<PAGE>
EXHIBIT D
Conformed Copy
POWER OF ATTORNEY
Oslo, Norway
June 13, 2000
Torstein Moland and Ole Johan Haga, in their capacity as Members of the Board of
Directors of Telenor East Invest AS, a legal entity duly organized and
registered under the laws of Norway (the "Company"), hereby appoint:
Mr. Henrik Torgersen, holding Passport No. G0285334-1
to represent the Company and authorize him:
1. To take all actions contemplated by the resolution adopted by the
Board of Directors of the Company on June 13, 2000, including to
negotiate, agree and execute:
(a) on behalf of the Company, (i) a Working Capital Bridge Facility
between the Company and Open Joint Stock Company "Vimpel-
Communications" ("VimpelCom"), (ii) a Primary Agreement
(Financing Vehicles) between the Company and VimpelCom Finance
B.V., (iii) a Letter Agreement between the Company, VimpelCom and
certain shareholders of VimpelCom, (iv) a Contract of Pledge of
Shares between the Fund for Non-Commercial Programs "Bee Line"
and the Company, (v) a Guarantee Agreement between the Company
and VimpelCom (items (i) - (v) being referred to herein as the
"Agreements"), (vi) one or more amendments to the Company's
Schedule 13D filed with the United States Securities and Exchange
Commission, (vii) one or more applications to the Ministry for
Anti-Monopoly Policy and Support for Entrepreneurship of the
Russian Federation (and any relevant territorial agency thereof)
for approval of the transactions contemplated by the Agreements,
and (viii) a letter appointing CT Corporation System as the
Company's agent for service of process in connection with the
Agreements;
(b) in each case, on behalf of the Company, to coordinate, execute,
and sign any and all letters, certificates, deeds or other
documents and do other acts and things relating to, or in
connection with, any of the Agreements as such representative may
think fit in his sole discretion (as shall be evidenced by his
signature for all purposes) and to
<PAGE>
negotiate, enter into, execute and deliver any and all further
agreements, instruments, certificates and other documents, and to
take all such other actions as he may deem necessary or advisable
in order to implement, effectuate and comply with the terms,
provisions and conditions of the Agreements and any and all
transactions and agreements contemplated thereby;
2. to sign any applications, certifications, letters or other documents
to be provided under the Agreements;
3. to give on behalf of the Company any notice, certificate,
confirmation, or communication and do any acts and things as may be
necessary in connection with any letter, document, deed or act
referred to in paragraphs 1 and 2 above;
4. to make any statement, sign, file, and receive any document, and do
any other acts and things as may be necessary and/or appropriate for
the execution and performance of any of the Agreements, including to
request such governmental and other authorizations, registrations or
administrative verifications as may be necessary, and file any
documents with and obtain any authorizations, certificates,
permissions by any of the governmental authorities of the Russian
Federation, including, without limitation, the Ministry for Anti-
Monopoly Policy and Support for Entrepreneurship of the Russian
Federation and its territorial agencies and the United States
Securities and Exchange Commission;
5. to represent the Company before the government and any governmental
agencies, offices and organizations of the Russian Federation with
respect to execution and performance of the Agreements and other
documents related thereto; and
6. to take any other action required or permitted to be taken by the
Company under any Agreement, and to do all such acts and things as
such representative may deem necessary or appropriate to carry out the
objects set forth above.
This Power of Attorney shall be valid for one (1) year from the date
hereof.
TELENOR EAST INVEST AS
By /s/ Torstein Moland
-------------------
Torstein Moland
Member of the Board
By /s/ Ole Johan Haga
-------------------
Ole Johan Haga
Member of the Board
