Exhibit 4.3
September 3, 2001
Initial Shareholders
OAO RTC-LEASING
Consortium
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Shareholders' Agreement
No.682
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TABLE OF CONTENTS
Definitions and Interpretation..............................................6
Shareholders' Purposes and Objectives Concerning the
Development of the Company..................................................8
Subject of Agreement........................................................8
Governing Bodies of the Company.............................................8
Structure of the Company's Governing Bodies........................8
Formation of the Company's Governing Bodies........................9
Obligations of the Parties..................................................9
Accounts and Audits........................................................10
Terms of Additional Issue Placement in Favor of the Consortium.............11
Sale of Shares to Strategic Investor.......................................11
Public Placement of Company Shares.........................................11
Procedure for the Sale by Shareholders of Company Shares...................12
Purchase of the Additional Issue by the Initial Shareholders......12
Sale to a Third Party.............................................12
Notices....................................................................12
Amendments.................................................................13
Term of Agreement..........................................................13
Counterparts...............................................................13
Language of Agreement......................................................14
Applicable Law.............................................................14
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Settlement of Disputes.....................................................14
ANNEX 1....................................................................16
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THIS SHAREHOLDERS' AGREEMENT (hereinafter, the "Agreement") is made on
September 3, 2001 in the City of Moscow, the Russian Federation.
By and among:
(1) Open Joint Stock Company of Long Distance and International Communications
Rostelecom, located at: ▇, ▇▇.▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with
the Moscow Registration Chamber on September 23, 1993, registration
number 021.833, represented by General Director S.I. Kuznetsov acting under
the Charter (hereinafter, "Rostelecom");
Non-Governmental Pension Fund Rostelecom-Garantia, located at ▇,
▇▇.▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with the Moscow Registration
Chamber on June 6, 1996, registration number 139, represented by General
Director A.A. Nedbai, who is acting under the Charter (hereinafter, "NPF");
(hereinafter jointly referred to as the "Initial Shareholders") as the party on
the first part hereunder within the context of Article 308 of the Russian
Federation Civil Code;
(2) Open Joint Stock Company RTC-LEASING located at: ▇, ▇▇.▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, registered with the Moscow Registration Chamber on April 25, 1996,
registration number 060.795, represented by General Director ▇.▇. ▇▇▇▇▇▇▇▇
who is acting under the Charter (hereinafter, the "Company"); and
(3) Closed Joint Stock Company North-West Telecombank located at: ▇▇, ▇▇▇▇▇▇
▇▇▇., ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, registered with the Russian Federation
Central Bank on March 23, 2000, registration number 168, represented by
▇.▇. ▇▇▇▇▇▇▇, Chairman of the Management Board of the Bank, who is acting
under the Charter (hereinafter, "Telecombank");
Non-Commercial Partnership Center for Research Into Telecommunications
Development Problems, located at: ▇▇-▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
registered with the Moscow Registration Chamber on April 23, 2001,
registration number 002.041.624, represented by its Director
D.A. Milovantsev who is acting under the Charter (hereinafter, the
"Partnership");
Limited Liability Company CB Russian Industrial Bank, located at:
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with the Moscow
Registration Chamber on February 14, 1995, registration number 036.055,
represented by S.V. Povarenkin, Chairman of the Management Board of the
Bank, who is acting under the Charter (hereinafter, "RIB");
Closed Joint Stock Company "GAMMA-Invest", located at: ▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, registered with the Registration Chamber of
Saint-Petersburg on July 12, 1994, registration number 6194, represented by
General Director ▇.▇. Gerkusov who is acting under the Charter
(hereinafter, "Gamma");
and
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Closed Joint Stock Company KFP-FINANCE, located at: ▇▇-▇
▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with the Moscow Registration
Chamber on March 20, 2001, registration number 001.019.069, represented by
General Director A.B. Chastukhin who is acting under the Charter
(hereinafter, "KFP");
(hereinafter jointly referred to as the "Consortium"), acting as the party on
the second part hereunder in the context of Article 308 of the Russian
Federation Civil Code;
hereinafter jointly referred to as the "Parties" and individually as "Party".
