<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
------------------------------------------------
(Name of Issuer)
Common Stock, 0.005 rubles nominal value
----------------------------------------
(Title of Class of Securities)
68370R 10 9
-----------
(CUSIP Number)
Kaare Magnus Risung, Esq.
Telenor AS
Keysers Gate 13/15
------------------
N-0130 Oslo, Norway
47-23-138-491
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2, 1999
------------
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter S. O'Driscoll, Esq.
Coudert Brothers
60 Cannon Street
London EC4N 6JP
England
44-171-248-3000
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13D-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page will be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page will 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 will be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
- ------------------------
CUSIP NO. 6837OR109
- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor East Invest AS
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Norway
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
8,902,201/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,902,201/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,902,201/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
31.6% of the issued and outstanding Common Stock (25.7% of the issued and
outstanding voting capital stock)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________________
/1/ The Reporting Person's power to vote and dispose of 3,402,201 of such shares
is subject to the Reporting Person's payment of the full purchase price for such
shares, as discussed in Item 4 of the statement on Schedule 13D filed in respect
of an event which occurred on December 1, 1998, as amended and supplemented by
Item 4 herein.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 68370R 109
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor AS
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Norway
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
8,902,201/2/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,902,201/2/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,902,201/2/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17
CFR 240.13d-4] under the Securities Exchange Act of 1934.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
31.6% of the issued and outstanding Common Stock (25.7% of the issued and
outstanding voting capital stock)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________
/2/ The Reporting Person disclaims beneficial ownership of all shares.
2
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
-------------------
The statement on Schedule 13D relating to the common stock, 0.005 rubles
nominal value (the "Common Stock"), of Open Joint Stock Company "Vimpel-
Communications," a Russian open joint stock company ("VimpelCom"), as previously
filed by Telenor East Invest AS and Telenor AS is hereby amended and
supplemented with respect to the items set forth below.
Item 4. Purpose of Transaction
----------------------
Description of Primary Agreement
- --------------------------------
Purchase Terms
Telenor acquired the Purchaser's Shares on May 28, 1999. Pursuant to the
terms of the Primary Agreement and Escrow Agreement, on May 28, 1999 and June 2,
1999, Telenor purchased an aggregate of 5,500,000 of the Purchaser's Shares at a
purchase price of $18.19 per share ($13.64 per ADS) plus interest accruing from
the date of approval of the transaction by VimpelCom's shareholders on January
29, 1999, and Telenor became the registered owner of the remaining Purchaser's
Shares by paying their nominal value of .005 rubles per share. The full
purchase price of the remaining Purchaser's Shares will be paid to VimpelCom in
up to five additional installments over the next eight months, subject to
Telenor's right to pay the balance of the purchase price of the remaining
Purchaser's Shares in a single installment, in accordance with the Primary
Agreement and the Escrow Agreement. Copies of the Primary Agreement and Escrow
Agreement were filed as Exhibits B and C, respectively, to the statement on
Schedule 13D filed in respect of an event which occurred on December 1, 1998,
and are incorporated herein by reference.
Conditions Precedent to Purchase
As a condition precedent to Telenor's purchase, Telenor and VimpelCom
entered into reciprocal service obligation agreements, under which each of
Telenor and VimpelCom will second their employees to the other, for the purpose
of providing management training and engineering know-how (individually, each a
"Service Obligation Agreement" and, collectively, the "Service Obligation
Agreements"). Under the terms of Telenor's Service Obligation Agreement with
VimpelCom, for three years beginning January 1, 1999, Telenor will provide up to
five professional managers to VimpelCom. In addition, at VimpelCom's request,
Telenor may provide additional temporary personnel to provide technical
services, information technology and project support, and also individuals
capable of participating in task-force or work-shop activities, such as vendor
contract negotiations, market plan reviews and management training. Telenor's
Service Obligation Agreement with VimpelCom also provides that VimpelCom may
place its employees with Telenor on a temporary basis for the purpose of gaining
work experience and obtaining technical, managerial and professional training.
Under the terms of VimpelCom's reciprocal Service Obligation Agreement with
Telenor, VimpelCom will provide personnel to Telenor at Telenor's request.
<PAGE>
Either party may terminate a Service Obligation Agreement (a) upon three
months' notice to the other party (although Telenor is not entitled under its
Service Obligation Agreement with VimpelCom to exercise such rights for three
years), and (b) by giving notice with immediate effect, if (i) an event of force
majeure prevents the other party's performance of its obligations under a
Service Obligation Agreement for a continuous period of three calendar months,
(ii) the other party is the subject of a bankruptcy order, or goes into
liquidation or if a receiver is appointed over its assets, (iii) the other party
commits a material breach of its obligations under a Service Obligation
Agreement and fails to cure such breach within thirty days' notice of such
breach, or (iv) the other party has terminated the other Service Obligation
Agreement.
Telenor, VimpelCom and the Significant Zimin Shareholders entered into a
letter agreement (the "Letter Agreement") regarding certain further actions,
including (a) the provision of VimpelCom's standard director indemnification
agreements to the Telenor representatives who are members of VimpelCom's Board
of Directors, (b) the adoption of regulations for VimpelCom's Audit Commission,
(c) the adoption of by-laws for a consultative body to VimpelCom's President and
Chief Executive Officer, the recommendations of which would be non-binding, and
(d) the adoption by VimpelCom's Board of Directors of procedures for approving
"interested party transactions" under Russian law. The Letter Agreement includes
an agreement between Telenor and the Significant Zimin Shareholders to vote
their shares of VimpelCom in favor of these actions and otherwise to support
their implementation.
Disclaimer
- ----------
The preceding summary of certain provisions of the Service Obligation
Agreements and the Letter Agreement is not intended to be complete and is
qualified in its entirety by reference to the full text of such agreements,
copies of which are filed as Exhibits A, B and C hereto, respectively, and which
are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b). As of May 28, 1999, Telenor is the direct beneficial owner of
8,902,201 shares of Common Stock of VimpelCom, which constitute 25.7% of the
issued and outstanding voting capital stock (31.6% of the issued and outstanding
shares of Common Stock) of VimpelCom.
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer
-----------------------------------
Except as provided in the Service Obligation Agreements and the Letter
Agreement, or as set forth herein, neither Telenor nor Telenor AS, nor, to the
best of Telenor's and Telenor AS's knowledge, none of the individuals named in
Item 2 of Schedule 13D filed in respect of an event which occurred on December
1, 1998 (and which is incorporated herein by reference) has entered into any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of VimpelCom, including, but not
limited to, transfer or voting of any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
2
<PAGE>
Item 7. Material to be Filed as Exhibits
--------------------------------
1. Attached hereto as Exhibit "A" is a conformed copy of the Service
Obligation Agreement dated as of December 1, 1998 between Telenor
and VimpelCom.
2. Attached hereto as Exhibit "B" is a conformed copy of the Service
Obligation Agreement dated as of December 1, 1998 between
VimpelCom and Telenor.
3. Attached hereto as Exhibit "C" is a conformed copy of the Letter
Agreement dated May 28, 1999 among Telenor, VimpelCom and the
Significant Zimin Shareholders.
3
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment to the statement on
Schedule 13D is true, complete and correct and that such statement, as amended
hereby, is true, complete and correct.
Dated: June 7, 1999 TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Attorney-in-Fact
TELENOR AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Attorney-in-Fact
4
<PAGE>
INDEX TO EXHBITS
Exhibit "A" a conformed copy of the Service Obligation Agreement dated as
of December 1, 1998 between Telenor and VimpelCom, relating to
the secondment of certain Telenor personnel to VimpelCom.
Exhibit "B" a conformed copy of the Service Obligation Agreement dated as
of December 1, 1998 between VimpelCom and Telenor, relating to
the secondment of certain VimpelCom personnel to Telenor.
Exhibit "C" a conformed copy of the Letter Agreement dated May 28, 1999
among Telenor, VimpelCom and the Significant Zimin Shareholders
relating to certain post-closing undertakings.
