Exhibit 99.3
Conformed Copy
SHARE PURCHASE AGREEMENT No. E/V-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 Open Joint Stock Company "Vimpel-Communications",
organized and existing under the laws of the Russian Federation with its
registered office at 00 Xxxxxx 0-Xxxxx, Xxxxxxxx 00, Xxxxxx, Xxxxxx, (xxx
"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, 860 (Eight
Hundred Sixty) 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, Telenor East Invest AS
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 share registry of the Issuer (the "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 17,200 (seventeen thousand two
hundred) Rubles.
5. Settlements
All settlements under this Agreement shall be made in rubles.
6. 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.
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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
Open Joint Stock Company
"Vimpel-Communications"
By: /s/ Xx Xxxxxx
................................
Name: Xx Xxxxxx
Title: General Director and CEO
By: /s/ Xxxxxxx Steshchenko
................................
Name: Xxxxxxx Steshchenko
Title: Chief Accountant
[RUSSIAN TRANSLATION INTENTIONALLY OMITTED]
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