EX-99.1 2 exh99-1.htm DEED OF AGREEMENT exh99-1.htm
Exhibit 99.1
 
 

 
DATED 15 AUGUST 2012
 

 
Weather Investments II S.à r.l.

- and -

Altimo Coöperatief U.A.
 
 
 

 
 
 
DEED OF AGREEMENT
 
for the sale and purchase of
Common Shares
of
VimpelCom Ltd.
 
 
 
 
 

 

 
1
 

THIS DEED OF AGREEMENT (the “Share Purchase Agreement” or the “Agreement”) is made on 15 August 2012
 
BETWEEN:
 
(1)
Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg, whose registered office is at 12 rue Guillaume Kroll, Luxembourg, with a share capital of EUR 375,337,525.00 and registered at the Luxembourg companies and trade register under number B. 108.440 (the “Seller”); and
 
(2)
Altimo Coöperatief U.A., a cooperative with excluded liability (coöperatie) incorporated under the laws of the Netherlands, whose registered office is at Teleportboulevard 140, 1043 EJ Amsterdam, the Netherlands (the “Purchaser”).
 
 
WHEREAS:
 
(A)
The Seller is the legal and beneficial owner of 305,000,000 common shares (the “Sale Shares”), par value US$0.001 per share, in the capital of VimpelCom Ltd., a company incorporated under the laws of Bermuda (the “Company”); and
 
(B)
The Seller has agreed to sell and the Purchaser has agreed to buy the Sale Shares on the terms and subject to the conditions of this Agreement.
 
 
NOW THIS DEED WITNESSETH as follows:
 
1.
INTERPRETATION
 
1.1
In this Agreement capitalised terms not otherwise defined shall have the following meanings:
 
“Affiliate” means, in respect of any person, a person that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise;
 
“Business Day” means a day on which banks are open for business in each of London, England, Amsterdam, Netherlands, Hamilton, Bermuda and Luxembourg;
 
“Completion” means completion of the sale and purchase of the Sale Shares, in accordance with Clause 0;
 
“Encumbrances” means any lien, pledge, encumbrance, charge (fixed or floating), mortgage, third party claim, debenture, option, right of refusal, right to acquire, right of pre-emption or other third party right or interest of any kind, assignment by way of security, trust arrangement for the purpose of providing security or other security interests of any kind, including retention arrangements or other encumbrances and any agreement or arrangement to create any of the foregoing or having a similar effect, whether granted for the purpose of security or not, but shall not include: (i) the Interim Measures and the FAS Claim (each as defined below), (ii) any claim by any party whatsoever that the Seller is in violation of Section 16 of the Company bye-laws following the transactions entered into between the Seller and Telenor on 15 February 2012, (iii) any restrictions applicable to "restricted" or "control" securities under the U.S. federal securities laws, or (iv) any encumbrances arising out of any action, contract or arrangement of the Purchaser;
 
 
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“FAS Claim” means a claim brought by the Russian Federal Anti-Monopoly Service in the Moscow Arbitrazh Court against Telenor East Holding II A.S., a company organized and existing under the laws of the Kingdom of Norway (“Telenor”) and the Seller, with the Company, certain of the Company’s subsidiaries, the Purchaser and its Affiliate OOO Altimo named as third parties, to, inter alia, invalidate the transactions entered into between Telenor and the Seller on 15 February 2012, and any other related claims and/or proceedings brought by the Russian Federal Anti-Monopoly Service;
 
“Governmental Authority” means any supranational, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any other supranational, governmental, intergovernmental, quasi-governmental authority, body, department or organisation, including the European Union, or any regulatory body appointed by any of the foregoing in each case, in any jurisdiction;
 
“Interim Measures” means any and all interim measures or relief ordered by the Moscow Arbitrazh Court in connection with the FAS Claim as of the date of this Agreement and/or any and all interim measures or relief that may be ordered by a Governmental Authority  in connection with the FAS Claim;
 
“Party” means a party hereto, and a reference to a Party shall include any permitted assignee or successor to such party in accordance with this Agreement;
 
“Proceedings” means any proceeding, suit or action arising out of or in connection with this Agreement or its subject matter (including its validity, formation at issue, effect, interpretation, performance or termination) or any transaction contemplated by this Agreement;
 
“Representative” means, in relation to any person, such person's directors, officers, employees or agents;
 
“Registered Agent” means MQ Services Ltd., the Secretary of the Company in Bermuda;
 
“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 (including VAT); and
 
(b)       all related fines, penalties, charges and interest,
 
imposed by a Tax Authority;
 
“Tax Authority” means a taxing or other Governmental Authority competent to impose a liability for or to collect Tax;
 
“Transaction” means the acquisition by the Purchaser of the Sale Shares;
 
“VAT” means in relation to any jurisdiction within the European Union, the value added tax provided for in Directive 2006/112/EC and charged under the provisions of any national legislation implementing that directive or Directive 77/388/EEC together with legislation supplemental thereto and, in relation to any other jurisdiction, the equivalent tax (if any) in that jurisdiction; and
 
“Warranties” means the warranties contained in Clause 5 and “Warranty” means any one of them.
 

