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 • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York
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....Shareholders Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York
Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 1.01 Definitions 2 1.02 Interpretation 11 ARTICLE II REPRESENTATIONS AND WARRANTIES 11 2.01 Organization of the Parties 11 2.02 Authority 12 2.03 Shareholding 12 ARTICLE III TRANSFERS 12 3.01 Transfers to Persons Other than Permitted Transferees 12 3.02 Standstill 12 3.03 Right of First Offer 13 3.04 Tag Along Rights 14 3.05 Effect of Transfers 16 3.06 Permitted Transferees 16 3.07 Pledges of Shares and Interests in Shares 17 ARTICLE IV GOVERNANCE OF THE COMPANY 17 4.01 Ownership of Subsidiaries; Branding 17 4.02 Headquarters of the Company 17 4.03 The Management Board and the CEO 18 4.04 Authority of the Board; Chairman of the Board 19 4.05 Shareholders 19 4.06 Nomination of Directors 19 4.07 Quorum and Voting at Board Meetings; Shareholder Approval of Certain Transactions 21 4.08 Committees of the Board 24 4.09 Full Disclosure of All Matters before the Board 24 4.10 Independence of the Board 25 4.11 Dividend Policy 25 4.12 Governance of
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 • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications • New York
PAGE ARTICLE I DEFINITIONS; INTERPRETATION 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 10 ARTICLE II EXCHANGE OFFER; KYIVSTAR SHARE EXCHANGE 11 Section 2.1 The Exchange Offer 11 Section 2.2 Stay of Proceedings; Settlement Escrow 12 Section 2.3 The Kyivstar Share Exchange 13 Section 2.4 Closing of the Kyivstar Share Exchange 13 Section 2.5 The Alfa Parties’ Obligations at the Closing 13 Section 2.6 The Telenor Parties’ Obligations at the Closing 14 Section 2.7 Newco Closing Deliveries 14 Section 2.8 HoldCo Closing Deliveries 14 Section 2.9 Delisting; Squeezeout 14 Section 2.10 Transfer of VimpelCom Shares 14 ARTICLE III GENERAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES 15 Section 3.1 Organization and Authority 15 Section 3.2 Due Authorization; Binding Obligation 15 Section 3.3 Non-Contravention 15 Section 3.4 Regulatory Approvals 16 Section 3.5 Brokers Fees or Commissions 16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ALFA PARTIES 16 Section 4.1 Ownership of the Alfa
JOINT FILING AGREEMENTJoint Filing Agreement • April 30th, 2010 • VimpelCom Ltd. • Radiotelephone communications
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the securities of VimpelCom Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
