sc13dza

0000950123-11-020584.txt : 20110301 0000950123-11-020584.hdr.sgml : 20110301 20110301153553 ACCESSION NUMBER: 0000950123-11-020584 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110301 DATE AS OF CHANGE: 20110301 GROUP MEMBERS: TELENOR ASA GROUP MEMBERS: TELENOR EAST INVEST AS GROUP MEMBERS: TELENOR MOBILE COMMUNICATIONS AS GROUP MEMBERS: TELENOR MOBILE HOLDING AS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VimpelCom Ltd. CENTRAL INDEX KEY: 0001468091 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85442 FILM NUMBER: 11651352 BUSINESS ADDRESS: STREET 1: SOM 2 BLD., FLOOR 2 STREET 2: CLAUDE DEBUSSYLAAN 15 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MC BUSINESS PHONE: 31 20 79 77 200 MAIL ADDRESS: STREET 1: SOM 2 BLD., FLOOR 2 STREET 2: CLAUDE DEBUSSYLAAN 15 CITY: AMSTERDAM STATE: P7 ZIP: 1082 MC FORMER COMPANY: FORMER CONFORMED NAME: New Spring Co Ltd. DATE OF NAME CHANGE: 20090709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Telenor East Holding II AS CENTRAL INDEX KEY: 0001508271 IRS NUMBER: 000000000 STATE OF INCORPORATION: Q8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SNAR?YVEIEN 30 CITY: FORNEBU STATE: Q8 ZIP: N-1331 BUSINESS PHONE: 47 67 89 2547 MAIL ADDRESS: STREET 1: SNAR?YVEIEN 30 CITY: FORNEBU STATE: Q8 ZIP: N-1331 SC 13D/A 1 u10748sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

VIMPELCOM LTD.

(Name of Issuer)

Common Shares, par value US$0.001 per share

(Title of Class of Securities)

92719A 10 6**

(CUSIP Number)

**CUSIP number of American Depositary Shares listed on the New York Stock Exchange. The Common
Shares are not publicly traded.

Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
47-67-89-2547

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 1, 2011

(Date of Event which Requires Filing
of this Statement)

Copy to:

Peter O’Driscoll
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
England
44-20-7862-4600

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page will be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this “cover page” shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 92719A 10 6 (ADSs)

1. Name of Reporting Person:
Telenor East Holding II AS I.R.S. Identification Nos. of above persons (entities only):
000-00-0000

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A

6. Citizenship or Place of Organization:
Norway

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
515,578,840

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
515,578,840

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
515,578,840

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)

14. Type of Reporting Person (See Instructions):
CO

CUSIP No. 92719A 10 6 (ADSs)

1. Name of Reporting Person:
Telenor Mobile Holding AS I.R.S. Identification Nos. of above persons (entities only):
000-00-0000

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
N/A

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A

6. Citizenship or Place of Organization:
Norway

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
515,578,840⁽¹⁾

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
515,578,840⁽¹⁾

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
515,578,840⁽¹⁾

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)

14. Type of Reporting Person (See Instructions):
CO, HC

(1) The Reporting Person disclaims beneficial ownership of all such securities

CUSIP No. 92719A 10 6 (ADSs)

1. Name of Reporting Person:
Telenor ASA I.R.S. Identification Nos. of above persons (entities only):
98-0387714

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A

6. Citizenship or Place of Organization:
Norway

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
515,578,840

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
515,578,840

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
515,578,840

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)

14. Type of Reporting Person (See Instructions):
CO, HC

CUSIP No. 92719A 10 6 (ADSs)

1. Name of Reporting Person:
Telenor Mobile Communications AS I.R.S. Identification Nos. of above persons (entities only):
000-00-0000

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A

6. Citizenship or Place of Organization:
Norway

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
-0-

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
-0-

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
-0-

14. Type of Reporting Person (See Instructions):
CO

CUSIP No. 92719A 10 6 (ADSs)

1. Name of Reporting Person:
Telenor East Invest AS I.R.S. Identification Nos. of above persons (entities only):
000-00-0000

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A

6. Citizenship or Place of Organization:
Norway

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
-0-

8. Shared Voting Power:
-0-

9. Sole Dispositive Power:
-0-

10. Shared Dispositive Power:
-0-

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
-0-

14. Type of Reporting Person (See Instructions):
CO

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 4. Purpose of the Transaction
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EX-99.1

SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 7 (this “Amendment”) to the statement on Schedule 13D (as amended by this Amendment, this “Statement”) relates to the common shares, par value US$0.001 per share (the “Common Shares”), of VimpelCom Ltd., a company organized under the laws of Bermuda. The principal business address of VimpelCom Ltd. is Claude Debussylaan 15, 1082 MC, Amsterdam, the Netherlands, and its business telephone number is +31 20 301 2240.