 
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1.2
In this Agreement, except where the context otherwise requires:
 
 
(a)
a reference to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;
 
 
(b)
a reference to a “person” shall be construed so as to include any individual, firm, company, joint venture, unincorporated association or partnership, trust, government, governmental body, authority or agency (whether or not having separate legal personality), and a reference to a person includes a reference to that person’s successors and assigns;
 
 
(c)
a reference to a day is to a calendar day, and to a time of the day is to London time;
 
 
(d)
a reference to “dollars” or to “US$” shall be construed as references to the lawful currency for the time being of the United States of America;
 
 
(e)
a reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates the English legal term in that jurisdiction and references to any English statute or enactment shall be deemed to include any equivalent or analogous laws or rules in any other jurisdiction;
 
 
(f)
a reference to any law or enactment (including in this Clause 1) includes references to:
 
 
(i)
that law or enactment as re-enacted, amended, extended or applied by or under any other enactment (before or after signature of this Agreement);
 
 
(ii)
any law or enactment which that law or enactment re-enacts (with or without modification); and
 
 
(iii)
any subordinate legislation or regulation made (before or after signature of this Agreement) under any law or enactment, as re-enacted, amended, extended or applied, as described in paragraph (i) above, or under any law or enactment referred to in paragraph (ii) above,
 
and “law” and “enactment” includes any legislation in any jurisdiction; and
 
 
(g)
words importing the singular include the plural and vice versa, and words importing a gender include every gender.
 
2.
SALE AND PURCHASE OF THE SALE SHARES
 
2.1
On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.
 
2.2
The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously in accordance with this Agreement, but completion of the purchase of some of the Sale Shares will not affect the rights of the Purchaser with respect to the purchase of any other Sale Shares.
 
 
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3.
CONSIDERATION
 
3.1
The consideration for the sale and purchase of the Sale Shares shall be the sum of US$ 3,600,000,000 (three billion and six hundred million US dollars) (the “Purchase Price”) to be paid in cash at Completion in accordance with Clause 4.3.
 
3.2
If any payment is made by the Seller, or by any person on its behalf, in respect of any breach of any provisions of this Agreement, such payment shall, so far as possible, be treated as a reduction of the Purchase Price.
 
4.
COMPLETION
 
4.1
Unless otherwise agreed by the Parties, Completion will take place on the date of this Agreement (the “Completion Date”).
 
4.2
On the Completion Date, the Seller shall cause to be delivered to the Registered Agent (with a copy to the Purchaser): (i) an instrument of transfer in respect of the Sale Shares duly completed in favour of the Purchaser, in the form attached hereto as Schedule 2, (ii) any original share certificate(s) that have been issued in respect of the Sale Shares, to the extent such Sale Shares are in certificated form, and (iii) an instruction letter in the form attached hereto as Schedule 3, instructing the Registered Agent to deliver to each of the Purchaser and the Seller a certified copy of the register of members of the Company showing the Purchaser as the new registered holder of the Sale Shares.
 
4.3
On the Completion Date, the Purchaser shall: (i) pay the Purchase Price in such proportions and into the accounts as directed by the Seller by electronic transfer of funds for same day value and (ii) send a letter substantially in the form set out in Schedule 1 to the Company's Supervisory Board (with copy to the Seller).
 
4.4
The obligation of each of the Seller and the Purchaser to perform each of the actions described in the foregoing provisions of this Clause 4 is deemed to be conditional on the performance by the Purchaser and the Seller, respectively, of each of its obligations therein. If any of the foregoing provisions of this Clause 4 is not fully complied with, the Purchaser, in the case of non-compliance by the Seller, or the Seller in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) by written notice to the other, served on such date:
 
 
(a)
to elect not to proceed with the transactions set out herein whereupon the provisions of Clause 4.5 shall apply; or
 
 
(b)
to effect Completion so far as practicable having regard to the defaults which have occurred.
 
4.5
This Clause 4.5 shall apply only in the circumstances referred to in Clause 4.4(a) or Clause 4.6.  Where this Clause applies, this Agreement, other than Clauses 1 (Interpretation), 6 (Notices), 7 (Assignment), 8 (Costs and Expenses), 9 (Invalidity), 10 (Third party rights), 11 (Counterparts), 12 (Variation and Waiver), 13 (Entire Agreement), 15 (Governing law), 16 (Dispute Resolution), 17 (Agent for Service of Process), and 19 (Payments) shall automatically terminate with immediate effect and each Party's rights and obligations other than those specified above shall cease immediately on termination.  Such termination shall not affect the rights and obligations of any Party existing before termination.
 
4.6
If, through no fault of any of the Parties, the Completion is not effected within 2 Business Days from the date hereof, (i) any of the Purchase Price or documents in respect of the Sale
 
 
5
 

Shares that have been received will be returned to the Purchaser and the Seller, respectively, (ii) the Purchaser shall take all actions and execute all documents necessary to ensure that any Sale Shares transferred to the Purchaser are transferred back to the Seller, and (iii) the provisions of Clause 4.5 shall apply.
 
