0000950123-11-026359.txt : 20110317 0000950123-11-026359.hdr.sgml : 20110317 20110317151220 ACCESSION NUMBER: 0000950123-11-026359 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110317 DATE AS OF CHANGE: 20110317 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: 11694967 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 u10822sc13dza.htm SC 13D/A sc13dza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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 17, 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.

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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

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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

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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

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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

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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

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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

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SCHEDULE 13D
Item 1. Security and Issuer
     This Amendment No. 10 (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”).

 

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     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

 

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     (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

 

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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

 

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     (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

 

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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
 
        
Oddvar Hesjedal
(Bærum, Norway)
  Norway   Executive Vice President and Head of Group People Development of Telenor ASA

 

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     (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 17, 2011, Telenor ASA issued a press release, a copy of which is attached hereto as Exhibit 99.1.
     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.

 

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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 17, 2011.

 

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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 17, 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 u10822exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
Telenor remains committed to VimpelCom Ltd. following vote in Special General Meeting
(Fornebu, 17 March 2011) Following the decision in VimpelCom Ltd.’s Special General Meeting of shareholders, approving the creation and issuance of new shares in connection with the Wind Telecom transaction, Telenor reconfirms its continued commitment to the future prosperity of VimpelCom.
“Telenor acknowledges that a majority of the shareholders, as expected, have decided to carry out the acquisition. That said, we note that almost 60 per cent of the unaffiliated shareholders voted against the proposed resolutions, leading to a narrow, overall margin of victory for the supporters of the deal. In particular, if Altimo’s additional voting rights (through the preferred shares it holds) are excluded, a clear majority of 51.5 per cent of the total economic interests in VimpelCom said no to the deal,” said Telenor Group spokesman Dag Melgaard.
“Even though we believe VimpelCom would have been better off without this deal, we will now continue to work in the best interest of VimpelCom and its shareholders, as well as to help ensure that management eventually deliver positive results from both the existing and the newly acquired operations,” said Melgaard.
Telenor will continue to pursue its arbitration proceedings in London to secure the pre-emptive rights it was deprived of as a result of the Wind transaction. “We remain confident that we will prevail in the arbitration and that our pre-emptive rights will be properly reinstated,” said Melgaard.
Contact
Dag Melgaard, Communication Manager, Telenor Group.

Tel.: (+47) 901 92 000, e-mail:dag.melgaard@telenor.com