<PAGE>
Exhibit A
CONFORMED COPY
_____________________________________________
SERVICE OBLIGATION AGREEMENT
dated as of December 1, 1998
between
TELENOR EAST INVEST AS
and
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
_______________________________________________________________
<PAGE>
SERVICE OBLIGATION AGREEMENT dated as of December 1, 1998 between TELENOR
EAST INVEST AS, a corporation organized and existing under the laws of Norway
("Telenor"), and OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS", an open joint
- ---------
stock company organized and existing under the laws of the Russian Federation
(the "Company").
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WITNESSETH
WHEREAS, the Company and Telenor are parties to the Primary Agreement dated
as of December 1, 1998 (the "Primary Agreement") between Telenor and the
-----------------
Company;
WHEREAS, the Company and Telenor are parties to the Service Obligation
Agreement dated as of December 1, 1998 pursuant to which the Company has
undertaken to provide personnel to perform certain functions for Telenor, to
support the implementation of certain projects by Telenor and to train certain
personnel of Telenor, in each case, on and subject to the terms and conditions
set forth therein;
WHEREAS, Telenor has personnel who are experienced in the field of
telecommunications;
WHEREAS, the Company wishes to make use of such personnel; and
WHEREAS, Telenor is willing to provide such personnel to perform certain
functions for the Company, to support the implementation of certain projects
undertaken by the Company and to train certain personnel of the Company, in each
case, on and subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Unless otherwise defined herein, terms defined in the Primary Agreement are
used herein as therein defined. In addition, the following terms shall
have the following meanings:
"Agreement" means this Service Obligation Agreement and the Appendices;
---------
"Annual Fee" has the meaning specified in Section 2.1.1.
----------
"Assignment" means the designation of Personnel to perform services for the
----------
Company pursuant to this Agreement.
"Company" has the meaning specified in the preamble hereto.
-------
1
<PAGE>
"Event of Force Majeure" has the meaning specified in Section 13.
----------------------
"Excess Costs" has the meaning specified in Section 2.1.2.
------------
"First Assignment Period" has the meaning specified in Section 2.1.
-----------------------
"Notice Period" has the meaning specified in Section 2.1.2.
-------------
"Offer" means a confirmation issued by Telenor to the Company
-----
(substantially in the form of Appendix B) in response to a Request.
"Parties" means Telenor and the Company, and "Party" means either of them.
------- -----
"Personnel" means an individual or individuals assigned by Telenor to
---------
provide services to the Company under this Agreement, including, without
limitation, any Primary Secondee or Project Support Provider.
"Placement Opening" has the meaning specified in Section 3.1.
-----------------
"Primary Agreement" has the meaning specified in the first recital hereto.
-----------------
"Project Support Provider" has the meaning specified in Section 4.1.
------------------------
"Request" means a request for Personnel issued by the Company to Telenor
-------
(substantially in the form of Appendix A).
"Service" means the provision of Personnel to the Company by Telenor under
-------
this Agreement for the purposes described in any Request issued hereunder.
"Short Term Support Provider" has the meaning specified in Section 4.2.
---------------------------
"Telenor" has the meaning specified in the preamble hereto.
-------
"Termination Date" has the meaning specified in Section 12.2.
----------------
"VAT" has the meaning specified in Section 2.1.1.
---
1.2 Unless the context of this Agreement otherwise requires, the following
rules of interpretation shall apply to this Agreement:
(a) the singular shall include the plural, and the plural shall include
the singular;
(b) words of any gender shall include the other gender;
(c) the words "hereof", "herein", "hereby", "hereto" and similar words
refer to this entire Agreement and not to any particular Section or
any other subdivision of this Agreement;
(d) a reference to any "Section" or "Appendix" is a reference to a
specific Section of, or Appendix to, this Agreement;
2
<PAGE>
(e) a reference to any law, statute, regulation, notification or statutory
provision shall include any amendment, modification or re-enactment
thereof, any regulations promulgated thereunder from time to time, and
any interpretations thereof from time to time by any regulatory or
administrative authority, whether or not having the force of law;
(f) a reference to any agreement, instrument, contract or other document
shall include any amendment, amendment and restatement, supplement or
other modification thereto;
(g) a reference to any Person shall include such Person's successors and
permitted assigns under any agreement, instrument, contract or other
document; and
(h) a reference to "employees" of Telenor shall also include employees of
any of Telenor's Affiliates and those subcontractors notified in
advance to, and accepted by, the Company.
2 Requests for and PROVISION OF PERSONNEL
2.1 For a period of three (3) years commencing on January 1, 1999 and ending on
December 31, 2002 (the "First Assignment Period"), Telenor shall provide
-----------------------
the Company with five (5) professionals, three (3) of whom are named on
Appendix C (together with any of their replacements and any additional
individuals appointed under this Agreement, the "Primary Secondees"). The
-----------------
remaining two initial Primary Secondees shall be requested by the Company,
selected by Telenor and appointed by the Company at the deputy or assistant
manager level in accordance with Section 2.2. The Parties may from time to
time agree upon the provision of additional Primary Secondees to the
Company under this Agreement. The Company shall pay to Telenor for each
Primary Secondee the amount specified in this Section 2.1. All proposed
Assignments of Primary Secondees (other than the three (3) initial Primary
Secondees named on Appendix C) shall be subject to the Request and Offer
procedure set forth in Section 2.2.
2.1.1 Subject to adjustment in accordance with Section 2.1.2 and 2.1.3,
the annual fee for each such Primary Secondee shall be US$150,000
(the "Annual Fee"), exclusive of any applicable Russian value added
----------
tax ("VAT"). The Annual Fee shall be paid by the Company to Telenor
---
in quarterly installments in accordance with Section 9. With respect
to any Personnel, unless otherwise agreed by the Parties in writing,
the Annual Fee shall be inclusive of all expenses, wages and costs
relating to such Personnel.
2.1.2 Not more than thirty (30) but not less than fifteen (15) days prior
to the end of each of the first and second years of the First
Assignment Period (the "Notice Period"), Telenor may advise the
-------------
Company whether the actual cost incurred by Telenor with regard to
any Primary Secondee is forecasted to exceed US$350,000 in the
coming year and the amount of such excess (the "Excess Costs").
------ -----
Telenor shall compute the actual cost of the Primary Secondees on
the basis of actual and reasonable documented costs, verifiable by
the
3
<PAGE>
Company, consistent with Telenor's General Regulations for Posting
Abroad attached as Appendix D (which may be amended by Telenor from
time to time) and reflective of generally applicable conditions for
Persons expatriated to the Russian Federation. Upon request by the
Company, Telenor shall make available to the Company for
verification purposes all cost information and calculations relating
thereto used by Telenor in determining Excess Costs.
2.1.3 With respect to any Primary Secondee, the Excess Costs for the
second and third years of the First Assignment Period, verified and
agreeable to the Company, shall be borne fifty percent (50%) by the
Company and fifty percent (50%) by Telenor. Accordingly, if there
are Excess Costs with respect to a Primary Secondee in the second or
third year of the First Assignment Period, the Annual Fee for such
year shall be equal to the sum of US$150,000 and fifty percent (50%)
of the Excess Costs for such Primary Secondee for such year, as
determined in accordance with Section 2.1.2.
2.1.4 The Company shall in no event be liable retroactively for any actual
costs which exceed Excess Costs or, in the event Telenor fails to
notify the Company of the existence of Excess Costs during the
Notice Period, for any non-notified Excess Costs.
2.1.5 The Company shall in no event be liable for any Russian taxes
payable by any of the Personnel.
2.1.6 Telenor shall from time to time provide tax exemption certificates
in the form prescribed by Russian legislation and with the proper
notations of the Russian tax authorities to the Company to permit
the Company to avoid withholding obligations that would arise absent
such certificates. Telenor shall ensure that such certificates
remain in effect during all Assignments and cover all Annual Fees
and Excess Costs payable by the Company. If Telenor does not provide
such certificates prior to the date on which the Company is
scheduled to make any payment under this Agreement (subject to any
written request by Telenor to delay such payment), or if any
certificate provided by Telenor to the Company ceases to be in
effect, the Company may withhold the appropriate amount of tax in
accordance with applicable law, such withholding shall not be
considered a breach of the Company's obligations under this
Agreement, and the Company shall not be obligated to pay interest
under Section 9.2 on any payment delayed solely as a consequence of
failure by Telenor to have obtained or maintained any such
certificate.
