SC 13D

UNITED STATES
SECURITY AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ______)*

VimpelCom Ltd.

(Name of Issuer)

Preferred Shares of Nominal Value $0.001 Each

(Title of Class of Securities)

G9360W 115

(CUSIP Number)

Oleg Kiselev, Strovolou 124, 1st Floor, Flat/Office 103 Nicosia, Cyprus 2042. Tel: +357 22 465 950

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

June 6, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 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 shall 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 to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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.

SEC 1746(3-06)

CUSIP No.

1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). Forrielite Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of Cyprus
		7	SOLE VOTING POWER
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			123,600,000 Shares Preferred Stock
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			123,600,000 Shares Preferred Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	123,600,000 Shares
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)
	28.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	00

Instructions for Cover Page

(1)	Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).
(2)	If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
(3)	The 3rd row is for SEC internal use; please leave blank.

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CUSIP No.

1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only).
	Oleg Kiselev
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Russian
		7	SOLE VOTING POWER
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			123,600,000 Shares Preferred Stock
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			123,600,000 Shares Preferred Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	123,600,000 Shares
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)
	28.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Instructions for Cover Page

(1)	Names and I.R.S. Identification Numbers of Reporting Persons — Furnish the full legal name of each person for whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D” below).
(2)	If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
(3)	The 3rd row is for SEC internal use; please leave blank.

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     Item 1. Security and Issuer.

     This statement on Schedule 13D, filed jointly by the Reporting Persons, relates to the convertible preferred stock, nominal value US$0.001 per share (the “Preferred Stock”) of VimpelCom Ltd. (“VimpelCom”). The address of the principal executive office of VimpelCom is Strawinskylaan 3051, 1077 ZX, Amsterdam, the Netherlands.

     Item 2. Identity and Background.

     Reporting Persons:

     Forrielite Limited:

     (a) Name: Forrielite Limited (“Forrielite”), a company registered in the Republic of Cyprus, registration No. HE 284188.

     (b) Registered address: Strovolou 124, 1st floor, Flat/Office 103, Strovolos, 2042, Nicosia, Cyprus.

     (c) The principal business of Forrielite is to function as a holding company.

     (d) — (e): During the past five years, Forrielite has not (a) been convicted in a criminal proceeding or (b) been a party to any civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which such person 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.

     The sole Director of Forrielite is Menwin Management Limited. Current information concerning the identity and background of the sole Director is as follows:

     (a) Name: Menwin Management Limited

     (b) Address: Strovolou 124, 1st floor, Flat/Office 103, Strovolos, 2042, Nicosia, Cyprus

     (c) Principal Occupation: Among other things, to undertake and exercise either alone or jointly with others anywhere in the world the function of consultant auditors, accountants, the office or the offices and duties of director, manager, secretary, treasurer, consultant, agent or representative of or with any company.

     (d) — (e) During the past five years, Menwin Management Limited has not (a) been convicted in a criminal proceeding or (b) been a party to any civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future

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violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

     Oleg Kiselev

     Oleg Kiselev is the sole beneficial owner of Forrielite and thus may be deemed to control Forrielite. Current information concerning the identity and background of Oleg Kiselev is as follows:

     (a) Name: Oleg Kiselev

     (b) Address:

     ul. Novocheryemushkinskaya, Building 62, corp. 1, kv. 74

     Moscow, Russia

     (c) Principal Occupation and Business Address:

Principal Occupation	Address
Deputy Chairman of OJSC RUSNANO	Prospect 60-letia Oktiabria 10A Moscow, Russia
Board Member of Financial Corporation Otkritie	Timura Frunze Street 11, Building 1 Moscow, Russia

     (d) — (e) During the past five years, Oleg Kiselev has not (a) been convicted in a criminal proceeding or (b) been a party to any civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which such person 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.

     (f) Citizenship: Russian

     Item 3: Source and Amount of Funds or Other Consideration

     The acquisition was financed through a loan agreement, dated June 3, 2011, between Forrielite and BVI Company Sparrowhill Trading Limited (“Sparrowhill”),

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the registered address of which is Trident Chambers, P.O. Box 146 Road Town Tortola, BVI. By the terms of the agreement, Sparrowhill advanced Forrielite a loan in the amount of $108,000,000. A description of the loan agreement is provided in Item 6 and the foregoing description of the loan agreement is qualified in its entirety by reference to the text of the agreement filed as Exhibit 99.1 hereto, which is incorporated by reference.

     Item 4: Purpose of Transaction

     On June 3, 2011, Forrielite and Altimo Coöperatief U.A. (“Altimo Coop”) entered into a Share Sale and Purchase Agreement (the “SPA”) pursuant to which Altimo Coop agreed to sell to Forrielite 123,600,000 shares of Preferred Stock. A description of the SPA is provided in Item 6 and the foregoing description of the SPA is qualified in its entirety by reference to the text of the agreement filed as Exhibit 99.2 hereto, which is incorporated by reference.

     The acquisition was undertaken for investment purposes. With the acquisition of 123,600,000 shares, Forrielite will acquire 28.5% of the Preferred Stock and 5.9950% in the issued share capital of VimpelCom. This represents 5.9950% of the voting shares of VimpelCom.

     Under the terms of the SPA, Altimo Coop’s obligation to sell, and Forrielite’s obligation to purchase, such shares of Preferred Stock was conditioned upon the delivery of a signed opinion from a Queen’s Counsel at the English Bar to enable the transfer of the shares. Such opinion was delivered on June 6, 2011.

     Item 5. Interest in Securities of the Issuer.