5.
 WARRANTIES
 
5.1
Each Party hereby warrants to and agrees with the other Party as of the date hereof as follows:
 
 
(a)
such Party has the requisite power and authority to enter into, deliver and perform its obligations under this Agreement;
 
 
(b)
this Agreement has been duly and validly executed and delivered by such Party and constitutes the valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights and remedies generally and by general equitable principles (whether applied by a court of law or equity);
 
 
(c)
such Party’s execution, delivery and performance of this Agreement and consummation of the Transaction does not and will not, with or without the giving of notice or the lapse of time or both, violate, conflict with or constitute a default or breach under any provision of: (i) the memorandum or articles of association (or equivalent documents) of such Party or (ii) any law, regulation, court order or award of an arbitral tribunal to which such Party is subject, or (iii) any agreement or instrument to which such Party is a party or by which it is bound (other than, with respect to (ii) and (iii) only, those violations, conflicts, defaults or breaches of agreements or instruments that would not, or would not be reasonably expected to, have, individually or in the aggregate, a material adverse effect on the Transaction or on such Party’s ability to consummate its obligations hereunder); and
 
 
(d)
such Party is not required to obtain any consent, permission, waiver, allowance,  declaration, registration, authorisation, license, certificate, or other approval from, or required to make any filing or notification with, any Governmental Authority with competent jurisdiction or pursuant to any law or regulation (each, an “Authorisation”) in connection with or necessary for its execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for any such Authorisation, the lack of which would not, or would not be reasonably expected to, have, individually or in the aggregate, a material adverse effect on the Transaction or on such Party’s ability to consummate its obligations hereunder.
 
5.2
The Seller hereby warrants to and agrees with the Purchaser as of the date hereof as follows:
 
 
(a)
immediately upon the Seller’s execution of its obligations under 4.2, the Seller will be the beneficial and legal owner of the Sale Shares, free and clear of any Encumbrances and, upon giving effect to Completion and registration of the transfer by the Registered Agent, the Purchaser shall have sole and exclusive beneficial and legal ownership of the Sale Shares, free and clear of any Encumbrances;
 
 
(b)
in relation to the Sale Shares and during the period of time in which the Seller has owned such Sale Shares, (i) the Seller and the Company have consistently taken the filing position that the Seller is entitled to an exemption from Dutch dividend withholding tax on dividend payments to the Seller in respect of the Sale Shares, and (ii) the Seller is not aware of any circumstances that would lead to a successful
 
 
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challenge of this filing position under current law or regulation by the Dutch Tax Authorities and, in fact, the Dutch Tax Authorities have not challenged such filing position, nor have they indicated to the Seller an intention on their part to audit or challenge such filing position; and
 
 
(c)
the Seller has not, nor has any of its Affiliates or any person acting on its or their behalf engaged in any directed selling efforts (as defined in Rule 902 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”)) with respect to the Sale Shares.
 
5.3
The Purchaser warrants to and agrees with the Seller as of the date hereof that the Purchaser is acquiring the Sale Shares for its own account for investment purposes only and not with a view to, or for, sale or resale in connection with, any public distribution of the Sale Shares or any interest therein nor with any present intention of selling, distributing or otherwise disposing of any of the Sale Shares. The Purchaser: (a) understands that the Sale Shares are not, and will not be, registered under the Securities Act, or any other applicable securities law of the United States of America and may not be offered or sold unless the Sale Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available, (b) is not a “U.S. person,” as such term is defined in Rule 902 of Regulation S, and is not acquiring any of the Sale Shares for the account or benefit of any U.S. person (as so defined), and (c) acknowledges and agrees that the offer and sale of the Sale Shares by the Seller to the Purchaser has taken place in an “offshore transaction” (as defined in Rule 902 of Regulation S) outside of the United States of America and any of its territories and possessions, and has executed this Agreement outside of the United States of America and any of its territories or possessions.
 
5.4
For the avoidance of doubt, no warranty is given by the Seller with respect to: (i) the FAS Claims and the Interim Measures, and (ii) any claim by any party whatsoever that the Seller is in violation of Section 16 of the Company's bye-laws following the transactions entered into between the Seller and Telenor on 15 February 2012.
 
5.5
Each of the Warranties is separate and independent and except as expressly provided to the contrary in this Agreement is not limited:
 
 
(a)
by reference to any other Warranty; or
 
 
(b)
by anything in this Agreement or any other document referred to herein.
 
6.
NOTICES
 
6.1
Any notice or other communication to be given under or in connection with this Agreement (a “Notice”) shall be:
 
 
(a)
in writing in the English language;
 
 
(b)
signed by or on behalf of the Party giving it; and
 
 
(c)
delivered personally by hand or courier (using an internationally recognised courier company), or sent by first class post (or by airmail if overseas) with recorded delivery, or by facsimile, to the Party due to receive the Notice, to the address or fax number and for the attention of the relevant Party set out in this Clause 6 (or to such other address and/or for such other person's attention as shall have been notified to the giver of the relevant Notice and become effective (in accordance with this Clause 6) prior to dispatch of the Notice).
 

