(RUSSIAN TEXT) SHARE PURCHASE AGREEMENT NO. AV-01
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 ▇▇ ▇▇▇▇▇▇ ▇-▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ (the "Issuer") and Eco
Telecom Limited, a company organized and existing
under the laws of Gibraltar (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, five million one hundred fifty
thousand (5,150,000) registered shares of common
stock of the Issuer, with a nominal value of 0.5
kopecks per share, registration No. 1-08-00027-A,
registration date September 12, 2001 (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 Telenor East
Invest (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.
(RUSSIAN TEXT) 4. PRICE
The Price of Shares' placement shall be US$ 20
(Twenty US Dollars) per share.
The total purchase price of the Shares shall be
US$ 103,000,000 (One Hundred Three Million US
Dollars).
5. SETTLEMENTS
All settlements under this Agreement shall be made
in US dollars according to the procedure
established by Russian law. If Russian law
prohibits making such settlements in US dollars,
all settlements 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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(RUSSIAN TEXT) 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/ ▇▇ ▇▇▇▇▇▇
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Name: ▇▇ ▇▇▇▇▇▇
Title: General Director and CEO
By /s/ ▇▇▇▇▇▇▇▇ ▇. BYCHENKOV
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Name: ▇▇▇▇▇▇▇▇ ▇. Bychenkov
Title: Chief Accountant
PURCHASER
Eco Telecom Limited
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
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