     (a) Forrielite is the direct beneficial owner, and through his control of Forrielite, Oleg Kiselev may be deemed a beneficial owner, of 123,600,000 shares of Preferred Stock, representing approximately 28.5% of VimpelCom Ltd.’s outstanding shares of Preferred Stock. Each share of Preferred Stock entitles the holder to the same voting rights as the holder of each share of Common Stock and is convertible into one share of Common Stock. The holder of shares of Preferred Stock is entitled to convert such shares, at their option and at any time (i) after October 21, 2012 but before April 21, 2015, or (ii) during the period between the date on which a general offer under Bye-Law 16.1 of VimpelCom’s bye-laws is announced and the final business day such offer is open for acceptance.

     To the best of the Reporting Persons’ knowledge, none of the persons (other than Forrielite) listed under Item 2 holds any shares of Preferred Stock of VimpelCom.

     (b) Forrielite and Oleg Kiselev possess joint power to vote and joint power to dispose of all of the acquired shares of Preferred Stock.

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     (c) Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the persons identified in response to Item 5(a) has entered into any transaction involving the shares of Preferred Stock within the past 60 days.

     (d) Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Preferred Stock.

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

     Loan Agreement

     The acquisition was financed through a loan agreement, dated June 3, 2011, between Forrielite and Sparrowhill. By the terms of the agreement, Sparrowhill advanced to Forrielite a loan in the amount of $108,000,000. The foregoing description of the loan agreement is qualified in its entirety by reference to the text of the agreement filed as Exhibit 99.1 hereto, which is incorporated by reference.

     SPA

     Pursuant to the SPA dated June 3, 2011, Forrielite agreed to purchase from Altimo Coop 123,600,000 shares of Preferred Stock, which represents 5.9950% of VimpelCom’s issued share capital, in consideration for US$101,352,000.00 in cash. Under the terms of the SPA, Altimo Coop’s obligation to sell, and Forrielite’s obligation to purchase, such shares of Preferred Stock was conditioned upon the delivery of a signed opinion from a Queen’s Counsel at the English Bar to enable the transfer of the shares. Such opinion was delivered on June 6, 2011. The foregoing description of the SPA is qualified in its entirety by reference to the text of the agreement filed as Exhibit 99.2 hereto, which is incorporated by reference.

     Item 7. Material to be Filed as Exhibits.

     Exhibit 99.1: Loan Agreement, dated June 3, 2011, between Sparrowhill Trading Limited and Forrielite Limited.

     Exhibit 99.2: Agreement relating to the Sale and Purchase of Shares in VimpelCom Ltd., dated June 3, 2011, between Altimo Cooperatief U.A. and Forrielite Limited.

     Exhibit 99.3: Power of Attorney, dated April 28, 2011, evidencing the authority of Oleg Kiselev to sign on behalf of Forrielite Limited.

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SIGNATURE

     After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 13, 2011	FORRIELITE LIMITED
	/s/ Oleg Kiselev
	Name:	Oleg Kiselev
	Title:	Attorney-in-Fact
Date: June 13, 2011	Oleg Kiselev
	/s/ Oleg Kiselev
	Name:	Oleg Kiselev

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EX-99.1

Exhibit 99.1

TERM LOAN agreement # 05/ FOR

DATED: June 3, 2011

BETWEEN:

Sparrowhill Trading Limited, a company incorporated in British Virgins Islands whose registered office is at: Trident Chambers, P O Box 146, Road Town, Tortola, British Virgin Islands (the “Lender”)

and

FORREIELITE LIMITED, a company incorporated in Cyprus whose registered office is at: Strovolou, 124, 1^st Floor,Flat Office 103, Strovolos, 2042, Nicosia, Cyprus (the “Borrower”).

whereas

the Lender agreed to provide a term loan to the Borrower,

this Agreement sets out, in writing, the terms and conditions upon which this term loan will be made available.

IT IS AGREED as follows:

     1. Definitions and Interpretation

1.1 Definitions: In this Agreement:

“Applicable Rate” means 5.5 per cent per annum;

“Business Day” means a day, excluding Saturdays and Sundays, on which banks are generally open for business in Nicosia, London, Moscow and New York;

“Drawdown Date” means the date on which the Loan was actually advanced by the Lender to the Borrower;

“Final Repayment Date” mean the date as may be agreed by the parties from time to time;

“Interest Payment Date” means the last day of an Interest Period as determined in accordance with Clause 3;

“Loan” means the loan advance of US$ 108 000 000.00 (One hundred eight million US Dollars); and

“Termination Event” has the meaning described in Clause 6.

1.2 Interpretation: In this Agreement:

(a) The headings are for ease of reference only and shall not be taken into account in construing this Agreement;

(b) Words importing the singular shall include the plural and vice versa; and

(c) References to Clauses are to clauses of this Agreement.

2. The Loan

2.1 Amount: The Lender advanced the Loan to the Borrower on the Drawdown Date. The Lender and the Borrower agree that the Loan is made, on the terms and conditions of this Agreement.

3. Interest

3.1 Rate and accrual of interest: The Loan shall bear interest at the Applicable Rate with effect from the Drawdown Date, which shall accrue from day to day (on the basis of a 365 day year), upon the principal amount of the Loan outstanding and not yet repaid under this Agreement.

3.2 Payment of interest: Interest which has accrued on the Loan in accordance with Clause 3.1 shall be payable by the Borrower to the Lender on each Interest Payment Date. 3.3. The duration of each Interest Period shall be 3 (three) Months, the first interest Period shall start on the Drawdown Date.