 
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6.2
In the absence of evidence of earlier receipt, any Notice served in accordance with Clause 6.1 shall be deemed given and received:
 
 
(a)
in the case of personal delivery by hand or courier, at the time of delivery at the address referred to in Clause 6.4;
 
 
(b)
in the case of first class post or airmail with recorded delivery, at the time of the first attempt of delivery; or
 
 
(c)
in the case of facsimile, when confirmation of its successful transmission has been recorded by the sender's fax machine.
 
6.3
For the purposes of this Clause 6:
 
 
(a)
all times are to be read as local time in the place of deemed receipt; and
 
 
(b)
if deemed receipt under this Clause is not within business hours (meaning 9:00 a.m. to 5:30 p.m. Monday to Friday on a day that is not a public holiday in the place of receipt), the Notice is deemed to have been received at 9:00 a.m. on the next Business Day in the place of receipt.
 
6.4
The addresses of the Parties for the purpose of this Clause 6 are as follows:
 
The Seller:
 
Weather Investments II S.à r.l.
12, rue  Guillaume Kroll
Luxembourg
Fax: +352 26 48 15 09
For the attention of: Naguib Sawiris

With a copy (which shall not constitute notice) to:
 
Cleary Gottlieb Steen & Hamilton LLP
 
12 rue de Tilsitt
75008 Paris
France
Fax: +33 1 40 74 68 88
For the attention of: Pierre-Yves Chabert and Gamal M. Abouali


The Purchaser:
 
Address: Teleportboulevard 140, 1043EJ Amsterdam, the Netherlands
Fax: +31 20 6447011

 
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For the attention of: Yuri V. Musatov

With a copy (which shall not constitute notice) to:
 
Skadden, Arps, Slate, Meagher & Flom LLP
40 Bank Street
London E14 5DS
United Kingdom
Telephone: +44 20 7519 7000
Fax: +44 20 7519 7070
For the attention of: Lorenzo Corte and Pranav Trivedi

6.5
Any Party may notify the other Party of any change to its name, address or facsimile number for the purpose of this Clause 6, provided that such notice shall only be effective on:
 
 
(a)
the date specified in the notice as the date on which the change is to take effect; or
 
 
(b)
if no date is so specified or the date specified is less than three Business Days after which such notice was given (or deemed to be given), the fourth Business Day after the notice was given or deemed to be given.
 
6.6
A notice or other communication required to be given under or in connection with this Agreement shall not be validly given if sent by email.
 
7.
ASSIGNMENT
 
7.1
None of the rights or obligations under this Agreement may be assigned or transferred by a Party without the prior written consent of the other Party.
 
7.2
In the event of an assignment or transfer in accordance with Clause 7.1, the liability of a Party in respect of any claim or any liability arising out of or in connection with this Agreement howsoever arising shall be in each case no greater than it would otherwise have been had any such assignment or transfer not occurred.
 
7.3
Except as expressly permitted by this Clause 7, any assignment or purported assignment of the whole or any part of the rights and obligations of this Agreement shall be void.
 
7.4
This Agreement shall be binding on and inure to the benefit of each Party and any subsequent successors or permitted transferees or assignees.
 
8.
COSTS AND EXPENSES
 
8.1
Save as otherwise expressly provided in this Agreement, each Party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and all other documents mentioned herein.
 
 
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9.
INVALIDITY
 
9.1
If at any time any provision of this Agreement shall be held by a court of competent jurisdiction or by a competent arbitral tribunal appointed pursuant to Clause 16 to be illegal, void, invalid or unenforceable in whole or in part under any enactment or rule of law in any jurisdiction, then:
 
 
(a)
such provision shall:
 
 
(i)
to the extent that it is illegal, void, invalid or unenforceable be given no effect and shall be deemed not to be included in this Agreement; and
 
(ii)
not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or the legality, validity or enforceability under the law of any other jurisdiction of such provision or any other provision of this Agreement;

 
(b)
the Parties shall use all reasonable endeavours to replace such a provision with a valid and enforceable substitute provision which carries out, as closely as possible, the intentions of the Parties under this Agreement.
 
10.
THIRD PARTY RIGHTS
 
10.1
The Parties do not intend that any term of this Agreement should be enforceable by any person who is not a party to this Agreement, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
 
10.2
Without limitation to the provisions of Clause 10.1 or any benefits conferred by this Agreement on any third party by virtue of the Contracts (Rights of Third Parties) Act 1999, the Parties may amend, vary, waive, terminate or rescind this Agreement at any time and in any way without the consent of any third party.
 
11.
COUNTERPARTS
 
This Agreement may be executed in counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart.  Each counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute one and the same instrument.
 
