Exhibit B
Conformed Copy
SHARE PURCHASE AGREEMENT OT-01
This Share Purchase Agreement (this "Agreement") is entered into in the
city of Moscow, the Russian Federation, on November 5, 2001, by and between
Telenor East Invest AS, a company organized and existing under the laws of
Norway (the "Purchaser"), and Overture Limited, an exempted limited company
organized and existing under the laws of Bermuda (the "Seller" and, together
with the Purchaser, collectively, the "Parties"). The Parties hereby agree as
follows:
1. Subject of the Agreement
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The Seller agrees to sell to the Purchaser and the Purchaser agrees to
purchase from the Seller ordinary registered shares of stock of Open Joint Stock
Company "Vimpel-Communications", an open joint stock company organized and
existing under the laws of the Russian Federation (the "Issuer"), with its legal
address at 10-12, ▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇. The number of shares
being sold hereunder is 1,233,369 (One Million Two Hundred Thirty Three Thousand
Three Hundred Sixty Nine) ordinary registered shares, with a nominal value of
0.005 rubles per share, Registration No. 73-1-6945 (the "Shares"). The purchase
price of the Shares is US$20 (Twenty US Dollars) per share, amounting to
US$24,667,380 (Twenty Four Million Six Hundred Sixty Seven Thousand Three
Hundred Eighty US Dollars) for all Shares (the "Purchase Price"). The Purchaser
shall pay to the Seller the Purchase Price in US Dollars by wire transfer in
immediately available funds to the Seller's account as specified in Section 10
hereof.
2. Obligations of the Parties and Incorporation of the Share Purchase
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Agreement by Reference
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The purchase of the Shares shall be subject to the terms set forth in the
Share Purchase Agreement dated as of May 30, 2001 between the Seller and the
Purchaser (the "Share Purchase Agreement"). The Share Purchase Agreement is
hereby incorporated into this Agreement by reference and constitutes an
inalienable part of this Agreement. All terms used, but not otherwise defined
herein, shall have the meanings ascribed to them in the Share Purchase
Agreement.
3. Representations and Warranties of the Seller
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The Seller hereby represents and warrants to the Purchaser that the
representations and warranties of the Seller set forth in Section 3.02 of the
Share Purchase Agreement are true and correct.
4. Representations and Warranties of the Purchaser
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The Purchaser hereby represents and warrants to the Seller that the
representations and warranties of the Purchaser set forth in Section 3.01 of the
Share Purchase Agreement are true and correct.
5. Share Transfer
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Concurrently with the execution of this Agreement, (a) the Seller has
delivered to the Purchaser the documents specified in Schedule 1 hereto (to the
extent applicable), together with a duly executed transfer order, as established
by Russian law, substantially in the form attached as Schedule 3 hereto, and (b)
the Purchaser has delivered to the Seller the documents specified in Schedule 2
hereto (to the extent applicable), and duly executed the transfer order provided
earlier by the Seller pursuant to (a) above, in order for the transfer of the
Shares from the Seller to the Purchaser to be registered in the register of
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shareholders of the Issuer.
6. Payment Order
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Concurrently with the execution of this Agreement, the Purchaser has
delivered to the Seller a duly executed payment order for transferring the
Purchase Price to the Seller.
7. Governing Law
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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.
8. Arbitration
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Any and all disputes and controversies arising under, relating to or in
connection with this Agreement shall be settled by arbitration, as provided for
in Section 8.14 of the Share Purchase Agreement.
9. Counterparts and Language
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This Agreement is being executed in both English and Russian, with two
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.
10. Bank Details of the Seller
--------------------------
The Purchase Price shall be transferred by the Purchaser to the following
bank account of the Seller:
Citibank London (SWIFT CITIGB2L)
A/C ▇▇▇▇▇▇▇
PBG London
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F/F/C Overture Limited a/c 308070
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Provide cover: via Citibank New York (SWIFT
▇▇▇▇▇▇▇▇) A/C ▇▇▇▇▇▇▇▇
IN WITNESS WHEREOF, this Share Purchase Agreement has been duly executed
and delivered by each Party hereto this 5th day of November, 2001.
SELLER
Overture Limited
By /s/ ▇. ▇. ▇▇▇▇▇
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Zimin
Director
PURCHASER
Telenor East Invest AS
By /s/ Tron ▇▇▇▇▇
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Tron ▇▇▇▇▇
Attorney-in-Fact
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