4. Repayment

4.1 Final Repayment Date: Unless and to the extent already repaid under this Agreement, the Borrower shall, on the Final Repayment Date, repay to the Lender:

(A) the Loan together with all interest accrued thereon and not yet paid; and

(B) all other amounts due from the Borrower to the Lender under this Agreement and not yet paid.

4.2 Early repayment: The Borrower shall be entitled at any time to repay all or part of the Loan. Any repayment under this Clause 4.2 shall be made together with accrued interest on the amount repaid.

5. Payments

5.1 Method and timing: All payments under this Agreement must be made in immediately available and freely transferable funds. Each payment must be for value on the due date. All payments are to be made in US dollars.

5.2 Accounts: Each payment by the Lender to the Borrower, and by the Borrower to the Lender, shall be made to the accounts details of which have been notified to each prior to the date of this Agreement. The Borrower or the Lender may change its receiving account by not less than five Business Days’ notice to the other. The Lender will maintain a record of all amounts owing by the Borrower to it under this Agreement. This record shall be binding on the Borrower (absent manifest error).

5.3 Payment in full: All payments by the Borrower will be made in full though if Parties agree they can set off mutually monetary obligations under the separate set off agreement, No payment will be made net of a withholding or deduction unless this is required by law.

6. Termination Events

6.1 Termination Events: Each of the following is a Termination Event:

(A) Insolvency and reorganisation: Any procedure is commenced with a view to the winding-up, re-organisation or rescue of the Borrower as a going concern or with a view to the appointment of an administrator, trustee in bankruptcy, judicial manager, liquidator or similar

official in relation to the Borrower or any of its assets. This procedure may be a court procedure or any other step which under applicable law is a possible means of achieving any of those results. This will not be a Termination Event, however, if the procedure is instituted frivolously or vexatiously and discharged to the satisfaction of the Lender within 30 days of the date on which it is instituted. For the purposes of this sub-Clause a reorganisation will mean a process which results or will result in the Borrower ceasing to exist or in all or a substantial part of the liabilities of the Borrower being cancelled or deferred or (where not previously so) subordinated.

(B) Enforcement of security and attachment: The holder of any security over any asset of the Borrower takes steps to enforce that security. Any asset of the Borrower is subject to attachment or execution or similar process and such event would have, in the opinion of the Lender, a material adverse effect on the Borrower’s capacity to meet its obligations under this Agreement.

(C) Inability to pay debts: The Borrower is unable to pay its debts as they fall due or admits its inability to do so.

(D) Insolvency equivalence: Anything analogous to any of the events described in paragraph (A) to (C) occurs in any jurisdiction.

7. Consequences of a Termination Event: If a Termination Event occurs the Lender may by notice to the Borrower demand immediate repayment of the principal amount of the Loan then outstanding together with all interest accrued thereon and not yet paid. In the case of a demand for repayment the Borrower agrees to pay the Lender in accordance with the notice sent by the Lender to it.

8. Notices

8.1 Nature of Notices: No notice delivered under this Agreement may be withdrawn or revoked. Each notice delivered by the Borrower must be unconditional.

8.2 Delivery of Notices: A notice under this Agreement will only be effective if it is in writing and received. Telexes, faxes and emails are permitted.

8.3 Address details: Notices will be delivered to the address of the intended recipient, or given to the authorised recipient, as under the name of each party on the signature page of this Agreement. A party may change its address details by not less than five Business Days’ notice to the other party.

9. Miscellaneous

9.1 Third Party Rights: The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement.

9.2 Waivers and amendments: A waiver or amendment of a term of this Agreement will only be effective it if is in writing.

9.3 Exercise of rights: If the Lender does not exercise a right or power when it is able to do so this will not prevent it exercising that right or power. When it does exercise a right or power it may do so again in the same or a different manner. The Lender’s rights and remedies under this Agreement are in addition to any other rights and remedies it may have. Those other rights and remedies are not affected by this Agreement.

9.4 Counterparts: There may be several signed copies of this Agreement. There is intended to be a single Agreement and each signed copy is a counterpart of that Agreement.

10. Governing Law and Jurisdiction

10.1 Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.

10.2 Submission to Jurisdiction: The courts of England are to have jurisdiction to settle any disputes in connection with this Agreement. This submission is irrevocable and for the exclusive benefit of the Lender. It docs not prevent proceedings being commenced in the courts of any other country or in the courts of more than one country at the same time. The Borrower also irrevocably waives any objection to proceedings in any court mentioned in this sub-Clause and any claim on the grounds of forum non convenience. It also agrees that a judgment in any proceedings brought in any such court will be conclusive and binding on it and may be enforced in any other court.

IN WITNESS WHEREOF this Agreement has been executed in two originals by the Lender and the Borrower and is intended to be and is hereby delivered on the date first above written.

SIGNATURES

EX-99.2

Exhibit 99.2

EXECUTION COPY

Altimo Cooperatief U.A.

- and -

Forrielite Limited

Agreement

- relating to -

the Sale and Purchase of Shares in
VimpelCom Ltd.

This Agreement (the “Agreement”) is made the 3^rd day of June 2011

Between:

(1)	Altimo Cooperatief U.A., a cooperative with excluded liability (cooperatie)organized under the laws of the Netherlands registration No. 34344220, whose registered address is at Teleportboulevard 140, 1043EJ Amsterdam, the Netherlands (the “Seller”); and
(2)	Forrielite Limited, a company registered in the Republic of Cyprus, registration No. HE 284188, whose registered address is at Strovolou 124, 1st floor, Flat/Office 103, Strovolos, 2042, Nicosia, Cyprus (the “Purchaser”).