12.
VARIATION AND WAIVER
 
12.1
Each of the obligations, covenants, Warranties, indemnities and undertakings given to the Purchaser set out in this Agreement which is not fully performed at Completion shall not be affected by Completion, except to the extent waived or released by a specific and duly authorised written waiver or release by the Purchaser.
 
12.2
No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties (or their successors in interest).  The expression “variation” shall, in each case, include any variation, supplement, deletion or replacement however effected.
 
12.3
Any waiver or any right or default hereunder shall be effective only in the instance given and will not operate as or imply a waiver of any other or similar right or default on any subsequent occasion. No waiver of this Agreement or of any provision hereof will be effective unless it is in writing and signed by the Party against whom such waiver is sought to be enforced.
 
 
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12.4
Any delay by any person in exercising, or failure to exercise, any right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
 
13.
ENTIRE AGREEMENT
 
13.1
This Agreement and the documents and instruments delivered in connection therewith contain the entire agreement and understanding between the Parties relating to the transactions contemplated by this Agreement, subject to modification or waiver in accordance with this Agreement, and supersede all previous agreements, understandings or arrangements (whether express, implied, oral or written (whether or not in draft form)) between the Parties relating to the Transaction, which shall cease to have any further force or effect.
 
13.2
Each of the Parties acknowledges that in entering into this Agreement it has agreed not to rely on any representation, warranty, collateral contract, undertaking or other assurance (except those Warranties and undertakings expressly set out in this Agreement) made by or on behalf of the other Party before the signature of this Agreement including during the course of negotiating this Agreement. Each of the Parties waives all rights and remedies which, but for this Clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract, undertaking or other assurance, provided that nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
 
14.
FURTHER ASSURANCE
 
Without prejudice to any other provision of this Agreement, each of the Seller and the Purchaser shall, on being required to do so by the other, do or procure the doing of all such acts and/or execute or procure the execution of such documents as such other Party may from time to time reasonably require in order to vest any of the Sale Shares in the Purchaser or as otherwise may be necessary to implement and give full effect to this Agreement.
 
15.
GOVERNING LAW
 
15.1
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, English law.
 
16.
DISPUTE RESOLUTION
 
16.1
Any dispute, controversy or claim (including non-contractual claims, disputes or differences) (a “Dispute”) arising out of or in connection with this Agreement or its subject matter, including any question regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement, shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration (“LCIA Rules”) of the London Court of International Arbitration (“LCIA Court”), which LCIA Rules are deemed to be incorporated by reference into this clause.  In the event of any conflict between the LCIA Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail.  There shall be three arbitrators, and the Parties agree that one arbitrator shall be nominated by each of the Seller and the Purchaser for appointment by the LCIA Court in accordance with the LCIA Rules.  The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-appointed arbitrators within fourteen days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA Court.  The seat or place of arbitration shall be London, England.  The language to be used in the arbitral proceedings shall be English.  The award shall be final and binding on the
 
 
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Parties and may be entered and enforced in any court having jurisdiction. For the avoidance of doubt, the Parties acknowledge and agree that a court of any jurisdiction where the assets of a party against which enforcement of such arbitral award is sought may be found is a court of competent jurisdiction, including, without limitation, the Courts of Bermuda, and the Parties irrevocably consent to the non-exclusive jurisdiction in any such court in respect of any proceeding to enforce such arbitral award.
 
16.2
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:
 
 
(a)
by the First Panel, unless the LCIA Court decides that this panel would not be suitable; and
 
 
(b)
in accordance with the procedure specified in this Agreement pursuant to which the First Panel was appointed, unless otherwise agreed by the 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.
 
16.3
The arbitral tribunal’s powers shall include the power to award specific performance and injunctive relief, whether interim or final, and any such relief and any interim, provisional or conservatory measure ordered by the arbitral tribunal may be specifically enforced by any court of competent jurisdiction. Each party to the arbitration proceeding retains the right to seek interim, provisional or conservatory measures in accordance with Clause 16, and any such request shall not be deemed incompatible with the agreement to arbitrate or constitute a waiver of the right to arbitrate.
 
16.4
Except for arbitration proceedings pursuant to Clause 16, no action, lawsuit or other proceeding (other than proceedings for the confirmation or enforcement of an arbitration award, an action to compel arbitration or an application for interim, provisional or conservatory measures in connection with the arbitration) shall be brought by or between the Parties in connection with any matter arising out of or in connection with this Agreement. Each party irrevocably waives any right to seek determination of any question of law arising in the course of arbitration from the Commercial Court in London, England (the “Commercial Court”).  Notwithstanding the foregoing, each Party agrees that it shall not, directly or indirectly, whether through any agent, Affiliate, Representative or otherwise, apply for any interim, provisional or conservatory measures in connection with an arbitration before any court located in the United States, the Russian Federation, Ukraine, any other state of the Commonwealth of Independent States (CIS) or Egypt; provided, however, that nothing in this Section 16.4 shall preclude, in any manner whatsoever, any Party from seeking any such measure based upon (A) any order or judgment, whether provisional or final, of any English court or (B) any order, directive, award or ruling, whether interim or final, of any arbitral tribunal in any arbitration proceeding hereunder. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit or proceeding brought in the Commercial Court and any claim that any such action, suit or proceeding brought in the Commercial Court has been brought in any inconvenient forum. Nothing herein shall affect the right of any Party
 
 
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to serve process in any other manner permitted by applicable law or to commence legal proceedings or otherwise proceed against another Party in any other jurisdiction in a manner not inconsistent with this Section 16.4.
 
