(RUSSIAN TEXT) SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this "Agreement")
is entered into in the city of Moscow, the Russian
Federation, on November 5, 2001, between ECO
TELECOM LIMITED, a company organized and existing
under the laws of Gibraltar with its registered
office at: 10/8 International Commercial Centre,
Casemates Square, Gibraltar (the "Purchaser"), and
Xx. XxxxxX Xxxxxxxxxx Xxxxx, a Russian citizen,
holding a passport XXIV-MIO No. 520067, issued on
4 January 1980 by 126 Moscow Militia Department,
residing at: 269, Building 3, House 53, Xxxxxx
Xxxxxxxxxxxx, Xxxxxx 000000 (the "Seller" and,
together with the Purchaser, collectively, the
"Parties"). The Parties hereby agree as follows:
1. SUBJECT OF THE AGREEMENT
The Seller agrees to sell to the Purchaser and the
Purchaser agrees to purchase from the Seller
ordinary registered shares of Open Joint Stock
Company "Vimpel-Communications", an open joint
stock company organized and existing under the
laws of the Russian Federation (the "Issuer"),
with its legal address at 10-12, Xxxxxx 0-Xxxxx,
Xxxxxx, 000000, Xxxxxx. The number of shares being
sold hereunder is Ninety Six Thousand Seven
Hundred Forty (96,740) ordinary registered shares,
with a nominal value of 0.005 rubles per share,
Registration No. 73-1-6945 (the "Shares"). The
purchase price of the Shares is Twenty US dollars
(US$20) per share, amounting to One Million Nine
Hundred Thirty Four Thousand Eight Hundred US
dollars (US$1,934,800) for all Shares (the
"Purchase Price"). The Purchaser shall pay to the
Seller the Purchase Price in Russian rubles at the
exchange rate of the Central Bank of Russia on the
date of payment by wire transfer in immediately
available funds to the Seller's account as
specified in Section 10 hereof.
(RUSSIAN TEXT) 2. OBLIGATIONS OF THE PARTIES AND INCORPORATION OF
THE SHARE PURCHASE AGREEMENT BY REFERENCE
The purchase of the Shares shall be subject to the
terms set forth in the Share Purchase Agreement
dated as of May 30, 2001 between the Seller and
the Purchaser (the "Share Purchase Agreement").
The Share Purchase Agreement is hereby
incorporated into this Agreement by reference and
constitutes an inalienable part of this Agreement.
All terms used, but not otherwise defined herein,
shall have the meanings ascribed to them in the
Share Purchase Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the
Purchaser that the representations and warranties
of the Seller set forth in Section 3.02 of the
Share Purchase Agreement are true and correct.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to
the Seller that the representations and warranties
of the Purchaser set forth in Section 3.01 of the
Share Purchase Agreement are true and correct.
5. SHARE TRANSFER
Concurrently with the execution of this Agreement,
(i) the Seller has delivered to the Purchaser the
documents specified in Schedule 1 hereto (to the
extent applicable), together with a
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(RUSSIAN TEXT) duly executed share transfer order, as established
by Russian law, substantially in the form attached
as Schedule 3 hereto, and (ii) the Purchaser has
delivered to the Seller the documents specified in
Schedule 2 hereto (to the extent applicable), and
duly executed the share transfer order provided
earlier by the Seller pursuant to (i) above, in
order for the transfer of the Shares from the
Seller to the Purchaser to be registered in the
register of shareholders of the Issuer.
6. PAYMENT ORDER
Concurrently with the execution of this Agreement,
the Purchaser has delivered to the Seller a duly
executed payment order for transferring the
Purchase Price to the Seller.
7. GOVERNING LAW
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.
8. DISPUTE RESOLUTION
Any and all disputes and controversies arising
under, relating to or in connection with this
Agreement shall be settled in accordance with
Section 8.14 of the Share Purchase Agreement.
9. COUNTERPARTS AND LANGUAGE
This Agreement is being executed in both English
and Russian, with two originals, and the Parties
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(RUSSIAN TEXT) agree that in the event of a discrepancy between
the English and the Russian language versions, the
English language version shall prevail.
10. BANK DETAILS OF THE SELLER
The Purchase Price shall be transferred by the
Purchaser to the following bank account of the
Seller:
Recipient: Xxxxxx Xxxxxxxxxx Xxxxx
INN: 771200628310
Xxx.Xx.: 42301810700810033029
Recipient's Bank: KB "CITIBANK T/O",
BIK: 044525202
Bank's Correspondent Acc.: 30101810300000000202
IN WITNESS WHEREOF, this Share Purchase Agreement
has been duly executed and delivered by each Party
hereto this 5th day of November, 2001.
SELLER
XX. XXXXXX XXXXXXXXXX XXXXX
By /s/ XX. XXXXXX XXXXX
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PURCHASER
ECO TELECOM LIMITED
By /s/ XXXXX XXXXXXX
-----------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Attorney-in-Fact
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