2.2 During the term hereof, Personnel (in addition to the three (3) initial
Primary Secondees named on Appendix C) may be requested by the Company from
Telenor, and employees of the Company may be placed with Telenor, in the
following manner:
2.2.1 The Company shall submit a Request to Telenor.
2.2.2 Telenor shall use reasonable efforts to supply or procure Personnel
or provide a Placement Opening conforming to the terms of such
Request, and Telenor shall
4
<PAGE>
provide the Company with an Offer within
thirty (30) days of receipt of such Request.
2.2.3 If such Offer is acceptable to the Company, such Offer shall be
signed by an authorized representative of the Company and a copy
thereof returned to Telenor. The Company and Telenor shall use
reasonable efforts to resolve any terms of such Offer which are
unacceptable to the Company.
2.2.4 Notwithstanding any contrary provision in this Agreement, Telenor
will be under no obligation to the Company in respect of the
provision of Personnel or a Placement Opening unless and until
Telenor has provided the Company with an Offer in respect of such
Personnel or a Placement Opening, as the case may be, and such Offer
is accepted and signed by the Company.
2.2.5 An Offer which has been accepted by the Company shall constitute an
integral part of this Agreement and, except to the extent otherwise
specified therein, be wholly subject to the terms and conditions of
this Agreement.
2.2.6 Upon request, Telenor shall provide the Company with information
regarding the experience and skills possessed by all Personnel who
are the subject of an Offer. In addition, Telenor shall make such
proposed Personnel reasonably available to the Company for the
purpose of being interviewed by senior management of the Company.
2.3 Telenor will provide or procure required Personnel in a professional
manner, using persons suitably qualified to undertake such work.
2.4 It is envisaged that Personnel will be based at the Company's headquarters
in Moscow or at such other location as may be agreed in the Offer to which
such Personnel are subject.
2.5 The Company hereby acknowledges that all Assignments will be subject to
Telenor's General Regulations for Posting Abroad (the current version of
which is attached as Appendix D) may be in force from time to time. Upon
request by the Company from time to time, Telenor shall make available to
the Company the current version of such General Regulations for Posting
Abroad.
3 SECONDMENT OF COMPANY EMPLOYEES TO TELENOR
3.1 The Company shall have the right to place employees of the Company or any
of its Affiliates with Telenor on a temporary basis for the purpose of
gaining work experience and obtaining technical, managerial and
professional training (each, a "Placement Opening"). The terms of each
-----------------
such Placement Opening shall be subject to Telenor's approval. However,
the Company shall be entitled in its sole discretion to select the
employees who will participate in any Placement Opening.
3.2 Unless otherwise agreed by the Parties in an Offer which has been accepted
by the Company, Telenor shall assume and bear the costs of hosting the
employees of the Company placed with Telenor pursuant to this Section 3.
5
<PAGE>
3.3 The employees of the Company placed with Telenor shall be subject to and
shall comply with all rules and regulations generally applicable to Telenor
employees, including, without limitation, those rules and regulations
governing security clearance.
4 PROJECT SUPPORT PROVIDERS AND OTHER TELENOR APPOINTEES
Subject to Section 12.6, during the term of this Agreement:
4.1 The Company may request Telenor to provide the Company with individuals who
can provide technical services, information processing and project support
(each, a "Project Support Provider").
------------------------
4.1.1 All proposed Assignments of Project Support Providers shall be
subject to the Request and Offer procedure set forth in Section 2.2.
4.1.2 Notwithstanding Section 6.1, Telenor shall exercise all reasonable
endeavors to provide fully qualified Project Support Providers to
the Company in accordance with Requests, but makes no warranties of
any kind as to the same, either express or limited, except that
Telenor warrants the validity of any Project Support Provider's
qualifications communicated by Telenor to the Company in writing.
4.2 The Company may request Telenor to provide the Company with individuals
capable of participating in activities of a task-force or work-shop nature,
including, without limitation, vendor contract negotiations, network roll
out, IT systems reviews, market plan reviews and management training (each,
a "Short Term Support Provider").
---------------------------
4.2.1 All proposed Assignments of Short Term Support Providers shall be
subject to the Request and Offer procedure set forth in Section 2.2.
4.2.2 Unless otherwise agreed by the Parties in an Offer which has been
accepted by the Company, Telenor shall be responsible for all travel
and accommodation expenses for Short Term Support Providers, and the
Company shall be responsible for any consultancy fees which may
arise in connection with the use of non-Telenor personnel as Short
Term Support Providers when the Parties have mutually agreed upon
the use of such non-Telenor personnel.
5 DURATION OF ASSIGNMENTS
5.1 The period for which any Personnel shall be assigned to the Company shall
commence on the date specified in the Offer accepted by Telenor in respect
of such Personnel, and shall continue for the duration specified therein,
unless extended by the written agreement of the Parties.
5.2 The duration of an Assignment shall include reasonable time to travel to
and from the Russian Federation at the commencement and completion of the
Assignment.
6
<PAGE>
6 PERSONNEL
6.1 Telenor shall use reasonable efforts to provide the Personnel named in an
Offer, or in the absence of any named Personnel, such professionals as it
considers most suitably qualified to perform the Assignment. Telenor shall
endeavor to maintain the continuity of Personnel throughout an Assignment
but reserves the right at any time to vary Personnel upon reasonable
notice.
6.2 The Personnel assigned by Telenor to the Company under this Agreement shall
at all times remain the employees of Telenor
6.3 Any Personnel assigned by Telenor to the Company shall offer the Company
their full time and services and shall be under the direction, control and
supervision of the Company for the agreed period of such Assignment.
Telenor shall make reasonable efforts to ensure that Personnel will comply
with all reasonable instructions and directions issued by the Company,
including, without limitation, rules and regulations applicable to security
clearance. The Personnel shall also be subject to, and shall comply with,
all rules and regulations applicable to employees of the Company in the
corresponding class generally. The Company shall be responsible for the
costs of all business related trips initiated by the Company for any
Personnel in accordance with the Company's policy in effect with respect to
employees of the Company in the corresponding class generally.
6.4 Nothing in this Agreement shall prevent Telenor from providing similar
services to third parties with Personnel other than those assigned to the
Company or to restrict Telenor's use of such Personnel in any way after the
conclusion of such Personnel's Assignment. Telenor shall also cause all
Personnel to be bound by and comply with the confidentiality provisions set
forth in Section 11.
6.5 The Company shall have the right to terminate any Assignment at any time by
giving written notice thereof to Telenor. If such rejection is exercised
within ninety (90) days of the commencement date of such Personnel's
Assignment, Telenor undertakes to replace any rejected Personnel as soon as
practicable at no additional cost to the Company. The Company shall pay
for the rejected Personnel until the effective date of the rejection
notice.
If a rejection notice is received by Telenor after the initial period of
ninety (90) days, all costs and relevant expenses associated with such
rejected Personnel incurred up to thirty (30) days after the date of the
rejection notice shall be for the Company's account.
6.6 Within a reasonable period prior to the end of any period of an Assignment,
the Company shall cooperate with Telenor and the Personnel as to the
repatriation of such Personnel to Telenor.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Telenor shall have an irrevocable, royalty-free, non-exclusive, non-
transferable license to use any reports, information, drawings, software,
or other material produced by
7
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Personnel under this Agreement for its own internal purposes, although
copyright and any other intellectual property rights in such material shall
be vested in and remain the absolute property of the Company or its
licensor. Nothing in this Agreement shall prevent Telenor from making use
of know-how acquired, principles learned or developed or experience gained
during the performance of this Agreement, provided such use is not
detrimental to the Company.
