VIMPELCOM LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement (Common Shares) Dated as of , 2010Deposit Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
DEPOSIT AGREEMENT (Common Shares) dated as of , 2010 among VIMPELCOM LTD., an exempted company incorporated under the laws of Bermuda (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
GUARANTEE dated as of October 4, 2009 between TELENOR ASA, AS GUARANTOR and THE ALFA PARTIES LISTED ON SCHEDULE I, AS BENEFICIARIESGuarantee • February 8th, 2010 • VimpelCom Ltd. • New York
GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between Telenor ASA, a company organized and existing under the laws of Norway (“Telenor”), and the legal entities listed on Schedule I hereto (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with Telenor, collectively, the “Parties” and, individually, each a “Party”).
REGISTRATION RIGHTS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ECO TELECOM LIMITED, ALTIMO HOLDINGS & INVESTMENTS LTD., ALTIMO COOPERATIEF U.A. TELENOR MOBILE COMMUNICATIONS AS and TELENOR EAST INVEST ASRegistration Rights Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Eco Telecom Limited, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized under the laws of the Netherlands (“Altimo Cooperatief”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), Telenor East Invest AS, a company organized and existing under the laws of Norway (“Telenor East”), and such other holders of capital stock of the Company as shall be party hereto from time to time (each, a “Party” and, collectively, the “Parties”).
SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 between and among THE ALFA PARTIES LISTED ON SCHEDULE I and THE TELENOR PARTIES LISTED ON SCHEDULE II and ORRICK, HERRINGTON & SUTCLIFFE LLP, as Escrow AgentSettlement Escrow Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 (this “Escrow Agreement”) between and among the legal entities and individuals listed on Schedule I hereto (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”), the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and each, individually, a “Telenor Party”) and Orrick, Herrington & Sutcliffe LLP, as escrow agent (the “Escrow Agent” and, together with the Telenor Parties and the Alfa Parties, collectively, the “Parties” and, each, individually, a “Party”).
SHARE EXCHANGE AGREEMENT dated as of October 4, 2009 between and among the Alfa Parties Listed in Schedule I and the Telenor Parties Listed in Schedule IIShare Exchange Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
SHARE EXCHANGE AGREEMENT dated as of October 4, 2009 (the “Execution Date”) between and among the legal entities listed on Schedule I hereto (collectively, the “Alfa Parties” and, individually, each an “Alfa Party”) and the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and, individually, each a “Telenor Party” and, together with the Alfa Parties, collectively, the “Parties” and, individually, each a “Party”).
ContractSettlement Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
FIRST AMENDMENT TO SETTLEMENT AGREEMENT dated as of January 12, 2010 (this “Amendment”) between and among Crown Finance Foundation, a foundation organized under the laws of Lichtenstein, CTF Holdings Limited, a company organized under the laws of Gibraltar, Altimo Holdings & Investments Ltd., a company organized under the laws of the British Virgin Islands, Eco Telecom Limited, a company organized under the laws of Gibraltar, Rightmarch Limited, a company organized under the laws of Cyprus, Alpren Limited, a company organized under the laws of Cyprus, Hardlake Limited, a company organized under the laws of Cyprus, and Storm LLC, a limited liability company organized under the laws of Ukraine (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”), and Telenor Mobile Communications AS, a company organized under the laws of Norway, Telenor East Invest AS, a company organized under the laws of Norway, and Telenor Consult AS, a company organized under the laws of Norway
SHAREHOLDERS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ALTIMO HOLDINGS & INVESTMENTS LTD., ECO TELECOM LIMITED, TELENOR EAST INVEST AS, TELENOR MOBILE COMMUNICATIONS AS, ALTIMO COOPERATIEF U.A. and OTHER VIMPELCOM LTD....Shareholder Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
SHAREHOLDERS AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Eco Telecom Limited, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized under the laws of the Netherlands (“Altimo Cooperatief”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), Telenor East Invest AS, a company organized and existing under the laws of Norway (“Telenor East”), and such other shareholders of the Company as shall be party hereto from time to time (each, a “Party” and collectively, the “Parties”).
SETTLEMENT AGREEMENT dated as of October 4, 2009 between and among THE ALFA PARTIES LISTED ON SCHEDULE I and THE TELENOR PARTIES LISTED ON SCHEDULE IISettlement Agreement • February 8th, 2010 • VimpelCom Ltd. • New York
SETTLEMENT AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among the legal entities and individuals listed on Schedule I hereto (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”) and the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and each, individually, a “Telenor Party” and, together with the Alfa Parties, collectively, the “Parties” and, each, individually, a “Party”).
GUARANTEE dated as of October 4, 2009 between CTF HOLDINGS LIMITED, AS GUARANTOR and VIMPELCOM HOLDINGS B.V., VIMPELCOM LTD., STORM LLC AND CLOSED JOINT STOCK COMPANY “KYIVSTAR G.S.M.,” AS BENEFICIARIESGuarantee • February 8th, 2010 • VimpelCom Ltd. • New York
GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between CTF Holdings Limited, a company organized and existing under the Laws of Gibraltar (“CTF”), the legal entities listed on Schedule I hereto and each Additional Beneficiary (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with CTF, collectively, the “Parties” and, individually, each a “Party”).