Whereas:

(A)	VimpelCom Ltd. is a company organized and existing under the laws of Bermuda, company number: 43271, whose registered address is at OM2 BLD., Floor 2, Claude Debussylaan 15, Amsterdam P7 1082 MC, the Netherlands (the “Company”).
(B)	the Seller has agreed to sell and the Purchaser has agreed to purchase 123,600,000 convertible preferred shares of par value US$0.001 each (representing 5.9950%) in the issued share capital of the Company, having the rights and being subject to the restrictions set out in the Bye-Laws (hereafter referred to as the “Shares”), on and subject to the terms of this Agreement.

It is Agreed:

1.	Interpretation
1.1	In this Agreement (including its Recitals) the following words and expressions have the meanings respectively set opposite them:
	“Business Day” means a day (except a Saturday or Sunday) on which banks are generally open for business in Moscow, Russian Federation, London, England, Amsterdam, Netherlands, Nicosia, Cyprus and Hamilton, Bermuda;
	“Bye-Laws” means the Bye-Laws of the Company adopted on 20 April 2010;
	“Completion” means completion of the sale and purchase of the Shares pursuant to this Agreement in accordance with its terms;
	“Completion Date” means a date which is one Business Day following completion of the process required by the Order to enable the transfer of Shares from the Seller to the Purchaser, unless a later date is agreed by the Parties as the Completion Date;
	“Encumbrance” means a charge, debenture, mortgage, pledge, lien, security interest, title retention, assignment, restriction, right of first refusal, option, right of pre-emption or other third party right or interest of any kind, or any other agreement or arrangement having a similar effect, whether granted for the purpose of security or not and “Encumbrances” means all those kinds of right or interest;
	“Governmental Authority” means any state or any political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions on behalf of the state or its political subdivision, including, without limitation, any government authority, ministry, agency, department, board, commission or instrumentality and subdivisions thereof; any court, tribunal or arbitrator; and any self-regulatory organization acting on behalf of the state or itself pursuant to the rights granted thereto by applicable Law.

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“Group” references mean, unless otherwise stated, a reference to that person, its subsidiary undertakings, its parent undertakings and any other subsidiary undertakings of its parent undertakings;

“Indemnitees” has the meaning specified in clause 7.1 of this Agreement.

“Law” means any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, ruling, decree or agency requirement of any Governmental Authority.

“Order” has the meaning specified in clause 6.1(e) of this Agreement.

“Parties” means the parties to this Agreement and “Party” means either of them;

“Purchase Price” means US$101,352,000.00 (one hundred one million three hundred fifty two thousand United States dollars);

“Registered Agent” means Wakefield Quin, the registered agent of the Company in Bermuda;

“Relevant Claim” has the meaning specified in clause 7.1 of this Agreement.

“SHA” has the meaning specified in clause 6.2(d) of this Agreement.

“Tax” means:

(a)	all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all related withholdings or deductions of any nature; and
(b)	all related fines, penalties, charges and interest,

imposed by a Tax Authority whether directly or primarily chargeable against, recoverable from or attributable to the Company or any other person;

“Tax Authority” means a taxing or other Governmental Authority competent to impose a liability for or to collect Tax;

“Transaction” means the transaction contemplated by this Agreement with respect to the sale by the Seller and the purchase by the Purchaser of the Shares;

1.2 In this Agreement, unless the context otherwise requires:

(a)	references to this Agreement or any other document include this Agreement or such other document as varied, modified or supplemented in any manner from time to time;
(b)	references to recitals, clauses and schedules and sub-divisions of them are references to the recitals and clauses of, and schedules to, this Agreement and sub-divisions of them respectively;
(c)	the expressions “subsidiary undertaking” and “parent undertaking” have the meanings set out in the Companies Act 1985; and
(d)	headings are inserted for convenience only and shall be ignored in construing this Agreement.

1.3 The Recitals to this Agreement form part of it.

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2.	Conditions precedent
2.1	The Seller’s obligation to sell Shares under this Agreement and the Purchaser’s obligation to buy such Shares and pay the Purchase Price is conditional upon the satisfaction or waiver in writing by both Parties of the following conditions:

(a)	each of the Seller and the Purchaser shall have passed all necessary corporate resolutions to enter into the Transaction; and
(b)	three clear working days shall have expired after delivery of a signed opinion from a Queen’s Counsel at the English Bar as required pursuant to paragraph 5 of the Order to enable the transfer of Shares from the Seller to the Purchaser.

3.	Sale and purchase of Shares
	On and subject to the terms of this Agreement and satisfaction of the condition set forth above, the Seller shall sell, with full title guarantee and free from all Encumbrances, and the Purchaser shall purchase, the Shares, on and with effect from the Completion Date.
4.	Consideration
4.1	The Parties agree that the sole consideration for the transfer of the Shares pursuant to this Agreement is the Purchase Price.
4.2	The Purchase Price will be payable by the Purchaser in accordance with clause 5.1(b)(ii) at Completion.
5.	Completion
5.1	Unless otherwise agreed by the Parties, Completion will take place at the offices of the Seller and on the dates set out as follows:

(a) On the Completion Date (subject to the conditions set forth in clause 2.1 above being satisfied or waived by the Parties), the Seller will:

(i)	cause to be delivered to the Purchaser copies of its corporate resolutions referred to in clause 2.1(a) above;
(ii)	cause to be delivered to the Purchaser instruments of transfer in respect of the Shares duly completed in favour of the Purchaser; and
(iii)	procure that the Registered Agent provides a certified copy of the register of members reflecting the Transaction to the Purchaser and the Seller and such other persons as the Purchaser or the Seller may nominate.