PREAMBLE
(A) As of the date of this Agreement the Initial Shareholders hold the Company's
shares comprising ninety (90) percent of its charter capital and are interested
in increasing their market value.
(B) On instructions from the Initial Shareholders the Company has instructed the
closed joint stock company Gamma Capital (hereinafter, "Gamma Group") to perform
a comprehensive study of the financial condition of the Company and to draw up
recommendations to increase its capitalization. Based on the results of the
study conducted in April 2001, Gamma Group recommended the implementation of
integrated measures to enhance the investment appeal of the Company.
(C) With a view to implementing the said recommendations Gamma Group proposed
the involvement of the Consortium which expressed its readiness:
(i) to assist in the expansion of the client base of the Company by
attracting new clients, with an overall value of new lease
agreements over the next three years totaling at least US$ 330
million;
(ii) to industrially diversify the operation of the Company;
(iii) to provide the Company with access to the leasing markets for
regional communications companies; and primarily, companies
comprising the SVYAZINVEST Group;
(iv) to expand the Company's investments activities;
(v) to arrange for the financing of the Company's new projects under
item (i) on competitive market terms as of the moment of
completion of relevant transactions;
(vi) to work toward enhancing the value and liquidity of securities
issued by the Company.
(D) The Parties (with due regard for the conclusions of Gamma Group) believe
that the implementation of the above measures will create conditions for
attracting assets to the charter
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capital of the Company worth at least US$ 70 million by way of a public
placement of the Company's additional shares or their sale to a strategic
investor.
(E) The Consortium is prepared to take the measures specified in (C) as soon as
it acquires 3 974 714 additional shares of the Company (so that upon their
acquisition the Consortium would control 69.9 percent of the charter capital of
the Company) for 39 747 140 Rubles.
(F) On August 24, 2001 the Board of Directors of the Company decided to involve
the Consortium in the implementation of the above measures and to issue, in
favor of the Consortium, additional shares subject to the entry into of this
Agreement with the Consortium.
(G) With a view to legally validating the arrangements between the Parties with
respect to the terms of acquisition by the Consortium of Company shares and with
a view to settling the relations between the Initial Shareholders and the
Consortium as shareholders of the Company and determining the principles of
Company management the Parties have entered into this Agreement.
Definitions and Interpretation
1.1 In this Agreement the following terms shall have the following meanings:
"Shareholders" shall mean the Initial Shareholders and the Consortium;
"Affiliates" shall mean affiliates in the context of Article 4 of the Russian
Federation Law No. 948-1 "On Competition and Restriction of Monopolist
Activities on Commodity Markets" dated March 22, 1991 (as in force as of the
date hereof);
"Auditor" shall mean one of the following audit firms: ZAO
PricewaterhouseCoopers Audit, ZAO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ZAO KPMG Limited, the
representative office of Ernst and Young C.I.S. Ltd. in the Russian Federation
or ZAO Deloitte & Touche CIS (or their successors) as selected by the Company;
"Purchase and Sale Agreement" shall have the meaning specified in Article 10.2;
"Additional Issue" shall mean the third issue of Company shares the Initial
Shareholders are to approve upon the making hereof as provided for under Article
5.8, such Additional Issue to meet the following terms:
(a) the Additional Issue shall be by way of a closed subscription in favor of
the Consortium only;
(b) the Consortium shall pay cash for the Additional Issue Shares placed in its
favor;
(c) upon the placement of the Additional Issue, Company's shares shall be
distributed as follows: (percentage of the charter capital of the Company):
Initial Shareholders: 30.15% including:
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Rostelecom 27.13%;
NPF 3.02%.
Consortium: 69.364% including:
Telecombank 18.912%;
Partnership 2.825%;
RIB 15.926%;
Gamma 15.926%; and
KFP 15.775%.