Except as provided herein, this Amendment does not modify any of the information previouly reported in this Statement.

Item 2. Identity and Background

This Statement is being filed jointly by Telenor East Holding II AS (referred to herein as “Telenor East Holding”), Telenor Mobile Holding AS (referred to herein as “Telenor Mobile Holding”), Telenor ASA, Telenor Mobile Communications AS (referred to herein as “Telenor Mobile”) and Telenor East Invest AS (referred to herein as “Telenor East,” and together with Telenor East Holding, Telenor Mobile Holding, Telenor ASA and Telenor Mobile, collectively, the “Reporting Persons”).

TELENOR EAST HOLDING II AS

	(a)		Telenor East Holding II AS, a corporation formed under the laws of Norway.

	(b)		Snarøyveien 30 N-1331 Fornebu Norway

	(c)		Telenor East Holding is engaged principally in the business of investing in the telecommunications industry outside of Norway.

	(d)		During the last five years, Telenor East Holding has not been convicted in a criminal proceeding.

	(e)		During the last five years, Telenor East Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST HOLDING II AS

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor East Holding. The business address of each of such persons is Telenor East Holding II AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

DIRECTORS OF TELENOR EAST HOLDING II AS


Name and Residential Address	Citizenship	Present Principal Occupation
Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; Member of the Board of Telenor East; and Member of the Board of VimpelCom Ltd.

Bjørn Magnus Kopperud (Drammen, Norway)	Norway	Deputy Head of Telenor Central and Eastern Europe

Bjørn Hogstad (Oslo, Norway)	Norway	Attorney, Group Legal, Telenor ASA; Member of the Board of Telenor East

EXECUTIVE OFFICERS OF TELENOR EAST HOLDING II AS


Name and Residential Address	Citizenship	Present Principal Occupation
Bjørn Hogstad (Oslo, Norway)	Norway	Managing Director of Telenor East Holding; Attorney, Group Legal, Telenor ASA; Member of the Board of Telenor East

(d) During the last five years, none of the above executive officers and directors of Telenor East Holding has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor East Holding was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR MOBILE HOLDING AS

	(a)		Telenor Mobile Holding AS, a corporation formed under the laws of Norway.

	(b)		Snarøyveien 30 N — 1331 Fornebu Norway

(c) Telenor Mobile Holding is engaged principally in the development of and investment in the field of telecommunications through direct and indirect ownership of companies and entering into agreements relating to telecommunications.

(d) During the last five years, Telenor Mobile Holding has not been convicted in a criminal proceeding.

(e) During the last five years, Telenor Mobile Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS

(f) (a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor Mobile Holding. The business address of the directors and executive officers is Telenor Mobile Holding, c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

DIRECTORS OF TELENOR MOBILE HOLDING AS


Name and Residential Address	Citizenship	Present Principal Occupation

Jon Fredrik Baksaas (Sandvika, Norway)	Norway	President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.

Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.

Berit Svendsen (Oslo, Norway)	Norway	Chief Executive Officer of Conax AS


Name and Residential Address	Citizenship	Present Principal Occupation

Morten Fallstein (Oslo, Norway)	Norway	Employee Representative

Roger Rønning (Oslo, Norway)	Norway	Employee Representative

Helge Enger (Oslo, Norway)	Norway	Employee Representative

EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS


Name and Residential Address	Citizenship	Present Principal Occupation

Jon Fredrik Baksaas (Sandvika, Norway)	Norway	President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.

(d) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR ASA

	(a)		Telenor ASA, a corporation formed under the laws of Norway.

	(b)		Snarøyveien 30 N — 1331 Fornebu Norway

(c) Telenor ASA is engaged principally in the business of production and supply of services in the fields of telecommunications, data services and media distribution.

(d) During the last five years, Telenor ASA has not been convicted in a criminal proceeding.

