<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
Halvor Mansaker, Esq.
Telenor ASA
Universitetsgaten 2
N-0130 Oslo, Norway
47-22-779-160
-------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2000
-----------------
(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
44-207-248-3000
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. 68370R 10 9
------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
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
OO
------------------------------------------------------------------------------
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
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SOLE VOTING POWER
7
NUMBER OF
10,452,600/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
10,452,600/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,452,600/1/
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
12
The aggregate amount reported as benefically 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
29.71% of the outstanding Common Stock (25.12% of the outstanding voting
capital stock)/2/
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
------------------------------------------------------------------------------
* See Instructions before Filling Out
/1/ Represents 8,652,201 shares held directly by the Reporting Person and
1,800,399 shares underlying the American Depositary Shares held by the Reporting
Person.
/2/ For the purposes of this Amendment No. 11, these percentages have been
calculated assuming the full exercise by the Reporting Person of its voting
rights in respect of 1,800,399 shares underlying the American Depositary Shares
held by the Reporting Person.
<PAGE>
SCHEDULE 13D
------------------------------ --------------------
CUSIP No. 68370R 10 9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor Communication AS
000-00-0000
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
N/A
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
10,452,600/3/
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
10,452,600/3/
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,452,600/3/
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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.
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.71% of the outstanding Common Stock (25.12% of the outstanding
voting capital stock)/4/
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*See Instructions before Filling Out!
/3/. The Reporting Person disclaims beneficial ownership of all shares.
/4/. See footnote 2.
---
<PAGE>
SCHEDULE 13D
------------------------------ --------------------
CUSIP No. 68370R 10 9
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor ASA
000-00-0000
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
N/A
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
10,452,600/5/
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
10,452,600/5/
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,452,600/5/
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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.
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.71% of the outstanding Common Stock (25.12% of the outstanding
voting capital stock)/6/
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*See Instructions before Filling Out!
/5/. The Reporting Person disclaims beneficial ownership of all shares.
/6/. See footnote 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 ("Telenor"), Telenor Communication AS and
Telenor ASA, is hereby amended and supplemented with respect to the items set
forth below.
Item 2. Identity and Background
-----------------------
This amendment to the statement on Schedule 13D is being filed jointly by
Telenor East Invest AS, Telenor Communication AS and Telenor ASA.
TELENOR EAST INVEST AS
(a) Telenor East Invest AS, a corporation formed under the laws of Norway.
(b) Keysers Gate 13/15
N-0130 Oslo
Norway.
(c) Telenor East Invest AS is engaged principally in the business of
investing in the telecommunications industry outside of Norway.
(d) During the last five years, Telenor East Invest AS has not been
convicted in a criminal proceeding.
(e) During the last five years, Telenor East Invest AS was not a party to
a civil proceeding of a judicial or administrative body as a result of which
Telenor East Invest AS was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST INVEST AS
(a), (b), (c) and (f) The following information sets forth the name,
citizenship and present principal occupation of each of the directors and
executive officers of Telenor East Invest AS. The business address of each of
such persons is Telenor East Invest AS, c/o Telenor ASA, Universitetsgaten 2,
St. Olavs Plass, N-0130 Oslo, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
-----------------------------------
Name and Business Address Citizenship Present Principal Occupation
-----------------------------------------------------------------------------
Terje Thon Norway Senior Adviser and Chairman
(Oslo, Norway) of the Board of Directors
<PAGE>
Torstein Moland Norway Senior Executive Vice President
(Lier, Norway) and Chief Financial Officer of
Telenor ASA
Ole Johan Haga Norway Project Manager, Telenor
(Siggerud, Norway) International Center
EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
--------------------------------------------
Name and Business Address Citizenship Present Principal Occupation
-----------------------------------------------------------------------------
Henrik Torgersen Norway Chief Executive Officer of
(Oslo, Norway) Telenor East Invest AS and
Executive Vice President of
Telenor ASA
(d) During the last five years, none of the above executive officers and
directors of Telenor East Invest AS has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and
directors of Telenor East Invest AS was a party to a civil proceeding of a
judicial or administrative body as a result of which Telenor East Invest AS was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
TELENOR COMMUNICATION AS
(a) Telenor Communication AS, a corporation formed under the laws of
Norway (formerly known as Telenor AS).
(b) Universitetsgaten 2
St. Olavs Plass
N-0130 Oslo
Norway.
(c) Telenor Communication AS is engaged principally in the business of
production and supply of services in the fields of telecommunications, data
services and media distribution.
(d) During the last five years, Telenor Communication AS has not been
convicted in a criminal proceeding.