7.2 Subject to Section 7.1, nothing in this Agreement shall be deemed to or
require Telenor to transfer, assign or license any intellectual property
rights to the Company.
7.3 Subject to Section 7.1, neither Party may make use of the other Party's
name, trade name, copyright or other intellectual property rights without
the prior written consent of the other Party.
8 INDEMNITY
8.1 Telenor shall indemnify the Company for any loss, damage, claim or cost to
the Company and/or any of its Affiliates to the extent such loss, damage,
claim or cost arises as a result of gross negligence or willful misconduct
by Telenor or any Personnel in relation to the performance of this
Agreement.
8.2 Telenor shall indemnify, defend and hold the Company harmless against all
claims, actions or proceedings (and all damages and costs in connection
therewith) brought or instituted or threatened against the Company and/or
Telenor by or on behalf of any Personnel as a result of (a) injury, disease
or death of such Personnel (except where caused by the willful misconduct
of the Company) and/or (b) a violation or an alleged violation by the
Company of such Personnel's rights under Norwegian labor or employment
laws.
8.3 Telenor's liability for errors or omissions in any part of the Service,
which may arise from any failure by Telenor to exercise the reasonable
skill and care expected of a provider of competent telecommunications staff
will be limited to re-provision of Personnel in order to correct such
errors or omissions.
8.4 Neither party shall be liable for loss (whether direct or indirect) of
profits, business, anticipated savings or for any indirect or consequential
loss whatsoever.
8.5 Each provision of this Section 8 limiting or excluding liability operates
separately in itself and shall survive independently of the others.
9 PAYMENTS
9.1 Telenor will invoice the Company at the end of each quarter for all sums
accrued and in arrears at such time under this Agreement and each Offer
which has been accepted by Telenor. Each invoice rendered by Telenor shall
be accompanied by an act of acceptance executed by Telenor which the
Company shall counter-sign and return to Telenor, evidencing the Company's
acceptance, which shall not be unreasonably withheld, of the services
rendered and, in accordance with such act of acceptance, the Company shall
effect payment to Telenor under the related invoice.
8
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9.2 Payment shall be made in US dollars and paid to Telenor's bank named in
such invoice, subject to compliance with applicable Russian Federation
currency laws and regulations, and is due within thirty (30) days of the
invoice date. Telenor may charge daily interest on late payments at an
annual rate equal to four percent (4%) plus the London Inter Bank Offered
Rate for deposits in US dollars for a period of one month, as published in
the Financial Times on the invoice date.
9.3 VAT, if any, in the amount then prescribed by Russian legislation, which is
incurred by Telenor, shall be specified in the acceptance act or invoice
and shall be paid by the Company.
10 SUPPORT, INFORMATION, DATA, OFFICE FACILITIES AND ACCESS
10.1 Subject to Section 11, the Company shall provide Telenor with all relevant
support, information and data available to the Company which may be
reasonably required by Telenor or the Personnel, from time to time, in
order to effectively perform their duties under this Agreement. The
Company, upon the receipt of a request from Telenor, shall provide the
Personnel, free of charge, and as promptly as practicable, with adequate
office accommodation, facilities and other support in Russia, including
national and international telephone access, computing equipment and
software, secretarial services and support and any stationery which such
Personnel may reasonably require for the effective performance of their
obligations under this Agreement.
10.2 Telenor shall, upon the receipt of a request from the Company, provide
those employees of the Company who are placed with Telenor in an advisory
capacity pursuant to Section 3, free of charge, and as promptly as
practicable, with adequate office accommodation, facilities and other
support in Norway, including national and international telephone access,
computing equipment and software, secretarial services and support and any
stationery which such employees of the Company may reasonably require for
the effective performance of this Agreement.
10.3 The Company shall provide the Personnel assigned to the Company at all
reasonable times with full and convenient access to the Company's premises
and use its reasonable endeavors to secure access for Telenor and the
Personnel to any third party premises necessary for the purpose of carrying
out their obligations under this Agreement; provided that, upon termination
of any Assignment in accordance with Section 4.5, the Company may in its
sole discretion terminate any and all such rights of access of the relevant
Personnel. Telenor shall provide employees of the Company placed with
Telenor pursuant to Section 3 with such access to Telenor's premises as is
contemplated by the Offer to which such Personnel are subject.
11 CONFIDENTIALITY
This Agreement and confidential information developed or compiled by or for
either Party in connection with this Agreement shall be treated by the Parties
and all Personnel as confidential, and neither Party hereto nor any Personnel
shall disclose such confidential information to any third party except with the
prior written approval of the other Party (or in the case of Personnel, without
the approval of the Company); provided, however, that any such confidential
information may be disclosed (a) on a need to know basis only and subject
9
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to prior written notice to the other Party, to an Affiliate or consultant of a
Party, or an arbitrator or a prospective Affiliate of a Party, purchaser or
lender with respect to either Party if such Person commits to be bound by the
terms of this Section 11; (b) if already known to the other Party without any
restriction on disclosure (other than through a breach of this Section 11); (c)
if and when such information becomes public knowledge through no act or omission
of a Party; or (d) in the reasonable judgment of the Party, if and to the extent
disclosure is required by governmental requirements, by a court of law or by the
requirements of applicable securities laws. Upon request by the Company, on
completion or termination of this Agreement, Telenor shall return to the Company
any confidential information then in its possession which it received from the
Company in connection with this Agreement.
12 EFFECTIVENESS, TERMINATION AND SURVIVAL
12.1 Subject to Section 12.6, this Agreement shall become effective on the
Closing Date and shall remain in effect until the Termination Date.
12.2 Either Party may terminate this Agreement at any time by giving the other
at least three (3) months' notice in writing, with a proposed termination
date designated therein (the "Termination Date") which is on or after the
----------------
date of expiry or termination of all of the Assignments then in effect
hereunder; provided that Telenor shall not be entitled to terminate this
Agreement pursuant to this Section 12.2 prior to the third anniversary of
the Effective Date.
12.3 Either Party may terminate this Agreement or any Assignment, with
immediate effect, by giving notice to the other Party if:
(a) an Event of Force Majeure prevents the performance of the whole or a
substantial part of the other Party's obligations under this
Agreement or such Assignment for a continuous period of three (3)
calendar months after the date on which such obligations or such
Assignment, as the case may be, should have been performed;
(b) the other Party is the subject of a bankruptcy order, or becomes
insolvent, or makes any arrangement or composition with or assignment
for the benefit of its creditors, or if any of the other Party's
assets are the subject of any form of seizure, or goes into
liquidation, either voluntarily (otherwise than from reconstruction
or amalgamation) or compulsory or if a receiver or administrator is
appointed over its assets (or the equivalent of any such event in the
jurisdiction of such other Party);
(c) the other Party commits a material breach of its obligations
hereunder (where such breach is capable of remedy) and such Party has
also failed to remedy such breach within a reasonable period of time,
not exceeding thirty (30) days after having received notice of such
default;
(d) the other Party fails to pay any amount owing by it hereunder within
ninety (90) days of the due date thereof (unless the delay is at the
other Party's request pursuant to Section 2.1.6); or
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(e) the other Party has terminated the VimpelCom Service Obligation
Agreement.
12.4 In addition to its rights under Sections 12.1 and 12.2, Telenor shall be
entitled to suspend the provision of the Personnel for a period of up to
thirty (30) days in circumstances in which Telenor would be entitled to
exercise the rights to terminate contained therein. During any such
suspension period, the Company's payment obligations to Telenor shall also
be suspended.
12.5 The termination of this Agreement or of any Personnel subject to it shall
not relieve the Company of its obligation to pay for all work performed by
Telenor and its Personnel in accordance with this Agreement up to the
Termination Date. Final invoices rendered by Telenor shall include fees
for Personnel until the Termination Date.
12.6 The rights and obligations of the Parties under Sections 7, 8, 9, 11, 12,
15 and 18 shall survive the Termination Date, if any.