17.
AGENT FOR SERVICE OF PROCESS
 
17.1
Each Party which is not a company incorporated in England and Wales shall at all times maintain an agent for service of process in England. Each Party irrevocably appoints Law Debenture Corporate Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom (each such entity or any replacement agent appointed pursuant to Clause 17.3, the “Agent”) as its agent for such purpose.
 
17.2
Without prejudice to any other permitted mode of service, each Party agrees that service of any claim form, notice or other document for the purpose of any Proceedings begun in England shall be duly served upon it if served on the Agent in any manner permitted by the Civil Procedure Rules, whether or not it is forwarded to the Party.
 
17.3
If for any reason the Agent appointed by any Party at any time ceases to act as such, such Party shall promptly appoint another agent and promptly notify the other Party of the appointment and the new agent's name and address. If the Party concerned does not make such an appointment within seven (7) Business Days of such cessation, then the other Party may do so on its behalf.
 
17.4
Notwithstanding the forgoing provisions of this Clause 17, 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 manner as Notices in accordance with Clause 6. This Clause does not prevent a Process Document being served in any other manner permitted by applicable law.
 
18.
INDEMNITY
 
18.1
The Seller (for these purposes, the Indemnifying Party as defined below in Clause 18.2) will indemnify, defend, save and hold the Purchaser (for these purposes, the Indemnified Party as defined below in Clause 18.2) harmless from and against the Withholding Tax Liability. For the purposes of this Agreement, the “Withholding Tax Liability” shall mean the amount of any withholding tax on dividends (including all related fines, penalties, charges and interest) imposed by a Tax Authority in the Netherlands in relation to the Sale Shares with respect to the period of time during which the Seller owned such Sale Shares prior to the Completion, to the extent that such amount is assessed upon the Purchaser and not otherwise settled by the Seller.
 
18.2
The Seller and the Purchaser (as the case may be, the “Indemnifying Party”) will indemnify, defend, save and hold the other (the “Indemnified Party”) harmless from and against any and all cost, loss, liability, damages, judgment or expense (including reasonable attorneys’ fees and expenses and other reasonable costs and expenses incidental to any Proceeding) (“Loss”) actually incurred or sustained by the Indemnified Party as a result of (a) any breach of any Warranty given or made by the Indemnifying Party in this Agreement or (b) the non-compliance with or non-performance of any agreement, obligation or covenant of the Indemnifying Party thereunder; provided that:
 
 
(a)
the Indemnifying Party shall have no liability in respect of any claim unless written notice describing the nature of such claim shall have been given to the Indemnifying Party by the Indemnified Party in accordance with Clause 6 within 24 months of the Completion Date or, with respect the Withholding Tax Liability or to any claim of the Purchaser for breach of the Warranty set out in Clause 5.2(b), within 5 years of the
 
 
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close of the calendar year in which the Completion Date occurs, provided that there shall be no time limit for the Purchaser serving a notice of claim for breach of the Warranty set out in Clause 5.2(a);
 
 
(b)
the Indemnified Party shall not be entitled to be paid in full more than once in respect of any Loss arising out of the same subject matter (regardless of whether it pursues an indemnity claim under Clause 18.1 or 18.2, or resorts to any other remedy allowed under Clause 18.7);
 
 
(c)
if any potential claim shall arise by reason of a liability which is contingent only, then the Indemnifying Party shall have no obligation to make any payment in respect of such claim until such time as the contingent liability ceases to be contingent and becomes actual; and
 
 
(d)
the Indemnifying Party shall have no liability in respect of (i) any claim for indirect, special or consequential damages or loss of profit, or (ii) that portion of the Losss arising under a claim which is the direct result of the Indemnified Party's failure to take actions, which were reasonably available to it, to mitigate the consequences of such claim.
 
18.3
Promptly after service of notice of any Proceedings by any third person in any matter in respect of which indemnity may be sought from a Party pursuant to this Agreement, the Indemnified Party in receipt of the claim shall promptly notify the Indemnifying Party of the receipt thereof. Failure to give such notice promptly shall not relieve the Indemnifying Party of its obligation hereunder; provided, however, that if such failure to give notice promptly adversely affects the ability of the Indemnifying Party to defend such claims or materially increases the amount of indemnification which the Indemnifying Party is obligated to pay hereunder, the amount of indemnification to which the Indemnified Party will be entitled shall be reduced to the amount which the Indemnified Party would have been entitled to receive had such notice been timely given.
 