"International Accounting Standards" shall mean the internationally recognized
accounting standards distributed by the International Accounting Standards
Committee as used by the Auditor at any given moment;
"Public Placement of Company Shares" shall mean that public placement of Company
shares (or derivative securities based on Company shares) conducted provided
Company shares (or derivative securities) are listed (included in the list of
securities permitted to circulate on a stock exchange) on an internationally
recognized stock exchange or the biggest and best recognized stock exchange of
the Russian Federation;
"Strategic Investor" shall mean a Russian or foreign leasing or other financial
organization interested in participation in the Company and in the promotion of
its business;
"Charter" shall mean Restated Company Charter No. 2 registered with the Moscow
Registration Chamber on July 9, 2001, with subsequent amendments and additions;
"Financial Statements" shall mean the Audited statements of the Company
(including the Company's balance sheet, profit and loss statement, cash flow
statement and notes thereto) prepared based on fiscal year results in accordance
with the International Accounting Standards.
1.3 The headings and numbers of the articles hereof and the sequence of their
presentation shall be used for convenience only and shall not affect the
interpretation hereof.
1.4 If used in the singular or in the plural, the terms interpreted in
Articles 1.1 and 1.2 shall have the same meanings unless the context requires
otherwise.
1.5 Reference to a specific article or annex shall mean a reference to all its
provisions (terms). Reference to a specific article or annex shall be
interpreted as a reference to an article of this Agreement or an annex hereto
unless the context requires otherwise.
Shareholders' Purposes and Objectives Concerning the Development of the Company
2. The Parties agree that the following shall be the principal purposes and
objectives of the Initial Shareholders and the Consortium as shareholders of the
Company:
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(a) material expansion of the Company's operation and increase of its share in
the Russian Federation leasing market;
(b) continued orientation of the Company on priority work with Rostelecom and
other Affiliates of Svyazinvest (55-2, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇) on
market terms most favorable to the Company;
(c) industrial diversification of the Company's operation;
(d) investment by the Company in promising telecommunications, financial and
industrial companies;
(e) increase of the scope of the financial services offered by the Company;
(f) efforts to enhance the value and liquidity of the Company's securities;
(g) involvement of a Strategic Investor and/or Public Placement of the Company
Shares.
Subject of Agreement
3. This Agreement shall govern the actions of the Parties to attain the
purposes and objectives of the Shareholders and the Company specified
herein and the actions to manage the Company and the Company's Shares.
Article 10.2 shall be a preliminary agreement (in the context of Article
429 of the Russian Federation Civil Code) governing the relations between
the Initial Shareholders and the Consortium in connection with the purchase
of the Additional Issue shares.
Governing Bodies of the Company
Structure of the Company's Governing Bodies
4.1.1 The Parties acknowledge that the structure of the Company's governing
bodies shall include:
(a) General Meeting of Shareholders;
(b) Board of Directors; and
(c) General Director (single-person executive body).
The Audit Commission shall monitor the financial and business operation of the
Company.
4.1.2 The General Meeting of Shareholders shall be the highest governing body
of the Company; its status and powers shall be governed under applicable
law and the Charter.
4.1.3 Overall management of the Company's operation (except decision making on
matters relegated under the Law on Joint Stock Companies and the Charter
to the exclusive competence of the General Meeting of Shareholders)
shall be the responsibility of the
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Board of Directors the status and powers of which shall be governed under
applicable law and the Charter.
4.1.4 The day-to-day operation of the Company shall be managed by the General
Director (single-person executive body) whose status and powers shall be
governed under applicable law and the Charter.
Formation of the Company's Governing Bodies
4.2.1 As of the date hereof the Board of Directors shall comprise five (5)
members elected at the General Meeting of Shareholders by a simple
majority of votes out of the candidacies proposed by the Shareholders.
The Parties agree that within three (3) years of the date hereof
Rostelecom shall have the right to propose the candidacies of three (3)
members of the Board of Directors (and shall not nominate more
candidates to the Board of Directors) and the Consortium shall have the
right to nominate two (2) candidates as members of the Board of
Directors (and shall not nominate more candidates to the Board of
Directors). In the event of a change in the numerical membership of the
Board of Directors of the Company Rostelecom shall have the right to
nominate candidates to the Board of Directors comprising 60 percent of
the total numerical membership of the Board of Directors. 40 percent
shall be nominated by the Consortium.
4.2.2 The Board of Directors shall elect one of its members as Chairman of the
Board of Directors. Within the period specified in Section 4.2.1 hereof
the candidacy of the Chairman of the Board of Directors shall be
nominated by the members of the Board of Directors elected out of the
candidates nominated by Rostelecom.