(b) On the Completion Date (subject to the conditions set forth in clause 2.1 above being satisfied or waived by the Parties), the Purchaser will:

(i)	cause to be delivered to the Seller copies of its corporate resolutions referred to in clause 2.1(a) above; and
(ii)	pay the Purchase Price into the account of the Seller, details of which must have been notified to the Purchaser at least 3 Business Days prior to Completion, by electronic transfer of funds for same day value.

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6.	Warranties
6.1	The Seller warrants to the Purchaser that:

(a)	it has the right, power and authority to enter into, deliver and perform its obligations under this Agreement;
(b)	it has taken all necessary corporate or other action to authorise the execution and delivery by it of, and performance by it of its obligations under, this Agreement;
(c)	this Agreement does not conflict with any provision of its organizational documents and constitutes a valid, legal and binding agreement of the Seller, enforceable against it in accordance with its terms;
(d)	other than as required by the Order, no approval of any Governmental Authority is required in connection with the Seller’s execution, delivery and performance of this Agreement;
(e)	completion of the Transaction will not breach the order made by the High Court of Justice (Queen’s Bench Division, Commercial Court) dated 1 March 2011 binding Telenor East Holding II AS, Altimo Holdings and Investments Ltd., the Seller and the Company (the “Order”);
(f)	the Shares:

(i)	have been properly allotted and issued;
(ii)	are fully paid or are credited as fully paid;
(iii)	are freely convertible into Common Shares (as defined in the Bye-Laws), on a one-for-one basis, subject only to the applicable provisions of the Bye-Laws; and
(iv)	as of the date of this Agreement, represent 5.9950% of the voting shares and issued share capital of the Company.

(g)	the Seller is the sole legal and beneficial owner of the Shares and has the right to transfer the full legal and beneficial interest in the Shares respectively to the Purchaser;
(h)	upon satisfaction of the conditions set forth in clause 2.1(b) above, the Shares will not be affected by any Encumbrance and there are no arrangements or obligations that could result in the creation of any Encumbrance affecting any of the Shares; and
(i)	upon Completion as set forth herein, to the best of the Seller’s knowledge, the Purchaser will acquire full legal and beneficial title to the Shares, free from all Encumbrances.

6.2 The Purchaser warrants to the Seller that:

(a) upon Completion as set forth herein it will not own in excess of 25.00% of the economic or voting rights of the Company (provided there is no alteration in the Company’s issued share capital);

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(b)	it is not a person with annual revenues exceeding US$1.0 billion derived from being a licensed or registered provider of fixed line, broadband and/or mobile telecommunication services in the United States, the former Soviet Union, Europe, Asia, the Middle East, Africa, Latin America and/or globally (such person, a “Telecom Competitor”);
(c)	it does not own or control, directly or indirectly, securities of a Telecom Competitor having more than 50% of the voting power for the election of directors or other governing body of such Telecom Competitor or more than 50% of the partnership or other ownership interest therein (other than as a limited partner of such Telecom Competitor);
(d)	it is not an Affiliate of any Telecom Competitor in which the Telecom Competitor owns or controls, directly or indirectly, securities having more than 50% of the voting power for the election of directors or other governing body of such Affiliate or more than 50% of the partnership or other ownership interests in such Affiliate (other than as a limited partner); where the term “Affiliate” has the meaning provided to it under the Shareholders Agreement dated October 4, 2009 between and among the Company, the Seller, Telenor East Holding II AS (and others) (the “SHA”); and
(e)	it does not beneficially own 25% or more of the outstanding equity or voting interests in any Telecom Competitor falling under sub-paragraph (b), (c) or (d) above.

7.

Indemnity

7.1

The Seller hereby undertakes to indemnify the Purchaser, its affiliates, successors and assigns (together, the “Indemnitees”) in respect of, and hold the Indemnitees harmless against, any and all, liabilities, monetary damages, fines, fees, penalties, interest losses, costs and expenses (including without limitation reasonable attorneys’ fees and expenses), in each case only to the extent actually incurred or suffered by any of the Indemnitees as a result of any third party claim in connection with an alleged breach of the Order or the SHA (a “Relevant Claim”); provided, however, that

(a)	the Seller shall not be liable for any punitive damages, loss of opportunity and/or other indirect or consequential damages of any Indemnitee;
(b)	the Seller shall not be required to indemnify Indemnitees if the third party claim would not have arisen but for, or such claim is increased by reason of (and in this case limited to the increase):

(i)	a breach by the Purchaser of an undertaking, warranty or other provision of this Agreement; or
(ii)	any act, omission, transaction or arrangement carried out by the Purchaser after Completion, other than as requested by the Seller or as required by applicable law; and

(c) the Purchaser shall not be entitled to recover damages or otherwise obtain reimbursement or restitution in respect of any claim more than once in respect of the same damage, loss or liability suffered.

