Xxxxxx
Title: Director Title: Director
FIRST NIS REGIONAL FUND SICAV OAO ROSTELECOM
By: /s/ X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------- -------------------------------
Name: X. Xxxxxx Name: Xxxxxx Xxxxxxxxxx
Title: Authorized Signatory Title: General Director
By: /s/ Xxxxxx Xxxx Xxxxxxx By: /s/ Xxxxxxxxx Xxxxxx
----------------------------- -------------------------------
Name: Xxxxxx Xxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxx
Title: Authorized Signatory Title: Chief Accountant
CAPITAL INTERNATIONAL GLOBAL
EMERGING MARKETS PRIVATE EQUITY
FUND, L.P.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
GOLDEN TELECOM, INC.
By: /s/ Xxxxxxxxx Xxxxxxxxxx
-----------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: President and Chief Executive Officer