18.4
Unless the Indemnifying Party shall notify the Indemnified Party that the Indemnifying Party elects to assume the defence of any such Proceedings or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defence (and in no event later than twenty (20) days following the aforesaid notice)), the Indemnified Party shall assume the defence of any such Proceedings or settlement thereof. In any event, such defence shall be conducted expeditiously (but with due regard for obtaining the most favourable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party or Indemnified Party, as the case may be, shall be advised promptly of all developments.
 
18.5
If the Indemnifying Party assumes the defence, the Indemnified Party will have the right to participate fully in any such Proceedings and to retain its own counsel, but the fees and expenses of such counsel will be at its own expense, unless (a) the Indemnifying Party shall have agreed to the retention of such counsel or (b) the named parties to any such Proceedings (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  No settlement of a claim, admission of liability, agreement or compromise in respect of a claim by either the Seller or the Purchaser shall be made without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
 
18.6
Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defence of any such Proceedings (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such matter) to the extent that a claimant in
 
 
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the Proceedings seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party and the Indemnified Party shall have the right to settle such matter without the prior written consent of the Indemnifying Party unless such settlement involves the payment of money, in which event the required prior written consent shall not be unreasonably withheld or delayed.
 
18.7
After Completion, save in the case of fraud or fraudulent misrepresentation, the indemnification provided in this Article 18 shall be the sole and exclusive remedy of any Party for any claim for breach of Warranty (other than claims for specific performance), and the Parties hereby waive any and all other remedies, including rescission of this Agreement and any and all such other remedies as may be provided by applicable law.
 
18.8
The aggregate liability of each Party in respect of any and all claims, whether pursuant to this Section 18 or otherwise, arising on or after Completion under this Agreement shall not exceed the Purchase Price.
 
19.
PAYMENTS
 
 
19.1
Any amount payable under this Agreement by one Party to another shall (other than expressly provided in this Agreement) be made in full and shall be free and clear of deduction or withholding of any kind other than any deduction or withholding required by applicable law.
 
 
19.2
If a Party is required by applicable law to make a deduction or withholding from any payment to another Party under this Agreement (other than a payment of interest), that Party shall pay such sum as will, after the making of any such deduction or withholding, leave the recipient of the payment with the same amount as it would have received had no deduction or withholding been made.
 
20.
ADDITIONAL COVENANTS
 
20.1
Without prejudice to Clause 20.2, the Parties  agree to use commercially reasonable efforts, and to take such action as reasonably necessary, to cause (i) the FAS Claim and the Interim Measures and (ii) the action (2012: No. 217) filed by Telenor in the Supreme Court of Bermuda on 12 June 2012 to be withdrawn and the relevant proceedings properly terminated.
 
20.2
The Purchaser hereby irrevocably releases and waives in full any and all rights and claims it has or may have against the Seller with respect to the subject matter of the allegations it made in its letters to the Company’s Supervisory Board on 1 June 2012 and 12 June 2012, including any right to participate in any mandatory tender offer the Seller would be obligated to launch pursuant to bye-law 16 of the Company’s bye-laws.
 
20.3
Each of the Parties shall execute its obligations hereunder in good faith and shall deal fairly with the other Party.
 
20.4
The Seller agrees to supply the Purchaser with any relevant information available to it as to its status with respect to the exemption from withholding tax on dividends in the Netherlands (in relation to the Sale Shares for the period of time in which Seller owned such Sale Shares) without undue delay upon request of the Purchaser if the Purchaser can reasonably demonstrate to the Seller that it needs to avail of such information, e.g. within the context of a discussion or dispute with or audit by a Tax Authority in the Netherlands.
 
 
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Schedule 1
 
Form of Letter to the Company
 
Dear Sirs,
 
 
On 15 August 2012, Altimo Coöperatief U.A. (“Altimo”) and Weather Investment II S.à r.l. (“Weather II”) entered into a Securities Purchase Agreement, pursuant to which Weather II sold to Altimo, on that same date, 305,000,000 shares of common stock of VimpelCom Ltd. (the “Transaction”), such shares representing Weather II's remaining common shares in VimpelCom Ltd. (“VimpelCom”).  
 
As a result of the Transaction, we believe we have reached a commercial resolution to, and hereby irrevocably withdraw, our assertions set forth on a letter sent to you on 1 June 2012, and on a subsequent letter dated 12 June 2012, that Weather II and Telenor East Holding II A.S. (“Telenor”) were in breach of Section 16 of VimpelCom’s bye-laws.
 
Furthermore, we hereby confirm that we do not intend to intervene in the action (2012: No. 217) filed by Telenor in the Supreme Court of Bermuda on 12 June 2012, and we respectfully request that VimpelCom refuse to contest and accept all claims for declaratory relief asserted by Telenor in its Originating Summons and in the supporting Affidavit of Torbjørn M. Wist filed with the Supreme Court of Bermuda (2012: No. 217) on that same date.
 
 
 
Yours faithfully,
 
 
Yuri V. Musatov
Authorised Representative
Altimo Coöperatief U.A.

