Exhibit A
Conformed Copy
SHARE PURCHASE AGREEMENT No. AV-02
Moscow, Russia November 5, 2001
This Share Purchase Agreement (this "Agreement") is entered into by and
between Open Joint Stock Company "Vimpel-Communications", organized and existing
under the laws of the Russian Federation with its registered office at 00 Xxxxxx
0-Xxxxx, Xxxxxxxx 00, Xxxxxx, Xxxxxx (the "Issuer") and Telenor East Invest AS,
a company organized and existing under the laws of Norway (the "Purchaser" and,
together with the Issuer, collectively, the "Parties"). The Parties hereby agree
as follows:
1. Subject of the Agreement
The Issuer agrees to sell, and the Purchaser agrees to purchase, three
thousand seven hundred forty four (3,744) registered shares of common stock of
the Issuer, with a nominal value of 0.5 kopecks per share, registration No.
73-1-6945, registration date September 6, 1996 (the "Shares").
2. Obligations of the Parties and Incorporation of the Primary Agreement
by Reference
The purchase of the Shares, the payment for the Shares and the transfer
of title to the Shares shall be made according to the terms set forth in the
Primary Agreement dated as of May 30, 2001 between the Issuer, the Purchaser and
Eco Telecom Limited (the "Primary Agreement"). The Primary Agreement is hereby
incorporated into this Agreement by reference and constitutes an inalienable
part of this Agreement as if all the provisions thereof, including, among
others, all the substantial terms such as the price for the Shares, procedure
for payment of the Shares and transfer of title to the Shares, were restated
herein in full, except Section 2.01(b), which shall not be incorporated into
this Agreement.
3. Share Transfer
Concurrently with the execution of this Agreement, the Issuer shall
execute a share transfer order, as established by Russian law and required by
the Registrar (the "Transfer Order"). The Issuer shall deliver a duly executed
Transfer Order to the Registrar in order for the transfer of the Shares from the
Issuer to the Purchaser to be registered in the share registry of the Issuer.
4. Price
The Purchase Price of the Shares shall be US$ 20 (Twenty US Dollars)
per share.
The total purchase price of the Shares shall be US$ 74,880 (Seventy
Four Thousand Eight Hundred Eighty US Dollars).
5. Settlements
All settlements under this Agreement shall be made in rubles at the
Central Bank exchange rate effective on the date prior to the date of
settlements.
6. Governing Law
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, United States of America without giving
effect to any conflicts of laws principles thereof which would result in the
application of the laws of another jurisdiction.
7. Arbitration
Any and all disputes and controversies arising under, relating to or in
connection with this Agreement shall be settled by arbitration as provided in
Section 13.11 of the Primary Agreement.
8. Counterparts and Language
This Agreement is being executed in seven originals, and the Parties
agree that in the event of a discrepancy between the English and the Russian
language versions, the English language version shall prevail.
9. Term
This Agreement shall be effective from the day of its execution by the
Parties and shall continue in full force and effect until the Parties have
performed their respective obligations.
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IN WITNESS WHEREOF, this Share Purchase Agreement has been duly executed
and delivered by each Party hereto this 5th day of November, 2001.
ISSUER
Open Joint Stock Company
"Vimpel-Communications"
By /s/ Xx Xxxxxx
-------------
Name: Xx Xxxxxx
Title: General Director and CEO
By /s/ Xxxxxxxx X. Bychenkov
-------------------------
Name: Xxxxxxxx X. Bychenkov
Title: Chief Accountant
PURCHASER
Telenor East Invest AS
By /s/ Tron Xxxxx
---------------
Name: Tron Xxxxx
Title: Attorney-in-Fact
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