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EXHIBIT Q
Eco Telecom Limited
Suite 0, 0 Xxxxx Xxxxx
Xxxxxxxxx
May 30, 2001
Open Joint Stock Company "Vimpel-Communications"
10 Ulitsa 8-Xxxxx
Building 14
000000, Xxxxxx
Xxxxxxx Xxxxxxxxxx
Re: Undertakings with respect to Certain Corporate Governance Matters
Ladies and Gentlemen:
Open Joint Stock Company "Vimpel-Communications" (the "Company"), Eco
Telecom Limited ("Eco Telecom") and Telenor East Invest AS ("Telenor") are today
entering into the Primary Agreement dated as of the date hereof 1 (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, Eco Telecom hereby
agrees as follows:
(a) Subject to compliance with applicable Law, to cause directors nominated
by Eco Telecom (or who represent Eco Telecom's shareholdings 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 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
(b) 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
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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.
By acknowledgement of this letter the Company hereby agrees that, in the event
of a breach by Telenor of its obligation under paragraph (a) of Telenor's
undertaking letter to the Company, dated as of the date hereof, the Company
shall initiate arbitration proceedings against Telenor seeking damages resulting
from such breach.
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 Eco
Telecom, its controlling Person and Controlled Affiliates of such Controlling
Person, having achieved the Specified Percentage, or a greater number of Shares,
own, in the aggregate, Shares representing less than five percent (5%) of the
issued and outstanding Common Stock. 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.
ECO TELECOM LIMITED
By /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Attorney-in-Fact
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Acknowledged:
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
By /s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxx
Chief Accountant
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