7.2 In the event of any Relevant Claim, the Purchaser will promptly notify the Seller thereof and permit the Seller, at its election, to assume the defence and control of such Relevant Claim, with its own counsel and at its own expense, provided that the relevant

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	Indemnitee(s) have a reasonable opportunity, at their election, to participate in that defence. The Indemnitees may not settle, compromise or consent to the entry of any judgment with respect to any Relevant Claim without the prior written consent of the Seller.
8.	Further assurance
8.1	Each Party shall execute and deliver all such instruments and other documents and take all such actions as the Purchaser may from time to time reasonably require in order to give full effect to the provisions of this Agreement.
8.2	The Seller shall use all reasonable efforts to procure that, as soon as practicable, the conditions set forth in clause 2.1(b) above are satisfied and any related processes are completed as may be required to enable the Completion to occur as set forth herein.
9.	Costs
	Each Party will pay its own costs and expenses in relation to the negotiation, preparation and implementation of this Agreement (and the documents referred to in it), including the fees and disbursements of their respective legal, accountancy and other advisers.
10.	Entire agreement and variation
10.1	This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of the Transaction.
10.2	Each Party agrees and acknowledges that it has not relied on, or been induced to enter into this Agreement by, a warranty, statement, representation or undertaking which is not expressly included in this Agreement.
10.3	Neither Party has any claim or remedy in respect of a warranty, statement, misrepresentation (whether negligent or innocent) or undertaking made to it by or on behalf of the other Party in connection with, or relating to, the Transaction, unless it is expressly included in this Agreement.
10.4	Nothing in this clause 10 limits or excludes liability arising as a result of fraud, wilful concealment or wilful misconduct.
10.5	No variation, supplement, deletion or replacement of or from this Agreement or any of its terms is effective unless made in writing and signed by or on behalf of each Party.
11.	Notices
11.1	Method of giving a notice or other communication
	A notice, permission or other communication under or in connection with this Agreement must be:

(a)	in writing;
(b)	in English;
(c)	signed by or on behalf of the person giving it; and
(d)	delivered by hand or sent by recorded delivery post or by fax to the relevant Party to the contact, address and fax number set out in clause 11.2 (or if otherwise

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notified by the relevant person under clause 11.6 to such other contact, address or fax number as has been so notified).

11.2	Addresses
	The contact, address and fax number for each Party is (unless otherwise notified under clause 11.6):

(a) in the case of the Seller, as follows:

Address:	Teleportboulevard 140, 1043EJ Amsterdam, the Netherlands
Fax:	+31 20 6447011
Attention:	Eleonora Jongsma
With a copy to
Address:	Suite 2, 4 Irish Place, Gibraltar
Fax:	+350 200 41 988
Attention:	Franz Wolf

(b)	in the case of the Purchaser, as follows:
	Strovolou 124, 1st floor, office 103 Strovolos 2042, Nicosia, Cyprus Fax: +357 22 465 949 Attention: Directors — FORRIELITE LIMITED
	with a copy to:
	ul. Novocheryemushkinskaya, bldg.62, corp.1, kv.74 Moscow Russia Fax: +7 495 663 3875 Attention: Oleg Kiselev

11.3	Time that notice or communication is deemed given
	Unless there is evidence that it was received earlier, a notice or other communication that complies with clause 11.1 is deemed given:

(a)	if delivered by hand, at the time of delivery, except as provided in clause 11.4;
(b)	if sent by recorded delivery post, at 9.00 am (in the delivery location) on the third Business Day after the day of posting; and
(c)	if sent by fax, at the time of its transmission, except as provided in clause 11.4.

11.4 Effect of delivery by hand or fax other than between 9.00am and 6.00pm on a Business Day

(a)	If deemed delivery under clause 11.3 of a notice or other communication delivered by hand or sent by fax occurs before 9.00 am (in the delivery location) on a Business Day, the notice or other communication is deemed delivered at 9.00 am on that day.
(b)	If deemed delivery under clause 11.3 of a notice or other communication delivered by hand or sent by fax occurs after 6.00 pm (in the delivery location) on a Business Day or on a day which is not a Business Day, the notice or

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communication is deemed to have been given at 9.00 am on the next Business Day.

11.5	Relevant time of day
	In this clause, a reference to time is to local time in the country in which the recipient of the notice or communication is located.
11.6	Notification of change in notice details
	A Party may notify the other Party of a change to any of the details for it referred to in clause 11.2. The notice must comply with the terms of clause 11.1 and must state the date on which the change is to occur. That date must be on or after the fifth Business Day after the date on which the notice is delivered.
12.	Confidentiality
12.1	Both Parties’ confidentiality obligations
	No Party may disclose information relating to the negotiation, existence or provisions of this Agreement unless:

(a)	it has first obtained the other Party’s permission;
(b)	such information is, or prior to such disclosure has become, available to the public other than as a result of an act or omission by such Party; or
(c)	it is permitted to do so under clauses 12.2 or 13.

12.2	Permitted disclosures
	Clause 12.1 does not apply to a disclosure of information where:

(a)	the disclosure is required by applicable Law or a competent Govemmental Authority;
(b)	the disclosure is required by a rule of a stock exchange or listing authority on which the shares or other securities in a member of the disclosing Party’s Group (or the Shares) are listed or traded;
(c)	the disclosure is made to the directors, officers or senior employees of a member of the disclosing Party’s Group for the purpose of effecting the Transaction or ensuring compliance with the terms of this Agreement;
(d)	the disclosure is required for the purpose of legal proceedings arising out of this Agreement or the disclosure is required to be made to a Tax Authority in connection with the Tax affairs of a member of the disclosing Party’s Group; or
(e)	the disclosure is made to a professional adviser of the disclosing Party, in which case the disclosing Party is responsible for ensuring that the professional adviser complies with the terms of this clause 12 as if it were a party to this Agreement.

