Telenor acquires 234,000,000 VimpelCom preferred shares from Weather Investments II and withdraws arbitration claim

(Fornebu, Norway — 15 February 2012) — Telenor has purchased 234,000,000 VimpelCom preferred shares from Weather Investments II S.a.r.l. ("Weather"), for US$374,400,000, thereby increasing Telenor’s voting share in VimpelCom ЛТД. to 36.36 %, subject to adjustment arising under certain put and call arrangements. Weather is the investment vehicle through which Mr. Naguib Sawiris and светло синий family hold their interests in VimpelCom ЛТД. ("VimpelCom").

In connection with the transaction, Telenor has withdrawn all its claims against Altimo Holdings & Investments ЛТД., Altimo Cooperatief U.A. and VimpelCom ЛТД. in the pending arbitration proceeding, and will work to expand the VimpelCom Board to eleven members. Telenor’s withdrawal of its claims will result in the termination of the VimpelCom shareholders agreement.

"This transaction takes Telenor to approximately the same voting position as a successful outcome of the arbitration process would have achieved, and is therefore a commercial solution we are happy with," said Jon Fredrik Baksaas, Telenor’s CEO. "The withdrawal of the arbitration claim will prevent further dilution of the VimpelCom shareholders, and it will enable a more normal corporate governance situation in VimpelCom. We will work to expand the VimpelCom Board to eleven members. Together with the other shareholders we will continue our contribution to the industrial development of VimpelCom as we always have done."

"I am very happy about this transaction which will allow Weather to participate actively in the Supervisory Board of светло синий, will foster improved corporate governance of the company and ensure a better focus of the management on industrial issues in a context in which the existing disputes among the key shareholders have been resolved," said Naguib Sawiris.

Simultaneously with Telenor’s purchase of VimpelCom preferred shares from Weather, Telenor and Weather have entered into certain put and call arrangements regarding the remaining 71,000,000 VimpelCom preferred shares held by Weather.

Set out below are the shareholdings in VimpelCom before and after the transaction (prior to any adjustments arising under the put and call arrangements referred to above):

VimpelCom Shareholdings before Transaction

Holder

Common
Shares

Percent

Common

Preferred
Shares

Total
Voting Shares

Percent
Votes

Telenor

515,578,840

31.67%

—

515,578,840

25.01%

Altimo

510,461,800

31.35%

4,932,000

515,393,800

25.00%

Bertofan

—

—

123,600,000

123,600,000

5.99%

Weather

305,803,396

18.78%

305,000,000

610,803,396

29.63%

Minorities

296,355,099

18.20%

—

296,355,099

14.37%

Total

1,628,199,135

100.00%

433,532,000

2,061,731,135

100.00%

VimpelCom Shareholdings after Transaction

Holder

Common
Shares

Percent
Common

Preferred
Shares

Total

Voting Shares

Percent
Votes

Telenor

515,578,840

31.67%

234,000,000

749,578,840

36.36%

Altimo

510,461,800

31.35%

4,932,000

515,393,800

25.00%

Bertofan

—

—

123,600,000

123,600,000

5.99%

Weather

305,803,396

18.78%

71,000,000

376,803,396

18.28%

Minorities

296,355,099

18.20%

—

296,355,099

14.37%

Total

1,628,199,135

100.00%

433,532,000

2,061,731,135

100.00%

Telenor has filed with the US Securities and Exchange Commission an amendment to Telenor’s filing on Schedule 13D with respect to VimpelCom, attached to which are copies of the share purchase agreement and the option agreement between Telenor and Weather. Free copies of such documents can be obtained at the SEC’s website at www.sec.gov.

© Алексей Бойко, Сообщество 4G, MForum.ru