(e) During the last five years, Telenor Communication AS was not a party
to a civil proceeding of a judicial or administrative body as a result of which
Telenor Communication AS was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR COMMUNICATION AS
(a), (b), (c) and (f) The following information sets forth the name,
citizenship and present principal occupation of each of the directors and
executive officers of Telenor Communication AS. The business address of each of
such persons is Telenor Communication AS, c/o Telenor ASA, Universitetsgaten 2,
St. Olavs Plass, N-0130 Oslo, Norway.
DIRECTORS OF TELENOR COMMUNICATION AS
-------------------------------------
Name and Business Address Citizenship Present Principal Occupation
-----------------------------------------------------------------------------
Eivind Reiten Norway Executive Vice President of
(Oslo, Norway) Norsk Hydro ASA
Kari Broberg Norway Chief Executive Officer of
(Ostre Toten, Norway) Hartman Consulting AS
Inge K. Hansen Norway Chief Financial Officer
(Oslo, Norway) and Executive Vice President
of Statoil
Ashild M. Bendiktsen Norway Chief Financial Officer of
(Salangen, Norway) Entreprenor Bendiktsen &
Aasen AS
Bente Neegard Halvorsen Norway Head Treasurer of the Norwegian
(Skedsmo, Norway) Labor Organization
Mai Buch Denmark Corporate Adviser of
(Copenhagen, Denmark) Competence House AS
Per Gunnar Salomonsen Norway Employee Representative
(Skien, Norway)
Irma Tystad Norway Employee Representative
(Trysil, Norway)
Harald Stavn Norway Employee Representative
(Kongsberg, Norway)
<PAGE>
EXECUTIVE OFFICERS OF TELENOR COMMUNICATION AS
----------------------------------------------
Name and Business Address Citizenship Present Principal Occupation
-------------------------------------------------------------------------------
Tormod Hermansen Norway Chief Executive
(Oslo, Norway) Officer of Telenor
Communication AS and
Telenor ASA
(d) During the last five years, none of the above executive officers and
directors of Telenor Communication AS has been convicted in a criminal
proceeding.
(e) During the last five years, none of the above executive officers
and directors of Telenor Communication AS has been a party to a civil proceeding
of a judicial or administrative body as a result of which such executive officer
or director was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
TELENOR ASA
(a) Telenor ASA, a corporation formed under the laws of Norway.
(b) Universitetsgaten 2
St. Olavs Plass
N-0130 Oslo
Norway.
(c) Telenor ASA is engaged principally in the business of production and
supply of services in the fields of telecommunications, data services and media
distribution.
(d) During the last five years, Telenor ASA has not been convicted in a
criminal proceeding.
(e) During the last five years, Telenor ASA was not a party to a civil
proceeding of a judicial or administrative body as a result of which Telenor ASA
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA
(a), (b), (c) and (f) The following information sets forth the name,
citizenship and present principal occupation of each of the directors and
executive officers of Telenor ASA. The business address of each of such persons
is Telenor ASA, Universitetsgaten 2, St. Olavs Plass, N-0130 Oslo, Norway.
<PAGE>
DIRECTORS OF TELENOR ASA
------------------------
Name and Business Address Citizenship Present Principal Occupation
---------------------------------------------------------------------------
Eivind Reiten Norway Executive Vice President of
(Oslo, Norway) Norsk Hydro ASA
Kari Broberg Norway Chief Executive Officer of
(Ostre Toten, Norway) Hartman Consulting AS
Inge K. Hansen Norway Chief Financial Officer
(Oslo, Norway) and Executive Vice President
of Statoil
Ashild M. Bendiktsen Norway Chief Financial Officer of
(Salangen, Norway) Entreprenor Bendiktsen &
Aasen AS
Bente Neegard Halvorsen Norway Head Treasurer of the Norwegian
(Skedsmo, Norway) Labor Organization
Mai Buch Denmark Corporate Adviser of
(Copenhagen, Denmark) Competence House AS
Per Gunnar Salomonsen Norway Employee Representative
(Skien, Norway)
Irma Tystad Norway Employee Representative
(Trysil, Norway)
Harald Stavn Norway Employee Representative
(Kongsberg, Norway)
EXECUTIVE OFFICERS OF TELENOR ASA
---------------------------------
Name and Business Address Citizenship Present Principal Occupation
-------------------------------------------------------------------------------
Tormod Hermansen Norway Chief Executive
(Oslo, Norway) Officer of Telenor
Communication AS and
Telenor ASA
Arve Johansen Norway Senior Executive Vice President
(Lier, Norway) of Telenor ASA
<PAGE>
Jon Fredrik Baksaas Norway Senior Executive Vice
(Sandvika, Norway) President of
Telenor ASA
Torstein Moland Norway Senior Executive Vice President
(Lier, Norway) and Chief Financial Officer of
Telenor ASA
Gun Bente Johansen Norway Executive Vice President of
(Oslo, Norway) Telenor ASA
Jan Edvard Thygesen Norway Executive Vice President
(Nesbru, Norway) of Telenor ASA
Morten Lundal Norway Executive Vice President
(Oslo, Norway) of Telenor ASA
Stig Eide Sivertsen Norway Executive Vice President
(Oslo, Norway) of Telenor ASA
Henrik Torgersen Norway Chief Executive Officer of
(Oslo, Norway) Telenor East Invest AS and
Executive Vice President of
Telenor ASA
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Open Joint Stock Company KB Impuls ("KB Impuls"), a subsidiary of
VimpelCom, purchased from Telenor 250,000 shares of Common Stock of VimpelCom
for US$4,992,500.