13 FORCE MAJEURE
Neither Party shall be liable for any breach of this Agreement which is
caused by an event beyond its reasonable control and which affects its
ability to perform its obligations hereunder (an "Event of Force
--------------
Majeure"), including, without limitation, any Acts of God, riots, civil
-------
commotions, insurrections, wars, strikes, lockouts or any other events
beyond its control.
14 AGENCY
Unless agreed in writing to the contrary, neither Party shall be the
other Party's agent nor make any contracts on behalf of the other Party,
bind the other Party to any obligation or in any way act as an agent or on
behalf of the other Party.
15 RECRUITMENT QUARANTINE PERIOD
The Company agrees that, during the term of this Agreement and for a
period of twelve (12) months thereafter, neither it nor any of its
Affiliates shall, without Telenor's prior written agreement, (directly nor
indirectly) employ or engage as an independent consultant or offer
employment or any such engagement to any of the Personnel.
16 ASSIGNMENT
The Company shall not assign or transfer any of its rights or obligations
under this Agreement, without the written consent of Telenor. At any time,
this Agreement and any right, interest or obligation hereunder, may be
assigned or in any other way transferred by Telenor to any third party,
provided that (a) any such third party (i) is an Affiliate of Telenor and
(ii) agrees in writing to be bound by all of the terms, conditions and
provisions contained herein and (b) if such third party is not Telenor AS,
the obligations of such third party hereunder are guaranteed by Telenor AS
on terms and conditions substantially similar to those set forth in the
Guarantee
11
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Agreement. The Company hereby consents and agrees to such assignment or
transfer and further agrees that such assignment or transfer shall be
immediately and automatically effective without the need for any further
action by the Company. Without prejudice to the foregoing, the Company
shall execute any agreement or any other documents as may be required,
convenient or appropriate to implement, or otherwise fulfill the purposes
of, such assignment or transfer. In the event of such assignment or
transfer, the Parties hereby agree that (i) this Agreement and all
provisions hereof applicable to Telenor shall inure to the benefit of and
otherwise apply to Telenor's assignee and (ii) Telenor shall be
automatically and immediately released of any and all of its obligations
hereunder.
17 PERMITS, AUTHORIZATIONS, ASSISTANCE, CUSTOMS CLEARANCE, ETC.
The Company shall, at no cost to Telenor or any Personnel:
(a) use its best efforts to assist Telenor in obtaining visas, working
permits and any other approvals necessary to enable the Personnel to
perform their obligations effectively from time to time;
(b) provide all possible assistance in obtaining customs clearance for all
documents, books, equipment or personal effects which Telenor
considers to be required;
(c) arrange for any necessary communication and co-operation between
Telenor and any other authorities in connection with the performance
of Assignments;
(d) provide assistance in the booking of airline flights, hotel
accommodation rental of more permanent accommodations and car rental,
when this can save considerable time and/or money for the Personnel
and/or Telenor, compared to managing without such assistance; and
(e) provide security during working hours at a level normally provided to
Company employees of similar status.
Such assistance and endeavors shall be reciprocated by Telenor, as
applicable, to any employee of the Company placed with Telenor pursuant to
Section 3.
18 MISCELLANEOUS
18.1 This Agreement shall be governed by, and construed in accordance with, the
laws of Norway.
18.2 All written communications between the Company and Telenor in relation to
this Agreement shall be in the English language, unless otherwise agreed.
18.3 This Agreement (and any Offers accepted in accordance with the terms
hereof) constitute the entire agreement among the Parties with respect to
the subject matter hereof and shall supersede all previous expectations,
understandings, communications,
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representations and agreements, whether
verbal or written, among the Parties with respect to the subject matter
hereof. This Agreement shall not be amended, supplemented or otherwise
modified except by written agreement of the Parties.
18.4 Failure of either Party at any time to enforce any of the provisions of
this Agreement shall neither be construed as a waiver of any rights or
remedies hereunder nor in any way affect the validity of this Agreement or
any part of it. No waiver shall be effective unless given in writing and
no waiver of a breach of this Agreement shall constitute a waiver of any
antecedent or subsequent breach.
18.5 Unless otherwise specified herein, any notice required or permitted to be
given hereunder by any Party shall be in writing and shall be deemed to
have been given if mailed by prepaid registered mail, sent by facsimile or
delivered to, the address of the other Parties as hereinafter set forth:
If to Telenor, to: Telenor East Invest AS
P.O. Box 6701 St. Olavs plass
N-0130 Oslo, Norway
Attn: Mr. Henrik Torgersen
Telefax no.: + 44 22 77 99 09
If to the Company, to: AO Vimpel-Communications
10-12 Ul. 8 Marta
Moscow 125083, Russia
Attn: Mr. Vladimir V. Preobrazhensky
Telefax no.: + 7 095 755-3682
18.6 Any term or provision of this Agreement which is held invalid or
unenforceable by a court of competent jurisdiction, shall be ineffective to
the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining rights of the Party intended to benefited by
such provision and provisions of this Agreement.
18.7 Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity hereof, shall be
settled by arbitration in accordance with the UNCITRAL Arbitration Rules as
at present in force. There shall be three (3) arbitrators. Telenor shall
appoint one (1) arbitrator, and the Company shall appoint one (i)
arbitrator, and the two (2) arbitrators shall appoint the third arbitrator.
The seat of the arbitration shall be Stockholm, Sweden, and the English
language shall be used throughout the arbitral proceeding. Each party
shall bear its own costs of arbitration, including attorneys' fees.
18.8 Telenor waives any defense based on sovereign immunity with respect to
this Agreement to the same degree and in accordance with the same terms and
conditions as are set forth in the Primary Agreement.
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IN WITNESS WHEREOF, the Parties have entered into this Service
Obligation Agreement as of the day and year first above written.
TELENOR EAST INVEST AS
By: /s/ Henrik Torgersen
--------------------
Name: Henrik Torgersen
Title: President and CEO
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By: /s/ Dmitri B. Zimin
-------------------
Name: Dmitri B. Zimin
Title: President and Chief Executive Officer
By: /s/ Vladimir M. Bychenkov
-------------------------
Name: Vladimir M. Bychenkov
Title: Chief Accountant
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Exhibit B
CONFORMED COPY
_____________________________________________
SERVICE OBLIGATION AGREEMENT
dated as of December 1, 1998
between
TELENOR EAST INVEST AS
and
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
_______________________________________________________________
<PAGE>
SERVICE OBLIGATION AGREEMENT dated as of December 1, 1998 between TELENOR
EAST INVEST AS, a corporation organized and existing under the laws of Norway
("Telenor"), and OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS", an open joint
-------
stock company organized and existing under the laws of the Russian Federation
(the "Company").
-------
WITNESSETH
WHEREAS, the Company and Telenor are parties to the Primary Agreement dated
as of December 1, 1998 (the "Primary Agreement") between Telenor and the
-----------------
Company;
WHEREAS, the Company and Telenor are parties to the Service Obligation
Agreement dated as of December 1, 1998, pursuant to which Telenor is willing to
provide personnel to perform certain functions for the Company, to support the
implementation of certain projects by the Company, and to train certain
personnel of the Company, in each case, on and subject to the terms and
conditions set forth therein;
WHEREAS, the Company has personnel who are experienced in the field of
telecommunications;
WHEREAS, Telenor wishes to make use of such personnel; and
WHEREAS, the Company is willing to provide such personnel to perform
certain functions for Telenor and to support the implementation of certain
projects by Telenor, in each case, on and subject to the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Unless otherwise defined herein, terms defined in the Primary Agreement are
used herein as therein defined. In addition, the following terms shall have
the following meanings:
"Agreement" means this Service Obligation Agreement and the Appendices.
---------
"Assignment" means the designation of Personnel to perform services for
----------
Telenor pursuant to this Agreement.
"Company" has the meaning specified in the preamble hereto.
-------
"Event of Force Majeure" has the meaning specified in Section 11.
----------------------
"Offer" means a confirmation issued by the Company to Telenor
-----
(substantially in the form of Appendix B) in response to a Request.
"Parties" means Telenor and the Company, and "Party" means either of them.