12.3	Consultation required before a permitted disclosure
	The Seller or Purchaser may only make a disclosure in the circumstances contemplated by clause 12.2(b), (c) or (e) if, before making the disclosure, it has consulted with the other Party and taken into account the other Party’s requirements as to the timing, content

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	and manner of making the disclosure to the extent it is permitted to do so by applicable Law and to the extent it is reasonably practicable to do so.
13.	Announcements
13.1	Permission of other Party generally required
	No Party may:

(a)	make or send; or
(b)	permit another person to make or send on its behalf,

	a public announcement or circular regarding the existence or the subject matter of this Agreement unless it has first obtained the other Party’s permission (that permission not to be unreasonably withheld or delayed).
13.2	Circumstances in which permission of other Party is not required
	Clause 13.1 does not apply to an announcement or circular which is required by:

(a)	applicable Law or a competent Governmental Authority; or
(b)	a rule of a stock exchange or listing authority on which the shares or other securities in a member of the disclosing person’s Group (or the Shares) are listed or traded.

13.3	Consultation where permission of other Party is not required
	A Party that is required to make or send an announcement or circular in the circumstances contemplated by clause 13.2 must, before making or sending the announcement or circular, consult with the other Party and take into account the other Party’s requirements as to the timing, content and manner of making the announcement or sending the circular to the extent it is permitted to do so by applicable Law and to the extent it is reasonably practicable to do so.
14.	Invalidity
	If a provision of this Agreement is found to be illegal, invalid or unenforceable, then to the extent it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as though it were not included in this Agreement, but the validity or enforceability of the remaining provisions of this Agreement will not be affected.
15.	Counterparts
	This Agreement may be executed in any number of counterparts, each of which when executed and delivered must be an original, but all of which when taken together will constitute a single instrument.
16.	Third party rights
	No person other than a Party may enforce this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.

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17.	Governing law and Arbitration
17.1	Governing law
	This Agreement is governed by and must be interpreted in accordance with English law.
17.2	Arbitration

(a)	Any dispute or difference (a “Dispute”) arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, must be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause save for any waiver of any rights the Parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly preserved. The number of arbitrators shall be three. The seat of the arbitration shall be London, England. The language of the arbitration shall be English.
(b)	The claimant shall nominate one arbitrator and the respondent shall nominate one arbitrator in accordance with and within the time limits specified in the LCIA Rules. The chairman shall be nominated by the two appointed arbitrators within 15 days of the appointment of the second arbitrator by the LCIA Court, failing which the chairman shall be appointed by the LCIA Court.
(c)	Where a Dispute arises out of or in connection with this Agreement and any other dispute arises out of or in connection with this Agreement, which disputes, in the reasonable opinion of the first arbitral tribunal to be appointed in respect of any of the disputes (the “First Panel”), are so closely connected that it is fair and expedient for them to be resolved in the same proceedings, the First Panel may, upon application by any Party, order that the proceedings to resolve one dispute will be consolidated with those to resolve any other dispute (whether or not proceedings to resolve such other dispute have yet been instituted). If the First Panel so orders, the Parties to each dispute which is a subject of their order will be treated as having consented to that dispute being finally decided:

(i)	by the First Panel, unless the LCIA Court decides that this panel would not be suitable; and
(ii)	in accordance with the procedure specified in this Agreement pursuant to which the First Panel was appointed, unless otherwise agreed by all Parties to the consolidated proceedings or ordered by the First Panel,

and each Party hereby waives any right to object to the constitution of the First Panel upon such consolidation on the grounds that it was not entitled to nominate an arbitrator.

17.3	Service of process
	A document which starts, or is otherwise required to be served in connection with, any Dispute (a “Process Document”) may be served in the same way as notices in accordance with clause 11. This clause 17.3 does not prevent a Process Document being served in any other manner permitted by applicable Law.
18.	Assignment
18.1	The Purchaser may not assign, transfer or otherwise dispose of in whole or in part its rights under this Agreement.

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In witness whereof this Agreement has been entered into the day and year first above written.

EX-99.3

Exhibit 99.3

POWER OF ATTORNEY

BY THIS POWER OF ATTORNEY given on the 28^th day of April, 2011.

BY FORRIELITE LIMITED LIMITED

a company incorporated and registered in the Republic of Cyprus, under registration No. HE 284188 having its registered office at Strovolou 124, 1^st floor, Flat/Office 103, Strovolos, 2042, Nicosia, Cyprus. (heinafter called “the company”) hereby appoints

MR. KISELEV OLEG

Having a passport No.:- 71 2582689

(hereinafter called “the attorney”) the true and lawful attorney of the company to do or execute all or any of the acts and things hereinafter mentioned that is to say :-

1.	To transact, manage, carry on and do all and every business matters and things requisite or necessary or in any manner connected with or having reference to the business and affairs of the company and without limiting the preceding generally to sign, execute, complete, alter, modify or cancel any contracts or submit any applications and effect any payment or undertake any obligations in relation to the signing or execution of any contract or any other matter whatsoever, as aforesaid.
2.	To be the Company’s Attorney and to appear before any Government, of any country whatsoever, supreme or local authority, public body, Government Department, Association, firm or company public or private or any person and enter into negotiations and conclude or modify or cancel and sign or execute any contract or arrangement with any such authorities or persons, as aforesaid and to apply to authorities and effect registrations and transactions as required.
3.	To acquire, buy, accept, sell, transfer, register, purchased, receive on lease or sub- lease or on hire purchase or in exchange or accept by way of donation or otherwise acquire any movable and immovable property of any kind and description, including, but not limited to aircrafts and ships, in the name of Company or any other legal entity or person and to sell, buy, accept, dispose, transfer, sell on hire purchase, lease or sub — lease or rent, assign or dispose by way of gift or otherwise, give licenses or options, charge, mortgage, or in any other way dispose or deal with the immovable and movable property of the Company and give valid receipts and make and sign any declarations.
4.	To demand, recover, enforce and give goods and sufficient receipts, discharges, releases and indemnities for and in respect of all property, money, securities and rights to which we are or may be entitled, and to effect a compromise or release of any claim in respect thereof, and to pay, discharge, satisfy or compromise any of our debts or liabilities or any claim against the Company.
5.	To apply and subscribe for (whether absolutely or conditionally), pay calls on, buy, accept or otherwise acquire, and to sell, assign, exchange, renounce or otherwise dispose of, stocks, funds, shares, debentures, debenture stock, securities and investments of every description, however constituted and whenever issued, and whether now existing or hereafter to be created, and to any options or rights in respect thereof; to enter into underwriting and sub-underwriting agreements; and generally to manage and vary investments.
6.	To buy and sell goods as well as services of all kinds and description for cash or on credit, and to take and let on least administer and carry out and contract for repairs and improvements of real and personal property in connection with the business of the Company or otherwise.