4.2.3 The General Director shall be appointed by the Board of Directors for
three (3) years. The Board of Directors shall have the right at any time
to subject the powers of the General Director to early termination in
accordance with the requirements of applicable law.
4.2.4 Within the period specified in Section 4.2.1 hereof, the candidacy of
the General Director shall be nominated by the members of the Board of
Directors elected out of the candidacies nominated by Rostelecom.
Obligations of the Parties
5.1 The Shareholders shall vote for the election to the Board of Directors
of the persons nominated in accordance with Article 4.2.1.
5.2 During the term specified in Section 4.2.1 hereof the Consortium shall
assure the election of the Chairman of the Board of Directors and the
General Director nominated in accordance with Articles 4.2.2-4.2.4
accordingly.
5.3 The Consortium shall, only in the event of Rostelecom's prior consent in
writing, vote at the general meeting of shareholders of the Company for
an issue of additional shares of the Company:
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(a) as a result of which the participatory share of Rostelecom may diminish
compared to the quantity specified in Article 1.1;
(b) as a result of which the participatory share of any participant in the
Consortium may exceed twenty-five (25) percent of the charter capital of
the Company.
Rostelecom shall submit the said consent in writing provided that in accordance
with the terms of issue of additional Company shares it is vested with the right
to acquire, at par value, additional shares in an amount sufficient for the
preservation of its interest in the charter capital of the Company as stated in
Article 1.1
5.4 Non-performance or improper performance by the Consortium of the
obligations specified in Articles 5.1, 5.2, and 5.3 shall entitle the
Initial Shareholders to immediately demand that the Consortium enter
into and perform a Purchase and Sale Agreement in accordance with
Article 10.2.
5.5 The Shareholders shall vote at the General Meetings of Shareholders on
all major matters of the Company's operation in accordance with a
previously agreed position.
5.6 If any participant in the Consortium intends to acquire, from third
parties, any Company shares the Consortium shall, no later than one (1)
month prior to the prospective date of such acquisition, enable the
Initial Shareholders to acquire such portion of the Company's shares
alienated by such third parties that, upon completion of the relevant
transactions, the interest of each of the Initial Shareholders be equal
to the amount specified in Article 1.1.
5.7 Breach by the Consortium of the obligations specified in Article 5.6
shall accordingly entitle the Initial Shareholders to immediately demand
that the Consortium enter into and perform a Purchase and Sale Agreement
in accordance with Article 10.2.
5.8 The Initial Shareholders shall, immediately upon the making hereof,
perform actions necessary for the approval and state registration of the
Additional Issue.
5.9 The Company and the Initial Shareholders shall, within six months of the
date of payment by the Consortium for the shares of the Additional Issue
in full, procure registration of the report on the results of the
Additional Issue of the Company's shares, which report shall reflect the
placement of the Additional Issue in favor of the Consortium.
Accounts and Audits
6.1 The Company shall keep its records and accounts in accordance with the
requirements of applicable Russian Federation law.
6.2 The Company shall additionally prepare Financial Statements in
accordance with the International Accounting Standards.
6.3 The Company shall annually engage an Auditor to verify the Financial
Statements.
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Terms of Additional Issue Placement in Favor of the Consortium
7.1 The Consortium shall:
(a) within three (3) years of the date hereof ensure the involvement by the
Company of new clients with an aggregate volume of new lease agreements
totaling lease payments of at least US$330 million (three hundred thirty
million).
(b) within three (3) years of the date hereof provide the Company with
financing in an amount required for the acquisition of equipment to be
leased to the new clients specified in section (a) of this Article on
competitive market terms;
(c) within three (3) years of the date hereof assure the Company's access to
the leasing markets for regional communication companies; the said
obligation of the Consortium shall be deemed complied with in the event
the Company and Svyazinvest enter into a cooperation agreement and
within three years of the date hereof the Company enters into new lease
agreements with regional communications companies providing for the
receipt by the Company of lease payments totaling at least
US$200 million (two hundred million).