------- -----
<PAGE>
"Personnel" means an individual or individuals assigned by the Company to
---------
provide services to Telenor under this Agreement.
"Primary Agreement" has the meaning specified in the first recital hereto.
-----------------
"Request" means a request for Personnel issued by Telenor to the Company
-------
(substantially in the form of Appendix A).
"Service" means the provision of Personnel to Telenor by the Company under
-------
this Agreement and for the purposes as described in any Request issued
hereunder.
"Telenor" has the meaning specified in the preamble hereto.
-------
"Termination Date" has the meaning specified in Section 10.2.
----------------
1.2 Unless the context of this Agreement otherwise requires, the following
rules of interpretation shall apply to this Agreement:
(a) the singular shall include the plural, and the plural shall include
the singular;
(b) words of any gender shall include the other gender;
(c) the words "hereof", "herein", "hereby", "hereto" and similar words
refer to this entire Agreement and not to any particular Section or
any other subdivision of this Agreement;
(d) a reference to any "Section" or "Appendix" is a reference to a
specific Section of, or Appendix to, this Agreement;
(e) a reference to any law, statute, regulation, notification or statutory
provision shall include any amendment, modification or re-enactment
thereof, any regulations promulgated thereunder from time to time, and
any interpretations thereof from time to time by any regulatory or
administrative authority, whether or not having the force of law;
(f) a reference to any agreement, instrument, contract or other document
shall include any amendment, amendment and restatement, supplement or
other modification thereto;
(g) a reference to any Person shall include such Person's successors and
permitted assigns under any agreement, instrument, contract or other
document; and
(h) a reference to "employees" of the Company shall also include employees
of any of the Company's Affiliates.
2 REQUESTS AND PROVISION OF PERSONNEL
2.1 During the term hereof, Personnel may be requested by Telenor from the
Company in the following manner:
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2.1.1 Telenor shall submit a Request to the Company.
2.1.2 The Company shall use its best efforts to supply or procure
Personnel conforming to the terms of such Request, and the Company
shall provide Telenor with an Offer within thirty (30) days of
receipt of such Request.
2.1.3 If such Offer is acceptable to Telenor, such Offer shall be signed
by an authorized representative of Telenor and a copy thereof shall
be returned to the Company. The Company and Telenor shall use
reasonable efforts to resolve any terms of such Offer which are
unacceptable to Telenor.
2.1.4 Notwithstanding any contrary provision in this Agreement, the
Company will be under no obligation to Telenor in respect of the
provision of Personnel unless and until the Company provides Telenor
with an Offer in respect of such Personnel and such Offer is
accepted and signed by Telenor.
2.1.5 An Offer which has been accepted by Telenor shall constitute an
integral part of this Agreement and, except to the extent otherwise
specified therein, be wholly subject to the terms and conditions of
this Agreement.
2.1.6 Upon request, the Company shall provide Telenor with information
regarding the experience and skills possessed by all Personnel who
are the subject of an Offer. In addition, the Company shall make
such proposed Personnel reasonably available to Telenor for the
purpose of being interviewed by senior management of Telenor.
2.2 The Company will provide or procure required Personnel in a professional
manner, using those persons most suitably qualified to undertake such work.
2.3 It is envisaged that Personnel will be based at the relevant Telenor unit
referred to in the Offer to which such Personnel are subject.
2.4 Telenor hereby acknowledges that all Assignments will be subject to the
Company's general rules and regulations, if any, for the Company's
employees posted outside the Russian Federation as may be in force from
time to time. Upon request by Telenor from time to time, the Company shall
make available to Telenor the current version of such rules and
regulations.
3 DURATION OF ASSIGNMENTS
3.1 The period for which any Personnel shall be assigned to Telenor shall
commence on the date specified in the Offer accepted by the Company, and
shall continue for the duration specified therein, unless extended by the
written agreement of the Parties.
3.2 The duration of an Assignment shall include reasonable time to travel to
and from Norway at the commencement and completion of the Assignment.
3
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4 PERSONNEL
4.1 The Company shall use reasonable efforts to provide the Personnel named in
an Offer, or in the absence of any named Personnel, such professionals as
it considers most suitably qualified to perform the Assignment. The Company
shall endeavor to maintain the continuity of Personnel throughout an
Assignment but reserves the right at any time to vary Personnel upon
reasonable notice.
4.2 The Personnel assigned by the Company to Telenor under this Agreement shall
at all times remain the employees of the Company and be treated as
secondees to Telenor.
4.3 Any Personnel assigned by the Company to Telenor shall offer Telenor their
full time and services and shall be under the direction, control and
supervision of Telenor for the agreed period of such Assignment. The
Company shall make reasonable efforts to ensure that Personnel will comply
with all reasonable instructions and directions issued by Telenor. The
Personnel shall also be subject to, and shall comply with, all rules and
regulations applicable to employees of Telenor in the corresponding class
generally, including, without limitation, rules and regulations applicable
to security clearance. Telenor shall be responsible for the costs of all
business related trips initiated by Telenor for any Personnel in accordance
with Telenor's policies in effect with respect to employees of Telenor in
the corresponding class of employees generally.
4.4 Nothing in this Agreement shall prevent the Company from providing similar
services to third parties with Personnel other than those assigned to
Telenor or to restrict the Company's use of such Personnel in any way after
the conclusion of such Personnel's Assignment to Telenor. The Company shall
also cause all Personnel to comply with the confidentiality provisions set
forth in Section 9.
4.5 Telenor shall have the right to terminate any Assignment at any time by
giving written notice thereof to the Company. If such rejection is
exercised within ninety (90) days of the commencement date of such
Personnel's Assignment, the Company undertakes to replace any rejected
Personnel as soon as practicable at no additional cost to Telenor. Telenor
shall pay for the rejected Personnel until the effective date of the
rejection notice.
If a rejection notice is received by the Company after the initial period
of ninety (90) days, all costs and relevant expenses associated with such
rejected Personnel incurred up to thirty (30) days after the date of the
rejection notice shall be for Telenor's account.
4.6 Within a reasonable period prior to the end of any period of an Assignment,
Telenor shall cooperate with the Company and the Personnel as to the
repatriation of such Personnel to the Company.
5 INTELLECTUAL PROPERTY RIGHTS
5.1 The Company shall have an irrevocable, royalty-free, non-exclusive, non-
transferable license to use any reports, information, drawings, software,
or other material produced
4
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by Personnel under this Agreement for its own internal purposes, although
copyright and any other intellectual property rights in such material shall
be vested in and remain the absolute property of Telenor or its licensor.
Nothing in this Agreement shall prevent the Company from making use of
know-how acquired, principles learned or developed or experience gained
during the performance of this Agreement, provided such use is not
detrimental to Telenor.
5.2 Subject to Section 5.1, nothing in this Agreement shall be deemed to or
require the Company to transfer, assign or license any intellectual
property rights to Telenor.
5.3 Subject to Section 5.1, neither Party may make use of the other Party's
name, trade name, copyright or other intellectual property rights without
the prior written consent of the other Party.
6 INDEMNITY
6.1 The Company shall indemnify Telenor for any loss, damage, claim or cost to
Telenor and/or any of its Affiliates to the extent such loss, damage, claim
or cost arises as a result of gross negligence or willful misconduct by the
Company or any Personnel in relation to the performance of the Agreement.
6.2 The Company shall indemnify, defend and hold Telenor harmless against all
claims, actions or proceedings (and all damages and costs in connection
therewith) brought or instituted or threatened against Telenor and/or the
Company by or on behalf of any Personnel as a result of (a) injury, disease
or death of such Personnel (except where caused by the willful misconduct
of Telenor) and/or (b) a violation or an alleged violation by Telenor of
such Personnel's rights under Russian Federation labor or employment laws.
6.3 The Company's liability for errors or omissions in any part of the Service,
which may arise from any failure by the Company to exercise the reasonable
skill and care expected of a provider of competent telecommunications staff
will be limited to re-provision of Personnel in order to correct such
errors or omissions.
6.4 Neither party shall be liable for loss (whether direct or indirect) of
profits, business, anticipated savings or for any indirect or consequential
loss whatsoever.