(e) During the last five years, Telenor ASA was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor ASA was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor ASA. The business address of each of such persons is c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

DIRECTORS OF TELENOR ASA


Name and Residential Address	Citizenship	Present Principal Occupation

Harald Johan Norvik (Nesoddangen, Norway)	Norway	Strategic Advisor at Econ Pöyry; Chairman of the Boards of H.Aschehoug & Co and Midelfart Sonesson AB; Member of the Boards of ConocoPhillips, Petroleum Geo-Services ASA and OCAS AS; and Chairman of the Board of Telenor ASA

John Giverholt (Asker, Norway)	Norway	Chief Financial Officer of Ferd AS

Barbara Rose Milian Thoralfsson (Stabekk, Norway)	USA	Director at Fleming Invest AS; Member of the Boards of Electrolux AB, Svenska Cellulosa Aktiebolaget SCA AB, Storebrand ASA, Fleming Invest AS, Stokke AS, Tandberg ASA and Norfolier AS

Kjersti Kleven (Ulsteinvik, Norway)	Norway	Joint-owner of John Kleven AS and Chairman of the Board of Kleven Maritime AS; Member of the Board of Directors of Ekornes ASA and Jebsens Rederi AS

Olav Volldal (Kongsberg, Norway)	Norway	Chief Executive Officer of Kongsberg Automotiv Holding ASA; and Member of the Boards of Elopak AS, Ulefos NV AS, Cappelen Holding and NCE Kongsberg


Name and Residential Address	Citizenship	Present Principal Occupation

Sanjiv Ahuja (London, United Kingdom)	USA	Chairman of Augere Holdings (Netherlands) BV

Liselott Kilaas (Oslo, Norway)	Norway	Managing Director of Aleris ASA; and Member of the Boards of the Central Bank of Norway, IM Skaugen AS and Adresseavisen

Dr. Burckhard Bergmann (Essen, Germany)	Germany	Member of the Boards of Allianz Lebensversicherungs AG, MAN Ferrostaal AG, Gazprom, NordStream, E.ON Energie AG, Accumulatorenwerke Hoppecke and Jaeger Beteiligungsgesellschaft mbH & Co KG

Bjørn Andre Anderssen (Gol, Norway)	Norway	Employee Representative

Harald Stavn (Kongsberg, Norway)	Norway	Employee Representative

Brit Østby Fredriksen (Drøbak, Norway)	Norway	Employee Representative

EXECUTIVE OFFICERS OF TELENOR ASA


Name and Residential Address	Citizenship	Present Principal Occupation

Jon Fredrik Baksaas (Sandvika, Norway)	Norway	President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.

Richard Olav Aa (Ruglandveien, Norway)	Norway	Executive Vice President and Chief Financial Officer of Telenor ASA

Sigve Brekke (Bangkok, Thailand)	Norway	Executive Vice President of Telenor ASA and Head of Telenor in Asia

Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.

Morten Karlsen Sørby (Hammaro, Sweden)	Norway	Executive Vice President of Telenor ASA and Head of Corporate Development

Kristin Skogen Lund (Oslo, Norway)	Norway	Executive Vice President and Head of Telenor Nordic Operations

Ingvald Fergestad (Oslo, Norway)	Norway	Executive Vice President and Head of Group People Development of Telenor ASA

(d) During the last five years, none of the above executive officers and directors of Telenor ASA has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor ASA has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR MOBILE COMMUNICATIONS AS

	(a)		Telenor Mobile Communications AS, a corporation formed under the laws of Norway.

	(b)		Snarøyveien 30 N – 1331 Fornebu Norway

	(c)		Telenor Mobile is engaged principally in the business of investing in the field of telecommunications and entering into agreements relating to telecommunications.

	(d)		During the last five years, Telenor Mobile has not been convicted in a criminal proceedings.

	(e)		During the last five years, Telenor Mobile was not a party to a civil proceedings of a judicial or administrative body as a result of which Telenor Mobile was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE COMMUNICATIONS AS

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor Mobile. The business address of each of such persons is Telenor Mobile Communications AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

DIRECTORS OF TELENOR MOBILE COMMUNICATIONS AS


Name and Residential Address	Citizenship	Present Principal Occupation

Pål Wien Espen (Oslo, Norway)	Norway	Chairman of the Board of Telenor Mobile; and General Counsel of Telenor ASA

Knut Giske (Bærum, Norway)	Norway	Senior Vice President and Group Controller of Telenor ASA

Martha Takvam (Asker, Norway)	Norway	Managing Director of Telenor Eiendom Holding AS

EXECUTIVE OFFICERS OF TELENOR MOBILE COMMUNICATIONS AS


Name and Residential Address	Citizenship	Present Principal Occupation

Ragnar Korsaeth (Oslo, Norway)	Norway	Executive Vice President of Telenor ASA and Head of Global Coordination; and Chief Operating Officer of Telenor Mobile

(d) During the last five years, none of the above executive officers and directors of Telenor Mobile has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor Mobile was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR EAST INVEST AS

	(a)		Telenor East Invest AS, a corporation formed under the laws of Norway.