7.2 In the event of non-performance or improper performance by the
Consortium of any of its obligations specified in Article 7.1 the
Initial Shareholders shall have the right to immediately demand that the
Consortium enter into and perform a Purchase and Sale Agreement in
accordance with Article 10.2.
Sale of Shares to Strategic Investor
8. In the event the Shareholders decide to sell the Company shares to a
Strategic Investor the Shareholders shall sell (or assure the sale of)
the Company shares (including a sale of shares in the event of an
additional issue) to the Strategic Investor so that the interest of the
Shareholders (except the share of Rostelecom) in the charter capital of
the Company diminishes proportionally; the interest of Rostelecom in the
charter capital of the Company shall be maintained in the amount
specified in Article 1.1.
Public Placement of Company Shares
9.1 Public Placement of Company shares shall be the strategic purpose of the
Parties.
9.2 The Parties shall approve all resolutions on all aspects of the
Company's operation with due regard for the strategic purpose specified
in Article 9.1.
9.3 The Parties shall, within one (1) year of the date hereof, draw up and
approve a plan of efforts making it possible to perform a Public
Placement of the Company Shares.
9.4 The Parties agree that the Public Placement of the Company Shares shall
be performed within three (3) years of the date hereof provided this is
not prevented by external objective factors.
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9.5 In the event the Shareholders decide on a Public Placement of the
Company Shares the Shareholders shall sell (or assure the sale of)
additionally issued the Company shares so that the interest of
Shareholders (except the interest of Rostelecom) in the charter capital
of the Company diminishes proportionately; the interest of Rostelecom in
the charter capital of the Company shall be maintained in the amount
specified in Article 1.1.
Procedure for the Sale by Shareholders of the Company Shares
Purchase of the Additional Issue by the Initial Shareholders
10.1 The Shareholders acknowledge that the consent of the Initial
Shareholders to assure placement of the Additional Issue in favor of
Consortium is made to mean that the Consortium perform its obligation
provided for under Article 5.1-5.3, 5.6 and 7.1. In the event the
Consortium fails to perform or improperly performs the said obligations
the Initial Shareholders shall have the opportunity to purchase, from
the Consortium, its Company shares of the Additional Issue at the price
of their placement in favor of the Consortium.
10.2 With a view to implementing the said mechanism the Shareholders hereby
agree to enter into a purchase and sale agreement with respect to the
shares of the Additional Issue on the terms specified in Annex 1
(hereinafter, "Purchase and Sale Agreement"). The deadline for the
performance by the Shareholders of the obligations to enter into the
Purchase and Sale Agreement shall be determined by the Initial
Shareholders in accordance with the provisions hereof (for the avoidance
of doubt, the Initial Shareholders may not demand that the Consortium
enter into the Purchase and Sale Agreement unless expressly provided for
hereunder).
Sale to a Third Party
10.3 Pending proper performance by the Consortium of its obligations under
Article 7.1 members of the Consortium shall have the right to sell the
Company shares of the Additional Issue to third parties only on
condition that such third party adheres hereto.
10.4 Pending proper performance by the Consortium of its obligations under
Article 7.1 its members undertake not to act in order to obtain an
individual blocking set of Company shares amounting to more that 25%+1
common shares.
Notices
11.1 Any notice or communication sent in accordance herewith shall be made in
writing and signed by or on behalf of the sender and may be delivered in
person or by courier to the address specified in Article 11.2 (or to
other addresses of which each Party may give the other Party prior
notice in writing). Any notice or communication sent by courier shall be
deemed received as of the moment of its delivery by the courier (or, if
delivered on a date which is not a business day, on the next business
day); if a notice sent by courier is received after 6 p.m. on a business
day or is received on a day other than a business day such notice or
communication shall be deemed received at 9 a.m. on the next business
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day. For the purposes of this Article references to any hour shall be
references to the local hours in the country/region of the addressee.
11.2 For the purposes of Article 11.1 the Parties shall have the following
addresses and fax numbers:
(a) Initial Shareholders (c/o Rostelecom):
Address: 5 ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇ (▇▇▇) ▇▇▇-▇▇-▇▇
Attention: General Director
(b) OAO RTC-LEASING:
Address: ▇▇-▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇ (▇▇▇) ▇▇▇-▇▇-▇▇
Attention: General Director
(c) Consortium (c/o Gamma):
Address: ▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇ (▇▇▇) ▇▇▇-▇▇-▇▇
Attention: General Director
11.3 All notices or communications made in accordance or in connection
herewith shall be in Russian.
