Telenor East Invest AS
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May 30, 2001
Open Joint Stock Company
"Vimpel-Communications"
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Russian Federation
Re: Undertakings with respect to Certain Corporate Governance Matters
Ladies and Gentlemen:
Open Joint Stock Company "Vimpel-Communications" (the "Company"), Eco
Telecom Limited and Telenor East Invest AS ("Telenor") are today entering into
the Primary Agreement dated as of the date hereof (the "Primary Agreement") and
certain other Principal Agreements. Unless otherwise defined herein, terms
defined in the Primary Agreement are used herein as therein defined. In
consideration of the undertakings of the Company therein and in such other
Principal Agreements, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Telenor hereby agrees as
follows:
(a) Subject to compliance with applicable Law, to vote (and to cause its
respective Controlled Affiliates to vote) any Shares (as defined in the
Registration Rights Agreement) owned by it and/or them in favor of the
following agenda items at the Company's next extraordinary general meeting
of its shareholders:
(i) an increase in the charter capital of the Company through the
issuance of 5,150,000 additional shares of Common Stock through a
closed subscription to Eco Telecom;
(ii) approval of a series of major transactions in connection with the
purchase by VimpelCom of newly-issued shares of common stock of
Closed Joint Stock Company "VimpelCom-Region"; and
(iii) approval of certain amendments to the Company's charter, as
specified in Schedule 5.04 to the Primary Agreement.
(b) Subject to compliance with applicable Law, to cause directors nominated by
Telenor (or who represent Telenor's shareholding in the Company) to vote in
favor of the declaration and/or full payment of any and all dividends
payable on or in respect of the Company's shares of Preferred Stock
(whether in the form of a Board recommendation to shareholders of the
Company for payment of annual dividends, Board approval of payment of
interim dividends or otherwise); and
(c) During the period commencing on the date of the Closing and ending on the
fourth anniversary thereof, to vote or cause to be voted any and all Shares
held by the undersigned or any Controlled Affiliate of the undersigned in
favor of any issuance of New Securities (as defined in the Registration
Rights Agreement) proposed by the Company, provided that:
(i) any decision of the Board or the shareholders of the Company to issue
New Securities shall permit the undersigned to purchase such New
Securities in an amount sufficient to maintain its percentage
ownership interest in the voting capital stock of the Company
(calculated prior to giving effect to such issuance) and on the same
terms and conditions as other purchasers of such New Securities; and
(ii) the undersigned shall not be obligated to vote its Shares in favor of
any issuance of New Securities if, immediately prior to the proposed
issuance of such New Securities, the undersigned owned the Specified
Percentage and, after giving effect to such issuance and the purchase
by the undersigned of such New Securities in an amount sufficient to
maintain its ownership of the Specified Percentage, the undersigned
would be required to purchase and pay for, on a cumulative basis, over
such four (4) year period, New Securities in an aggregate amount in
excess of US$25,000,000; provided, however, that notwithstanding the
foregoing aggregate limitation, the undersigned shall, in any event,
be required to vote all of its Shares in favor of any proposed
issuance of New Securities if the Company intends to use the proceeds
of such issuance to purchase new shares of voting capital stock of
VIP-R in connection with a share issuance by VIP-R to acquire an
Opportunity (as defined in the Registration Rights Agreement), as
contemplated by Section 5.02(c) of the Registration Rights Agreement,
if such Opportunity was offered to VIP-R by the undersigned pursuant
to Section 5.02(c) of the Registration Rights Agreement or Section
6.02(c) of the VIP-R Shareholders Agreement.
This undertaking shall be effective on the date hereof and shall continue
in full force and effect until the earlier of (a) the termination of the Primary
Agreement in accordance with Article XII thereof and (b) the date on which
Telenor, its Controlling Person and Controlled Affiliates of such Controlling
Person own, in the aggregate, Shares representing less than five percent (5%) of
the issued and outstanding shares of Common Stock. Telenor agrees that it will
not take any action, and, to the extent permitted by applicable law, will cause
its Board nominees not to take any action, to prevent enforcement by the Company
of the undertakings set forth herein.
The provisions of Article XIII of the Primary Agreement are incorporated by
reference herein, as if set forth in full herein, with references therein to
"this Agreement" and the words "hereof", "herein", "hereto" and the like being
deemed to refer to this letter, and references therein to any "Party" or the
"Parties" being deemed to refer to Telenor and the Company, as the case may be.
TELENOR EAST INVEST AS
By /s/ Tron ▇▇▇▇▇
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Tron ▇▇▇▇▇
Attorney-in-Fact
Acknowledged:
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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President
By /s/ ▇▇▇▇▇▇▇▇ ▇. Bychenkov
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▇▇▇▇▇▇▇▇ ▇. Bychenkov
Chief Accountant