Item 4. Purpose of Transaction
----------------------
Section 2.07 of the Primary Agreement between Telenor and VimpelCom dated
as of December 1, 1998 (the "Initial Primary Agreement") provided for a call
option exercisable by VimpelCom or its designee in respect of the number of
shares of Common Stock of VimpelCom equal to the difference between (i) the
number of shares purchased by Telenor under the Initial Primary Agreement and
(ii) 25% plus one share of the then issued and outstanding shares of Common
Stock of VimpelCom. In the Notice of Mandatory Exercise of Option Requirement
and Waiver dated as of July 25, 2000 among VimpelCom, Telenor and certain other
parties, the parties agreed that the number of shares of Common Stock of
VimpelCom subject to such call option was 250,000 shares.
On December 20, 2000, VimpelCom and Telenor executed the Call Option Notice and
Waiver (the "Call Option Notice") pursuant to which VimpelCom exercised its call
option and appointed KB Impuls as its designee to purchase 250,000 shares of
Common Stock of VimpelCom.
In accordance with the provisions of the Call Option Notice, KB Impuls, as the
purchaser, Telenor, as the seller, and VimpelCom entered into the Share Purchase
Agreement dated as of December 20, 2000 (the "Share Purchase Agreement")
pursuant to which Telenor sold to KB
<PAGE>
Impuls 250,000 shares of Common Stock of VimpelCom for a purchase price of
US$19.97 per share and a total purchase price of US$4,992,500. The transfer of
250,000 shares of Common Stock of VimpelCom from Telenor to KB Impuls was
recorded in the shareholder registry of VimpelCom on December 22, 2000.
Immediately thereafter, Section 2.07 of the Initial Primary Agreement and
Section 3 of the Notice of Mandatory Exercise of Option Requirement and Waiver
terminated, and the call option contemplated in Section 2.07 of the Initial
Primary Agreement ceased to exist.
On December 21, 2000, VimpelCom, VimpelCom Finance B.V., VC Limited and Telenor
entered into a letter agreement (the "Termination Agreement") whereby they
agreed to terminate Article 2 of the Primary Agreement (Financing Vehicles)
dated as of June 23, 2000 among the same parties, because the option in favor of
Telenor contemplated thereby had been exercised by Telenor in July 2000.
The preceding summary of certain provisions of the Initial Primary Agreement,
the Primary Agreement (Financing Vehicles) and the Notice of Mandatory Exercise
of Option Requirement and Waiver is not intended to be complete and is qualified
in its entirety by reference to the full texts of such agreements. A copy of
the Initial Primary Agreement was filed as Exhibit B to the Statement on
Schedule 13D, a copy of the Primary Agreement (Financing Vehicles) was filed as
Exhibit B to Amendment No. 6 to the Statement on Schedule 13D, and a copy of the
Notice of Mandatory Exercise of Option Requirement and Waiver was filed as
Exhibit A to Amendment No. 7 to the Statement on Schedule 13D, all of which are
incorporated herein by reference.
Similarly, the preceding summary of certain provisions of the Call Option
Notice, the Share Purchase Agreement and the Termination Agreement is not
intended to be complete and is qualified in its entirety by reference to the
full texts of such agreements. The Call Option Notice, the Share Purchase
Agreement and the Termination Agreement are attached hereto as Exhibits A, B and
C, respectively.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b) Telenor is the direct beneficial owner of 10,452,600 shares of
Common Stock of VimpelCom (comprising 8,652,201 shares of Common Stock Telenor
currently holds directly and 1,800,399 shares of Common Stock underlying
2,400,532 American Depositary Shares), constituting 25.12% of the issued and
outstanding voting capital stock (29.71% of the issued and outstanding shares of
Common Stock) of VimpelCom.
