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
Contract Type FiledApril 30th, 2010 Company Industry JurisdictionPAGE 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
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 • February 8th, 2010 • VimpelCom Ltd. • New York
Contract Type FiledFebruary 8th, 2010 Company JurisdictionSHARE EXCHANGE AGREEMENT dated as of October 4, 2009 (the “Execution Date”) between and among the legal entities listed on Schedule I hereto (collectively, the “Alfa Parties” and, individually, each an “Alfa Party”) and the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and, individually, each a “Telenor Party” and, together with the Alfa Parties, collectively, the “Parties” and, individually, each a “Party”).