	(b)		Snarøyveien 30 N — 1331 Fornebu Norway

(c) Telenor East is engaged principally in the business of investing in the telecommunications industry outside of Norway.

(d) During the last five years, Telenor East has not been convicted in a criminal proceeding.

(e) During the last five years, Telenor East was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST INVEST AS

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor East. The business address of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

DIRECTORS OF TELENOR EAST INVEST AS


Name and Residential Address	Citizenship	Present Principal Occupation

Jan Edvard Thygesen (Nesbru, Norway)	Norway	Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.

Gunn Margrethe Ringøen (Oslo, Norway)	Norway	Senior Business Manager of Telenor ASA and Chief Executive Officer of Telenor East

Bjørn Hogstad (Oslo, Norway)	Norway	Attorney, Group Legal, Telenor ASA

EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS


Name and Residential Address	Citizenship	Present Principal Occupation

Gunn Margrethe Ringøen (Oslo, Norway)	Norway	Senior Business Manager of Telenor ASA

(d) During the last five years, none of the above executive officers and directors of Telenor East has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor East was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of the Transaction

On March 1, 2011, Telenor ASA issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety.

The Reporting Persons may also, from time to time, formulate other plans or proposals regarding VimpelCom Ltd. or its securities to the extent deemed advisable in light of market conditions, subsequent developments affecting VimpelCom Ltd., the general business and future prospects of VimpelCom Ltd., tax considerations, or other factors.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The Reporting Persons may, from time to time in the future, enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of VimpelCom Ltd., which transactions may be significant in amount. These arrangements do not and will not give the Reporting Persons voting or investment control over the securities of VimpelCom Ltd. to which these transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any such securities.

Except as provided in the documents described in this Statement or as set forth in this Item 6, none of the Reporting Persons, and to the best of each Reporting Person’s knowledge, none of the persons identified in Item 2 of this Statement has entered into any contracts, arrangements, understandings or relationship (legal or otherwise) with any person with respect to any securities of VimpelCom Ltd., including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits


99.1		Press release of Telenor ASA, dated March 1, 2011.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct and that such Statement, as amended hereby, is true, complete and correct.

Dated: March 1, 2011


TELENOR EAST HOLDING II AS
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact


TELENOR MOBILE HOLDING AS
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact


TELENOR ASA
By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact

TELENOR MOBILE COMMUNICATIONS AS

By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact

TELENOR EAST INVEST AS

By	/s/ Bjørn Hogstad
	Name:	Bjørn Hogstad
	Title:	Attorney-in-fact

EX-99.1 2 u10748exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

VimpelCom, Altimo, Telenor and Weather Give Undertakings to the Court in Substitute for an Injunction and Supporting Telenor’s Right to Receive Pre-emptive Right Shares if its Arbitration Claim is Successful

(Fornebu, Norway — 1 March 2011) VimpelCom Ltd., Altimo Holdings & Investments Ltd., Telenor and Weather Investments II S.à.r.l., the principal shareholder of Wind Telecom S.p.A., today gave undertakings to the Commercial Court in London in order to avoid an injunction being granted. By the undertakings, VimpelCom, Altimo and Weather have agreed to take all necessary actions to cause Telenor’s pre-emptive right shares to be promptly issued if the arbitration tribunal grants an award in Telenor’s favor.

These undertakings have the same force as an injunction in England, and any breach of the undertakings would be a contempt of Court. Telenor commenced an arbitration proceeding on 28 January 2011 against VimpelCom and Altimo under the VimpelCom Shareholders Agreement in order to protect Telenor’s pre-emptive rights in the context of VimpelCom’s proposed acquisition of Wind Telecom. Telenor petitioned the Court to provide injunctive relief to protect its voting stake in VimpelCom pending completion of the arbitration proceedings and to ensure that an arbitral award in Telenor’s favor can be enforced (as further discussed in Telenor’s press releases of 31 January 2011 and 7 February 2011).