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7.	To apply to any Bank or Banking Institution for the opening of a banking account or accounts and to open, operate or close any banking account or accounts according to the Bank’s regulations and to draw, to sign, endorse and negotiate cheques, bills of exchange, dividend and interest warrants for the purpose of the business of the Company and endorse on behalf of the company and cheques drafts or other negotiable instruments or other Bank’s documents, including power to accept bills of exchange and power to give promissory notes which the attorney may deem necessary or proper in relation to the company’s affairs.
8.	To open up, establish, register, maintain, operate and manage branches of the company or to apply and secure a license or a permit or an authority for the company to trade with limited liability and generally to open and establish at any place or places branches or place of business of the Company and to do all acts and things necessary or expedient in that behalf including the appearance before any authority, governmental, local or otherwise the signing of any forms or documents including any application and the leasing or hiring upon any terms of premises for the purpose of carrying out the aforesaid powers and authorities.
9.	To invest, participate, subscribe, buy, sell or take up any shares, securities or any other bonds or warranties of any kind or in any partnerships, companies, associations or other business entities, on behalf of the company or its shareholders or bodies corporate in its group of companies on any terms and conditions that the attorney may deem fit.
10.	To effect, maintain and recover under insurances against loss, damage, and liability.
11.	To give, vary and revoke instructions as to the manner in which any moneys payable to or by the Company (whether periodically or otherwise) shall be paid or dealt with and as to the custody and disposal of any personal property, including securities and documents of title.
12.	In connection with any stocks, funds, shares, debentures, debenture stock, securities or investments, to attend and vote or appoint any person to attend and vote as the Company’s proxy at meetings of holders thereof, and to effect, sanction or oppose any exercise or modification of rights.
13.	To engage, suspend and dismiss sub-agents, employees and servants and employ accountants, brokers, solicitors, notaries and other agents as may be required for efficiently carrying on the business of the Company and for doing all or any of the acts and things which the Attorney is hereby empowered to do.
14.	To bring and prosecute any court action and legal proceedings that may be necessary on the Attorney’s opinion to protect and enforce the interest and rights of the company or its branches to defend all and any court action or legal proceedings brought against the company or its branches and to proceed to judgment and execution or become non-suti or suffer judgment; to go by default and to compromise and settle any such court actions or other and proceedings on any terms and conditions that the attorney may deem fit.
15.	To sign execute and deliver all deeds or other documents necessary or desirable for the purpose aforesaid any of them or for the management or development of the business of the company. To receive the notices, correspondence and other documents addressed for the company. To use the stamp of the Company for the execution of any approved action, as said in this Power of Attorney of the abovementioned operations fixed in this Power of Attorney.
16.	Generally to do all acts necessary or expedient in the interest of the company or its business as fully and effectively as the company might do, and to concur in doing any of the acts or things hereinafter mentioned in conjunction with any other person or persons interested in the business and to employ professional assistance for the better and more effectually executing the power or authorities aforesaid or any of them.

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17.	The attorney may appoint and/or employ professionals, i.e. lawyers, accountants or other representatives to assist him in the execution of the powers or duties under this Power of Attorney and may give them specific authorities and instructions in execution of their retainer which must be within the terms and time limitation of this Power of Attorney.
18.	The attorney in general shall do or cause to be done only lawful acts and things as he may think proper in each case as we could do ourselves.
	AND it is hereby declared that:

(a)

The company hereby ratifies and confirms and agrees to ratify and confirm whatsoever the attorney shall do or purport to do by virtue of this power of attorney including in such confirmation whatsoever shall be done between the time of revocation of this power of Attorney and the time of that revocation becoming known to the said attorney.

(b)

The company hereby authorizes and empowers the attorney to acknowledge in the name, the act and the deed of the company this Power of Attorney and that the seal of the company was duly affixed hereto and to register and record the same in the proper office and or registry of any country whatsoever and to procute to be done any and to obtain any and every other act and thing whatsoever which may be in anywise requisite or proper for authenticating and giving full effect to this Power of Attorney according to the law and usages of any country whatsoever as fully and effectually as could the company.

19. The Present Power of Attorney is valid until 27^th day of April, 2012.

IN WITNESS whereof this power of attorney has been duly sealed and execute this 28^th day of April 2011, in Nicosia

For FORRIELITE LIMITED

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RESOLUTION OF SOLE DIRECTOR IN WRITING OF

FORRIELITE LIMITED

Date: 28/04/2011

I, the undersigned, being the Sole Director of the above-mentioned company hereby do resolve to issue a General Power of Attorney for the following person for one year from the day of issue:

Mr. Kiselev Oleg
Holder of Russian Federation passport 71 2582689

The attorney in general shall do or cause to be done only lawful acts and things as he may think proper in each case as I could do myself.