6.5 Each provision of this Section 6 limiting or excluding liability operates
separately in itself and shall survive independently of the others.
7 PAYMENTS
7.1 The Company will invoice Telenor at the end of each quarter for all sums
accrued and in arrears at such time under the Agreement and each Offer
which has been accepted by Telenor. Each invoice rendered by the Company
shall be accompanied by an act of acceptance executed by the Company which
Telenor shall counter-sign and return to the Company, evidencing Telenor's
acceptance of the services rendered and, in accordance with such act of
acceptance, which shall not be unreasonably withheld, Telenor shall effect
payment to the Company under the related invoice.
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7.2 Payment shall be made in US dollars and paid to the Company's bank named in
such invoice and is due within thirty (30) days of the invoice date. The
Company may charge daily interest on late payments at an annual rate equal
to four percent (4%) plus the London Inter Bank Offered Rate for deposits
in US dollars for a period of one month, as published in the Financial
Times on the invoice date.
7.3 Value added tax, if any, in the amount then prescribed by Norwegian
legislation, which is incurred by the Company shall be specified in the
invoice and shall be paid by Telenor.
8 SUPPORT, INFORMATION, DATA, OFFICE FACILITIES AND ACCESS
8.1 Subject to Section 9, Telenor shall provide the Company with all relevant
support, information and data available to it which may be reasonably
required by the Company or the Personnel from time to time in order to
effectively perform their duties under this Agreement.
8.2 Telenor shall, upon the receipt of a request from the Company, provide the
Personnel, free of charge, and as promptly as practicable, with adequate
office accommodation, facilities and other support in Norway, including
national and international telephone access, computing equipment and
software, secretarial services and support and any stationery which such
Personnel may reasonable require for the effective performance of their
obligations under this Agreement.
8.3 Telenor shall provide any Personnel assigned to Telenor at all reasonable
times with full and convenient access to the Telenor premises at which such
Personnel are working under the terms of the relevant Offer and use
reasonable efforts to secure access for the Company and its Personnel to
any third party premises necessary for the purpose of carrying out their
obligations under this Agreement; provided that, upon termination of any
Assignment in accordance with Section 4.5, Telenor may in its sole
discretion terminate any and all such rights of access of the relevant
Personnel.
9 CONFIDENTIALITY
This Agreement and confidential information developed or compiled by or for
either Party in connection with the purposes of this Agreement shall be treated
by the Parties hereto and all Personnel as confidential, and neither Party
hereto nor any Personnel shall disclose such confidential information to any
third party except with the prior written approval of the other Party (or in the
case of Personnel, without the approval of Telenor); provided, however, that any
such confidential information may be disclosed (a) on a need to know basis only
and subject to prior written notice to the other Party, to an Affiliate or
consultant of a Party, or an arbitrator or a prospective Affiliate of a Party,
purchaser or lender with respect to either Party if such Person commits to be
bound by the terms of this Section 9; (b) if already known to the other Party
without any restriction on disclosure (other than through a breach of this
Section 9); (c) if and when such information becomes public knowledge through no
act or omission of a Party; or (d) in the reasonable judgement of a Party, if
and to the extent disclosure is required by governmental requirements, by a
court of law or by the requirements of applicable securities laws. Upon
request of Telenor, on completion or termination of this
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Agreement, the Company shall return to Telenor any confidential information then
in its possession which it received from Telenor in connection with this
Agreement.
10 EFFECTIVENESS, TERMINATION AND SURVIVAL
10.1 Subject to Section 10.6, this Agreement shall become effective on the
Closing Date and shall remain in effect until the Termination Date.
10.2 Either Party may terminate this Agreement at any time by giving the other
at least three (3) months' notice in writing, with a proposed termination
date designated therein (the "Termination Date") which is on or after the
----------------
date of expiry or termination of all of the Assignments then in effect
hereunder.
10.3 Either Party may terminate this Agreement or any Assignment, with
immediate effect, by giving notice to the other Party if;
(a) an Event of Force Majeure prevents the performance of the whole or a
substantial part of the other Party's obligations under this
Agreement for a continuous period of three (3) calendar months after
the date on which such obligations or such Assignment, as the case
may be, should have been performed;
(b) the other Party is the subject of a bankruptcy order, or becomes
insolvent, or makes any arrangement or composition with or assignment
for the benefit of its creditors, or if any of the other Party's
assets are the subject of any form of seizure, or goes into
liquidation, either voluntarily (otherwise than from reconstruction
or amalgamation) or compulsory or if a receiver or administrator is
appointed over its assets (or the equivalent of any such event in the
jurisdiction of such other Party);
(c) the other Party commits a material breach of its obligations (where
such breach is capable of remedy) and such Party has also failed to
remedy such breach within a reasonable period of time, not exceeding
thirty (30) days after having received notice of such default;
(d) the other Party fails to pay any amount owing by it hereunder within
ninety (90) days of the due date thereof; or
(e) the other Party has terminated the Telenor Service Obligation
Agreement.
10.4 In addition to its rights under Sections 10.1 and 10.2, the Company shall
be entitled to suspend the provision of the Personnel (and suspend any
rights of access of such Personnel under Section 4.5) for a period of up
to thirty (30) days in circumstances in which the Company would be
entitled to exercise the rights to terminate contained therein. During any
such suspension period, Telenor's payment obligations to the Company shall
also be suspended.
10.5 The termination of this Agreement or of any Personnel subject to it shall
not relieve Telenor of its obligation to pay for all work performed by the
Company and its Personnel in accordance with this Agreement on any Offer
which has been accepted
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by Telenor up to the Termination Date. Final invoices rendered by the
Company shall include fees for Personnel until the Termination Date.
10.6 The rights and obligations of the Parties under Sections 5, 6, 7, 9, 10,
13 and 16 shall survive the Termination Date, if any.
11 FORCE MAJEURE
Neither Party shall be liable for any breach of this Agreement which is
caused by an event beyond its reasonable control which effects the
performance of its obligations hereunder (an "Event of Force Majeure"),
----------------------
including, without limitation, any Acts of God, riots, commotions,
insurrections, wars, strikes, lockouts or any other events beyond their
control.
12 AGENCY
Unless agreed in writing to the contrary, neither Party shall be the other
Party's agent nor make any contracts on behalf of the other Party, bind
the other Party to any obligation or in any way act as an agent or on
behalf of the other Party.
13 RECRUITMENT QUARANTINE PERIOD
Telenor agrees that, during the term of this Agreement and for a period of
twelve (12) months thereafter, neither it nor any of its Affiliates shall,
without the Company's prior written agreement, (directly nor indirectly)
employ or engage as an independent consultant or offer employment or any
such engagement to any of the Personnel.
14 ASSIGNMENT
Neither the Company nor Telenor shall assign or transfer any of its rights
or obligations under this Agreement, without the written consent of the
other.
15 PERMITS, AUTHORIZATIONS, ASSISTANCE, CUSTOMS CLEARANCE, ETC.
Telenor shall, at no cost to the Company or the Personnel:
(a) use its best efforts to assist the Company in obtaining visas,
working permits and any other approvals necessary to enable the
Personnel to perform their obligations effectively from time to time;
(b) provide all possible assistance in obtaining customs clearance for
all documents, books, equipment or personal effects which the Company
considers to be required;
(c) arrange for any necessary communication and co-operation between the
Company and any other authorities in connection with the performance
of Assignments;
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(d) provide assistance in the booking of airline flights, hotel
accommodation, rental of more permanent accommodations and car
rental, when this can save considerable time and/or money for the
Personnel and/or the Company, compared to managing without such
assistance; and
(e) provide security during working hours at a level normally provided to
Telenor employees of similar status.
16 MISCELLANEOUS
16.1 This Agreement shall be governed by, and construed in accordance with, the
laws of Norway.
16.2 All communications between the Company and Telenor in relation to this
Agreement shall be in the English language, unless otherwise agreed.