Telenor has the sole power to vote or direct the vote of, and the sole power to
dispose or direct the disposition of, 10,452,600 shares of Common Stock.
After giving effect to the sale of 250,000 shares in accordance with the call
option, 22,448,175 shares of voting capital stock of VimpelCom are subject to
the Shareholders Agreement dated as of December 1, 1998 (the "Shareholders
Agreement") by and among Telenor, Dr. Zimin, Glavsotkom LLC and the Bee Line
Non-Profit Fund, constituting in the aggregate 53.95% of VimpelCom's total
issued and outstanding voting stock. Neither the filing of this Amendment No.
11 nor any of its contents shall be deemed to constitute an admission that
Telenor, Telenor Communication AS or Telenor ASA is the beneficial owner of any
shares of VimpelCom (other than, solely in the case of Telenor, 10,452,600
shares of
<PAGE>
Common Stock) for the purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, or for any other purposes, and such beneficial ownership is
expressly disclaimed.
Subsequent to the global offering of the ordinary shares of Telenor ASA in
December 2000, the Kingdom of Norway owns 79% of the outstanding shares of stock
of Telenor ASA.
Telenor is a direct wholly owned subsidiary of Telenor Communication AS and an
indirect wholly owned subsidiary of Telenor ASA. As a result, Telenor
Communication AS and/or Telenor ASA may be deemed to be indirect beneficial
owners of the shares of Common Stock of VimpelCom owned by Telenor. Neither the
filing of this Amendment No. 11 nor any of its contents shall be deemed to
constitute an admission that Telenor Communication AS or Telenor ASA is the
beneficial owner of the shares of VimpelCom held by Telenor for the purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purposes, and such beneficial ownership is expressly disclaimed.
(c) Neither Telenor, Telenor Communication AS, nor Telenor ASA has
effected any transactions in the Common Stock of VimpelCom during the past sixty
(60) days or since the filing of the most recent amendment to this Statement on
Schedule 13D, other than the transactions described herein.
(d) Neither Telenor, Telenor Communication AS, nor Telenor ASA knows of
any other person who has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock of
VimpelCom.
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer
-----------------------------------
Except as provided in the documents described in the statement on Schedule
13D and Amendments Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10 thereto, or as set forth
herein, neither Telenor, Telenor Communication AS, Telenor ASA, nor, to the best
of Telenor's, Telenor Communication AS's and Telenor ASA's knowledge, none of
the individuals named in Item 2 hereof 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.
Item 7. Material to be Filed as Exhibits
--------------------------------
Attached hereto as Exhibit "A" is a conformed copy of the Call Option Notice and
Waiver dated December 20, 2000 between Telenor and VimpelCom.
Attached hereto as Exhibit "B" is a conformed copy of the Share Purchase
Agreement dated December 20, 2000 among Telenor, KB Impuls and VimpelCom.
Attached hereto as Exhibit "C" is a conformed copy of the letter agreement dated
December 21, 2000 between Telenor and VimpelCom.
<PAGE>
Attached hereto as Exhibit "D" is a conformed copy of the Power of Attorney of
Telenor in favor of Henrik Torgersen dated June 13, 2000, authorizing Henrik
Torgersen to execute on behalf of Telenor this amendment to the joint statement
on Schedule 13D, and to take other necessary actions with respect thereto.
<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: January 5, 2000 TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Chief Executive Officer
TELENOR COMMUNICATION AS
By /s/ Tormod Hermansen
--------------------
Tormod Hermansen
Chief Executive Officer
TELENOR ASA
By /s/ Tormod Hermansen
--------------------
Tormod Hermansen
Chief Executive Officer
<PAGE>
Index to Exhibits
Exhibit A A conformed copy of the Call Option Notice and Waiver dated
December 20, 2000 between Telenor and VimpelCom.
Exhibit B A conformed copy of the Share Purchase Agreement dated December
20, 2000 among Telenor, KB Impuls and VimpelCom.
Exhibit C A conformed copy of the letter agreement dated December 21, 2000
between Telenor and VimpelCom.
Exhibit D A conformed copy of the Power of Attorney of Telenor in favor of
Henrik Torgersen dated June 13, 2000, authorizing Henrik
Torgersen to execute on behalf of Telenor this amendment to the
joint statement on Schedule 13D, and to take other necessary
actions with respect thereto.
