Standard Contracts
SHARE SALE AND EXCHANGE AGREEMENT by and between TNT Holding S.à r.l. and Weather Investments II S.à r.l dated 14 April 2011Share Sale and Exchange Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications
TNT Holding S.à r.l., a private limited liability company (société à responsabilité limitée) duly incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of Luxembourg, having a share capital of EUR 474,906.45 and registered with the Luxembourg Trade and Companies Register under number B 141.119, represented by David Catala, duly authorized pursuant to the resolution of the meeting of the board of managers dated 5 April 2011 (“TNT”);
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENTShare Sale and Exchange Agreement • April 30th, 2012 • VimpelCom Ltd. • Radiotelephone communications
AMENDMENT NO. 1 (this “Agreement”), dated as of November 25, 2011, to the Amended and Restated Share Sale and Exchange Agreement dated as of January 17, 2011, and amended and restated on April 15, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SSEA”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, WIND TELECOM S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, and Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg.
SHARE SALE AND EXCHANGE AGREEMENT by and between Dosantos Investments S.à r.l. and Weather Investments II S.à r.l. dated 14 April 2011Share Sale and Exchange Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications
Dosantos Investments S.à r.l., a private limited liability company (société à responsabilité limitée) duly incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 65, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of Luxembourg, having a share capital of EUR 154,905.89 and registered with the Luxembourg Trade and Companies Register under number B 145.442, represented by David Catala, duly authorized pursuant to the resolution of the meeting of the board of managers dated 5 April 2011 (“Dosantos”);
AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENT by and among VIMPELCOM LTD., WIND TELECOM S.P.A., WEATHER INVESTMENTS II S.À R.L. and THE SHAREHOLDERS OF WIND TELECOM S.P.A. LISTED ON PART II OF ANNEX 2.1 Dated as of April 15, 2011Share Sale and Exchange Agreement • April 22nd, 2011 • Weather Investments II S.a.r.l. • Radiotelephone communications • New York
AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENT, dated as of January 17, 2011, and amended and restated on April 15, 2011 (this “Agreement”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, Wind Telecom S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg, and each of the other shareholders of Weather I listed on Part I of Annex 2.1 that shall have executed a joinder letter pursuant to Section 6.1(c) (the “Weather I Shareholders”).
As you are aware, on January 17, 2011, VimpelCom Ltd. (“VimpelCom”), Wind Telecom S.p.A. (“Wind Telecom”) and Weather Investments II S.à r.l. (“Weather II”) entered into a Share Sale and Exchange Agreement (the “Share Sale and Exchange Agreement”)...Share Sale and Exchange Agreement • February 15th, 2011 • VimpelCom Ltd. • Radiotelephone communications • New York
Unless the context otherwise requires, references to “we,” “us”, “our”, “VimpelCom” or the “Company” refer to VimpelCom Ltd. This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement and any documents incorporated by reference into this proxy statement to understand the proposals and the terms of the Share Sale and Exchange Agreement (the “Share Sale and Exchange Agreement”), dated as of January 17, 2011, by and among VimpelCom, Wind Telecom S.p.A., which until December 30, 2010 was known as Weather Investments S.p.A (“Wind Telecom”), Weather Investments II S.à r.l. (“Weather II”) and the other shareholders of Wind Telecom that become party to the Share Sale and Exchange Agreement (the “Wind Telecom Shareholders”), pursuant to which at closing (the “Closing”) VimpelCom will acquire shares in Wind Telecom held by Weather II and
ContractShare Sale and Exchange Agreement • May 5th, 2020 • New York
EX-99.3 4 weatherinv13d-ex993_0422.htm AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENT by and among VIMPELCOM LTD., WIND TELECOM S.P.A., WEATHER INVESTMENTS II S.À R.L. and THE SHAREHOLDERS OF WIND TELECOM S.P.A. LISTED ON PART II OF ANNEX 2.1 Dated as of April 15, 2011 TABLE OF CONTENTS
SHARE SALE AND EXCHANGE AGREEMENTShare Sale and Exchange Agreement • June 2nd, 2008 • Ivy S.K. Lam • Apparel & other finishd prods of fabrics & similar matl • Hong Kong
NOW THEREFORE, in consideration of the mutual promises set out in this Agreement and other valuable consideration, the parties hereby agree with each other as follows:
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SHARE SALE AND EXCHANGE AGREEMENTShare Sale and Exchange Agreement • April 30th, 2012 • VimpelCom Ltd. • Radiotelephone communications
AMENDMENT NO. 2 (this “Agreement”), dated as of January 31, 2012, to the Amended and Restated Share Sale and Exchange Agreement dated as of January 17, 2011, and amended and restated on April 15, 2011, and further amended on November 25, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SSEA”) by and among VimpelCom Ltd. (“VimpelCom”), a company organized and existing under the laws of Bermuda, Wind Telecom S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, and Weather Investments II S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg.