Amendments
12. Any amendments or additions hereto shall only be valid if made in
writing and signed by each of the Parties.
Term of Agreement
13. This Agreement shall be valid for an indefinite term.
Counterparts
14. This Agreement is made in seven (7) counterparts, one counterpart per
Party.
Language of Agreement
15. This Agreement is made in the Russian language.
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Applicable Law
16.1 This Agreement shall be governed under the laws of the Russian
Federation.
Settlement of Disputes
17. Any disputes that may arise with respect to this Agreement or in
connection herewith shall be settled in the Moscow City Arbitrazh Court.
Signatures of the Parties
[signature]
S.I. Kuznetsov
General Director, Rostelecom
[seal of Rostelecom]
[signature]
A.A. Nedbai
General Director, NPF Rostelecom-Garantia
[seal of NPF]
[signature]
▇.▇. ▇▇▇▇▇▇▇▇
General Director, RTC-LEASING
[seal of RTC-LEASING]
[signature]
▇.▇. ▇▇▇▇▇▇▇
Chairman of the Board, CJSC North-West Telcombank
[seal of North-West Telecombank]
[signature]
D.A. Milovantsev
Director, NP Centre for Research into
Telecommunications Development Problems
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[seal of NP Centre for Research into
Telecommunications Development Problems]
[signature]
S.V. Povarenkin
Chairman of the Board, LLC CB Russian Industrial Bank
[seal of RIB]
[signature]
▇.▇. Gerkusov
General Director, CJSC Gamma-Invest
[seal of ZAO Gamma-Invest]
[signature]
A.B. Chastukhin
General Director, CJS KFP-Finance
[seal of KFP-Finance]
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ANNEX 1
Purchase and Sale Agreement
THIS SHARE PURCHASE AND SALE AGREEMENT (hereinafter, "Agreement") is made on
________________ 200___ and in the City of Moscow, Russian Federation.
By and among:
(1) Open Joint Stock Company of Long Distance and International Communications
Rostelecom, located at: ▇, ▇▇.▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with
the Moscow Registration Chamber on September 23, 1993, registration number
021.833, represented by General Director S.I. Kuznetsov acting on the basis
of Charter (hereinafter, "Rostelecom");
Non-Governmental Pension Fund Rostelecom-Garantia, located at ▇,
▇▇.▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with the Moscow Registration
Chamber on June 6, 1996, registration number 139, represented by General
Director A.A. Nedbai who is acting on the basis of Charter (hereinafter,
"NPF");
(hereinafter jointly referred to as the "Initial Shareholders") as the party on
the first part hereunder within the context of Article 308 of the Russian
Federation Civil Code;
(2) Open Joint Stock Company RTC-LEASING located at: ▇, ▇▇.▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, registered with the Moscow Registration Chamber on April 25, 1996,
registration number 060.795, represented by General Director ____________
who is acting under the Charter (hereinafter, "Company"); and
(3) Closed Joint Stock Company North-West Telecombank located at: ▇▇, ▇▇▇▇▇▇
▇▇▇., ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, registered with the Russian Federation
Central Bank on March 23, 2000, registration number 168, represented by
____________, Chairman of the Management Board of the Bank, who is acting
under the Charter (hereinafter, "Telecombank");
Non-Commercial Partnership Center for Research Into Telecommunications
Development Problems, located at: ▇▇-▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
registered with the Moscow Registration Chamber on April 23, 2001,
registration number 002.041.624, represented by its Director ____________
who is acting under the Charter (hereinafter, "Partnership");
Limited Liability Company CB Russian Industrial Bank, located at:
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with the Moscow
Registration Chamber on February 14, 1995, registration number 036.055,
represented by ____________, Chairman of the Management Board of the Bank,
who is acting under the Charter (hereinafter, "RIB");
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Closed Joint Stock Company "GAMMA-Invest", located at: ▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, registered with the Registration Chamber of
Saint-Petersburg on July 12, 1994, registration number 6194, represented by
General Director ____________ who is acting under the Charter (hereinafter,
"Gamma");
and
Closed Joint Stock Company KFP-FINANCE, located at: ▇▇-▇
▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, registered with the Moscow Registration
Chamber on 20 March, 2001, registration number 001.019.069, represented by
General Director ____________ who is acting under the Charter (hereinafter,
"KFP");
(hereinafter jointly referred to as the "Consortium"), acting as the party on
the second part hereunder in the context of Article 308 of the Russian
Federation Civil Code;
hereinafter jointly referred to as the "Parties" and individually as "Party".