Copy: Weather Investments II S.à r.l.

 
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Schedule 2
 
Forms of Share Transfer Form
 
 
     
FULL NAME AND ADDRESS OF TRANSFEROR: 
  
Weather Investments II S.à r.l.
12, rue Guillaume Kroll
Luxembourg
 
FULL NAME AND ADDRESS OF TRANSFEREE:
  
Altimo Coöperatief U.A.
Teleportboulevard 140, 1043EJ Amsterdam
the Netherlands
FULL NAME OF COMPANY:
  
 
VIMPELCOM LTD.
 
NUMBER AND FULL DESCRIPTION OF SHARES: 
  
305,000,000 fully-paid Common Shares of par value US$0.001 each
 
CONSIDERATION:
 
  
 
US$3,600,000,000
 
 
The Transferor hereby transfers to the Transferee the shares described above free of all liens, charges and encumbrances (subject to the provisions regarding encumbrances under the Share Purchase Agreement dated 15 August 2012 between the Transferor and the Transferee) and together with all rights now or hereafter attaching thereto, but subject to the Memorandum of Association and Bye-laws of the Company.
 
         
DATED: 15 August 2012
 
    
  
  
Duly signed by or on behalf of:
 
    
  
  
THE TRANSFEROR
    
  
Weather Investments II S.à r.l.
     
  
  
     
         
         
In the presence of:
 
    
  
  
     
Signature of witness
    
  
  
         
Name of witness
    
  
  
         
Address of witness
    
  
  
 
 
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Schedule 3
Form of Instruction Letter
 
Weather Investments II S.à r.l.
12, rue Guillaume Kroll
Luxembourg
 
August 15, 2012
 
 
MQ Services Ltd.
Victoria Place
31 Victoria Street
Hamilton HM 10
Bermuda
 
Ladies and Gentlemen:
 
 
We (“Weather”) refer to our sale and transfer today of 305,000,000 Common Shares to Altimo Coöperatief U.A. (the “Transferee”), as described in more detail on the attached Share Transfer Form (the “Transfer”). We hereby instruct you, upon giving effect to such Transfer, to cancel the following share certificates: Share Certificates # 22, 24, 25, 26, 36 and 37.
 
For the avoidance of doubt, the remaining common shares held by Weather, and the common shares transferred to the Transferee pursuant to the instructions given today shall be held in uncertificated form following such Transfer. After having implemented the Transfer and reflected it on the register of members of the Company (the “Register”), please immediately deliver an updated copy of the Register to us and the Transferee by fax and e-mail to the addresses below.
 
Altimo Coöperatief U.A.
Fax No. : +31 20 6447011
e-mail address: musatov@altimo.ru
 
with copies to:
 
Lorenzo Corte and Pranav Trivedi
Skadden, Arps, Slate, Meagher & Flom LLP
Fax No. +44 20 7519 7070
e-mail address: lorenzo.corte@skadden.com, pranav.trivedi@skadden.com
 
and

Weather Investments II S.à r.l.
12, rue Guillaume Kroll
Luxembourg
Fax No. +352 26 48 15 09
e-mail address: Michel.hubert@weathertwo.com, Fabio.ceccarelli@weathertwo.com
 
Pierre-Yves Chabert and Gamal Abouali
Cleary Gottlieb Steen & Hamilton LLP
Fax No. +33 (0) 1 40 74 68 88
e-mail address: pchabert@cgsh.com, gabouali@cgsh.com
 
Very truly yours,
 
 
Weather Investments II S.à r.l.
  
       
By
      
Name:
        
Director
        
 
 
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IN WITNESS whereof this Deed has been duly executed the day and year first before written
 
 
WEATHER INVESTMENTS II S.À R.L.
 
___/s/ Naguib Sawiris_____________
Name: Naguib Sawiris
 
Office: Class A Manager
 
in the presence of:                                                   )
 
 
Witness:
 
Signature: /s/  Christophe Rosman
 
Name: Christophe Rosman
Address: 3 Rue Louis Aneglia
  98000 Monaco
 
Occupation: Attorney at law
  
ALTIMO COÖPERATIEF U.A.
 
_/s/ Franz Wolf__________
 
Name: Franz Wolf
 
Office: Director
 
in the presence of:                                                   )
 
Witness:
 
Signature: /s/ Yuri Mikhailenko
 
Name: Yuri Mikhailenko
 
Address:      902 Summer Dreams
                         Majestic Ocean Plaza
                   Gibraltar
 
Occupation:  Asset Manager

 
 
   
 
__ /s/ A.L. van Haaften____________
 
Name: A.L. van Haaften
 
Office: Managing Director B
 
in the presence of:                                                   )
 
Witness:
 
Signature: /s/ Lars van Marreio
 
Name:  Lars van Marreio
 
Address: Orangefield Trust (Netherlands) B.V.
  Teleportboulevard 140
              P.O. Box 2838
  1000 CV Amsterdam
  The Netherlands
 
Occupation:
 
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