VimpelCom, Altimo, Telenor and Weather also gave undertakings to the Court, conditioned on the arbitration tribunal granting an award in Telenor’s favor, that Telenor be awarded damages in the amount of lost dividends on the pre-emptive right shares, which amount can be set off against Telenor’s purchase price for the pre-emptive right shares. Further, during a one-year period from today (or such other period as the arbitration tribunal will determine), the following undertakings were given:

	•		Altimo agreed that it would not to take any action, including transferring its shares, that would cause Telenor and Altimo’s combined voting percentage in VimpelCom to fall below a simple majority;

	•		Telenor agreed that it would not transfer its VimpelCom shares; and

	•		VimpelCom, Altimo and Telenor agreed not to undertake, or cause VimpelCom to undertake, any acquisition, M&A Transaction, share issuance or other action that would dilute Telenor below 25% or that would cause Telenor and Altimo’s combined ownership to fall below a simple majority of VimpelCom’s voting shares, provided that Telenor has exercised all rights available to it under the VimpelCom Shareholders Agreement to maintain its voting stake in VimpelCom.

VimpelCom, Telenor and Altimo also agreed to enact stop-orders on Telenor and Altimo’s shares on VimpelCom’s share register in order to ensure compliance with the agreed transfer restrictions.

“Telenor is pleased with the Court’s determination to accept undertakings from VimpelCom, Altimo and Weather, which stand in place of an injunction and which we believe will ensure Telenor is able to enforce any arbitration award in its favor and, ultimately, receive the pre-emptive right shares to which it is entitled. Telenor remains confident that the arbitration tribunal will recognize Telenor’s right to receive the pre-emptive right shares if VimpelCom’s proposed acquisition of Wind Telecom is completed,” said Telenor spokesman Dag Melgaard.

Contact:

Dag Melgaard, Communication Manager, Telenor Group
tel: +47 901 92 000
e-mail: dag.melgaard@telenor.com

Telenor Group is an international provider of tele, data and media communication services. Telenor Group has mobile operations in 11 markets in the Nordic region, Central and Eastern Europe and in Asia, as well as an economic stake of 39.6 per cent in VimpelCom Ltd., operating in 10 markets. Headquartered in Norway, Telenor Group is one of the world’s major mobile operators with 203 million mobile subscriptions (111 million in consolidated operations and 92 million in VimpelCom Ltd per Q4 2010), revenues in 2010 of NOK 95 billion, and a workforce of approximately 33,200 employees. For more information about Telenor Group, please visit www.telenor.com.

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CUSIP No. 92719A 10 6 (ADSs)

	1.	Name of Reporting Person: Telenor East Holding II AS			I.R.S. Identification Nos. of above persons (entities only): 000-00-0000

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A

	6.	Citizenship or Place of Organization: Norway

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 515,578,840

			8.	Shared Voting Power: -0-

			9.	Sole Dispositive Power: 515,578,840

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 515,578,840

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)

	14.	Type of Reporting Person (See Instructions): CO


CUSIP No. 92719A 10 6 (ADSs)

	1.	Name of Reporting Person: Telenor Mobile Holding AS			I.R.S. Identification Nos. of above persons (entities only): 000-00-0000

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A

	6.	Citizenship or Place of Organization: Norway

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 515,578,840⁽¹⁾

			8.	Shared Voting Power: -0-

			9.	Sole Dispositive Power: 515,578,840⁽¹⁾

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 515,578,840⁽¹⁾

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)

	14.	Type of Reporting Person (See Instructions): CO, HC


CUSIP No. 92719A 10 6 (ADSs)

	1.	Name of Reporting Person: Telenor ASA			I.R.S. Identification Nos. of above persons (entities only): 98-0387714

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A

	6.	Citizenship or Place of Organization: Norway

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 515,578,840

			8.	Shared Voting Power: -0-

			9.	Sole Dispositive Power: 515,578,840

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 515,578,840

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 39.6% of the outstanding Common Shares (36.0% of the outstanding voting shares)

	14.	Type of Reporting Person (See Instructions): CO, HC


CUSIP No. 92719A 10 6 (ADSs)

	1.	Name of Reporting Person: Telenor East Invest AS			I.R.S. Identification Nos. of above persons (entities only): 000-00-0000

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A

	6.	Citizenship or Place of Organization: Norway

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: -0-

			8.	Shared Voting Power: -0-

			9.	Sole Dispositive Power: -0-

			10.	Shared Dispositive Power: -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: -0-

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): -0-

	14.	Type of Reporting Person (See Instructions): CO