The Parties agreed as follows:
1. Definitions and Interpretation
1.1 All the terms defined in the Shareholders Agreement entered into by the
Parties and dated September 3, 2001 (hereinafter, "Shareholders Agreement")
shall have the same meanings in this Agreement unless the context requires
otherwise.
1.2 The headings and numbers of the articles hereof and the sequence of their
presentation shall be used for convenience only and shall not affect the
interpretation hereof.
1.4 If used in the singular or in the plural, the terms interpreted in
Articles 1.1 shall have the same meanings unless the context requires otherwise.
1.5 Reference to a specific article or annex shall mean a reference to all its
provisions (terms). Reference to a specific article or annex shall be
interpreted as a reference to an article of this Agreement or an annex hereto
unless the context requires otherwise.
2. Subject of Agreement
2.1 This Agreement shall be the main agreement (for the purposes of Article 429
of the Russian Federation Civil Code) with respect to the preliminary agreement
contained in Article 10.2 of the Shareholders Agreement.
2.2 Under the terms hereof the Consortium shall transfer title to all the shares
of the Additional Issue to the Initial Shareholders and the Initial Shareholders
shall accept the said shares from the Consortium and pay to the Consortium the
price equal to the sum of the par value of the total number of common registered
shares of the Company placed under the Additional Issue title to which is
transferred to the Initial Shareholders on the terms hereof.
3. Transfer of Title to the Additional Issue
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3.1 The Consortium shall, within three (3) business days of the entry of this
Agreement into force, deliver, to the keeper of the Register of Shareholders of
the Company, transfer instructions in a form acceptable to the keeper of the
Register of Shareholders of the Company, to register the shares comprising the
Additional Issue in the individual account of one or both Initial Shareholders
(at the discretion of the latter) in accordance with the procedure established
by the Russian Federation Federal Commission for Securities Market.
4. Price Payment Procedure
4.1 The price of the Additional Issue Shares shall be paid by bank transfer in
Russian Federation Rubles to any of the bank accounts of any of the Consortium
members opened as of the payment date in banks in the Russian Federation.
4.2 The Initial Shareholders shall, within three (3) business days of the date
this Agreement enters into force, pay to the Consortium the price provided for
under Article 2.2.
4.3 The obligations of the Initial Shareholders and the members of the
Consortium under this Article 4 shall be joint and several within the context of
Article 322 of the Russian Federation Civil Code.
5. Miscellaneous
5.1 This Agreement shall enter into force upon performance of all the terms
listed below:
(1) the relevant governing bodies of each Party have decided to enter into
this Agreement.
(2) all the necessary approvals, permits and prior consents of
governmental bodies have been approved if the procedure established
under applicable law is to be applied to the making and performance of
this Agreement.
The first business day following the Date as of which the terms specified in
this section are deemed performed shall be the Date of entry of this Agreement
into force.
5.2 This Agreement is made in seven (7) counterparts, one (1) counterpart per
Party, each counterpart having equal validity.
5.3 This Agreement is made in the Russian language and shall be governed in
accordance with the laws of the Russian Federation.
5.4 Any disputes which may arise out of or in connection with this Agreement
shall be settled in the Moscow City Arbitrazh Court.
6. Signatures of the Parties
General Director
Rostelecom
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General Director
NPF Rostelecom-Garantia
General Director
RTC-Leasing
Chairman of the Board
North-West Telecombank
Director, NP Center for Research
into Telecommunications Development Problems
Chairman of the Board
CB Russian Industrial Bank
General Director
Gamma-Invest
General Director
KFP-Finance
