VIMPELCOM LTD. COMMON SHARES (US$0.001 NOMINAL VALUE) (IN THE FORM OF AMERICAN DEPOSITARY SHARES) UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2016 • VimpelCom Ltd. • Radiotelephone communications • New York
The Underlying Shares (as defined below) represented by the ADSs are deposited pursuant to the Deposit Agreement dated as of March 26, 2010 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs.
Registration Rights AgreementRegistration Rights Agreement • September 22nd, 2016 • VimpelCom Ltd. • Radiotelephone communications • New York
Telenor East Holding II AS, a company incorporated in the Kingdom of Norway (the “Issuer”), proposes to issue and sell to you (the “Managers”), US$1,000,000,000 in aggregate principal amount of its 0.25 per cent. Exchangeable Bonds due 2019 (the “Bonds”), which are exchangeable for American Depository Shares (“ADSs”) of VimpelCom Ltd., an exempted company limited by shares organized under the laws of Bermuda (the “Company”), each representing one common share of the Company, nominal value US$0.001 per share, upon the terms set forth in the Subscription Agreement by and among the Issuer and the Managers, dated September 15, 2016 (the “Subscription Agreement”), relating to the initial placement (the “Initial Placement”) of the Bonds. In certain circumstances, upon an exchange of Bonds at the option of the holder thereof and upon certain redemptions, the Issuer will be required to deliver cash, ADSs (such ADSs, the “Exchanged ADSs”) or a combination of cash and Exchanged ADSs, at the elec