16.3 This Agreement (and any Offers accepted in accordance with the terms
hereof) constitutes the entire agreement among the Parties with respect to
the subject matter hereof and shall supersede all previous expectations,
understandings, communications, representations and agreements, whether
verbal or written, among the Parties with respect to the subject matter
hereof. This Agreement shall not be amended, supplemented or otherwise
modified except by written agreement of the Parties.
16.4 Failure of either Party at any time to enforce any of the provisions of
this Agreement shall neither be construed as a waiver of any rights or
remedies hereunder nor in any way affect the validity of this Agreement or
any part of it. No waiver shall be effective unless given in writing and
no waiver of a breach of this Agreement shall constitute a waiver of any
antecedent or subsequent breach.
16.5 Unless otherwise specified herein, any notice required or permitted to be
given hereunder by any Party shall be in writing and shall be deemed to
have been given if mailed by prepaid registered mail, sent by facsimile or
delivered to, the address of the other Parties as hereinafter set forth:
If to Telenor, To: Telenor East Invest AS
P.O. Box 6701 St. Olavs plass
N-0130 Oslo, Norway
Attn: Mr. Henrik Torgersen
Telefax no.: + 44 22 77 99 09
If to the Company, to: AO Vimpel-Communications
10-12 Ul. 8 Marta
Moscow 125083, Russia
Attn: Mr. Vladimir V. Preobrazhensky
Telefax no.: + 7 095 755-3682
16.6 Any term or provision of this Agreement which is held invalid or
unenforceable by a court of competent jurisdiction, shall be ineffective
to the extent of such invalidity or
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unenforceability without rendering invalid or unenforceable the remaining
rights of the Party intended to benefit from such term or provision of
this Agreement.
16.7 Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity hereof, shall be
settled by arbitration in accordance with the UNCITRAL Arbitration Rules
as at present in force. There shall be three (3) arbitrators. Telenor
shall appoint one (1) arbitrator, and the Company shall appoint one (1)
arbitrator, and the two (2) arbitrators shall appoint the third
arbitrator. The seat of the arbitration shall be Stockholm, Sweden, and
the English language shall be used throughout the arbitral proceeding.
Each party shall bear its own costs of arbitration, including attorneys'
fees.
16.8 Telenor waives any defense based on sovereign immunity with respect to
this Agreement to the same degree and in accordance with the same terms
and conditions as are set forth in the Primary Agreement.
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IN WITNESS WHEREOF, the Parties have entered into this Service Obligation
Agreement as of the day and year first above written.
TELENOR EAST INVEST AS
By: /s/ Henrik Torgersen
---------------------
Name: Henrik Torgersen
Title: President and CEO
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By: /s/ Dmitri B. Zimin
-------------------
Name: Dmitri B. Zimin
Title: President and Chief Executive
Officer
By: /s/ Vladimir M. Bychenkov
-------------------------
Name: Vladimir M. Bychenkov
Title: Chief Accountant
11
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Exhibit C
Conformed Copy
Telenor East Invest AS
Keysers Gate 13
N-0130 Oslo
Norway
May 28, 1999
Open Joint Stock Company
"Vimpel-Communications"
10-12, Ulitsa 8-Marta
125683, Moscow
Russian Federation
Dr. Dmitri Borisovich Zimin
Glavsotkom LLC
The Fund for Non-Commercial Programs "Bee Line"
c/o 10-12, Ulitsa 8-Marta
125683, Moscow
Russian Federation
Gentlemen,
As a significant shareholder of Open Joint Stock Company "Vimpel-Communications"
(the "Company"), Telenor East Invest AS ("Telenor") wishes to agree on certain
------- -------
principles of corporate governance with the Company and Dr. Dmitri Borisovich
Zimin ("Dr. Zimin"), Glavsotkom LLC ("Glavsotkom") and The Fund for Non-
--------- ----------
Commercial Programs "Bee Line" (the "Bee Line Fund") and, together with Dr.
-------------
Zimin and Glavsotkom, the "Significant Zimin Shareholders"). As used herein,
------------------------------
the "Parties" shall refer to the Company, Telenor, Dr. Zimin, Glavsotkom and the
-------
Bee Line Fund, and "Party" shall refer to any of them.
-----
Accordingly, in consideration of the undertakings of the Parties set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties to this letter
agreement (this "Agreement") hereby agree as follows:
---------
Undertakings Regarding Post-Closing Actions
1. The Parties agree to take (or cause to be taken) the following actions as
soon as practicable after the date hereof:
<PAGE>
Interested Party Transaction Rules
----------------------------------
(a) At the meeting of the Board of Directors of the Company (the "Board")
-----
scheduled for June 11, 1999, the Board shall adopt (i) by at least a
3/4 majority procedural regulations in accordance with Section10.5.19
of the Charter and (ii) by at least a simple majority management
procedures in accordance with Section 10.5.10 of the Charter, each for
approval of interested party transactions, in substantially the form
of the form initialled and attached as Annex A hereto;
Management Committee By-laws
----------------------------
(b) At the meeting of the Board scheduled for June 11, 1999, management
committee by-laws shall be presented to the Board for its
consideration and approval;
(c) The Board shall adopt, by at least a 3/4 majority, management
committee by-laws in a form reasonably satisfactory to [a Telenor
representative] (the "Management Committee By-Laws");
----------------------------
(d) The Management Committee By-Laws shall include a provision that the
approval of a 3/4 majority of the Board is required to adopt, amend or
repeal the Management Committee By-Laws;
(e) The General Director will issue an order approving the Management
Committee By-Laws;
Audit Commission Regulations
----------------------------
(f) The actions indicated in Annex B hereto; and
Director's Indemnification Agreements
-------------------------------------
(g) The Company shall conclude a Director's Indemnification Agreement with
each representative of Telenor who is a member of the Board of
Directors, in a form substantially similar to Annex C hereto. Each
such Director's Indemnification Agreement shall be concluded in
Russian or English, as appropriate.
Support of the Shareholders
2. Telenor and each of the Significant Zimin Shareholders agree that:
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(a) At any meeting of the shareholders of the Company, however called, or
in connection with any written consent of shareholders of the Company
or any other such action of the shareholders of the Issuer, Telenor
and each of the Significant Zimin Shareholders shall vote or cause to
be voted all of the shares of the Company held by them in favor of (i)
any proposal presented to the shareholders of the Company which is
intended to (w) implement, (x) effect the performance of, or (y)
otherwise support, any of the actions of or relating to the Company
referred to in Section 1 hereof and (ii) any action presented to the
shareholders of the Company for a vote in accordance with Section 1
hereof; and
(b) Take any other reasonable action to (i) cause the Company to fulfil
the actions referred to in Section 1 hereof and (ii) cause the
adoption by the GMS of the Charter amendments, the Audit Commission
Regulations and the other resolutions that are to be submitted to the
shareholders of the Company for a vote in accordance Section 1 hereof
Miscellaneous
3. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, United States of America, applicable to
contracts executed and performed in such jurisdiction, without giving
effect to any conflicts of laws principles thereof which would result in
the application of the laws of another jurisdiction.
4. This Agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together will constitute one
and the same instrument.
Very truly yours,
TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Attorney-in-Fact
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<PAGE>
Agreed to and Accepted:
The Issuer
- ----------
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By /s/ Dmitri Borisovich Zimin
---------------------------
Dmitri Borisovich Zimin
President and Chief Executive Officer
By /s/ Vladimir Mikhailovich Bychenkov
-----------------------------------
Vladimir Mikhailovich Bychenkov
Chief Accountant
The Significant Zimin Shareholders
- ----------------------------------
DR. DMITRI BORISOVICH ZIMIN
/s/ Dmitri Borisovich Zimin
- ---------------------------
Dmitri Borisovich Zimin
GLAVSOTKOM LLC
By /s/ Dmitri Borisovich Zimin
---------------------------
Dmitri B. Zimin
General Director
THE FUND FOR NON-COMMERCIAL
PROGRAMS "BEE LINE"
By /s/ Dmitri Borisovich Zimin
---------------------------
Dmitri B. Zimin
General Director
4
