1992 – Norwegian digital fixed line to Murmansk

KolaTelekomTelenor extended the Norwegian digital fixed line network to Murmansk. A digital switch was established and Kola Telekom was formed, offering the region international phone connections through the Norwegian trunk network.

1993 – North-West GSM is formed

Telenor formed a joint venture with Telia, Telecom Finland and local partners, called North-West GSM, where Telenor and Telia held 12.74 %, each, Telecom Finland 23.52 % and the remaining 51 % were held by local Russian partners. The consortium was awarded a GSM mobile license that covered St. Petersburg and the St. Petersburg region, and also the Murmansk-Arkhangelsk region.

NcGSM

1995 – The North-West GSM network was officially opened for traffic.

1997 – Acquisitions of Exctel GSM and StavTeleSot

ExctelGSMTelenor acquired 49 % of Extel GSM in Kaliningrad, which opened service in August 1997.

Telenor acquired 49 % of StavTeleSot, a GSM operator in Stavropol, which officially opened service in January 1998.

1998 – Acquisitions of Kyivstar GSM and VimpelCom

BeeLineTelenor signed a contract on a acquiring a 35 per cent ownership stake in ZAO Kyivstar GSM. The deal was signed in Oslo 26 March and involved investments on Telenor’s part of nearly 40 million USD. Kyivstar opened its network officially in December the year before (1997). The remaining part of the company was held by Sputnik funds (14 per cent) and Ukrainian partners (51 per cent).

In December, Telenor signed an agreement to acquire a 25 % stake in VimpelCom, which at the time was close to bankrupt and had 130,000 customers. The company marketed their services under the brand “Beeline”.

1999 – Telenor Moscow office established

Jo Lunder was made the first Norwegian head of VimpelCom. The same year Telenor established its first country office in Moscow and Telenor’s country manager Magnus Dokset made part of the new management together with one of the founders, Dmitrij Zimin and two of his Russian colleagues.

2000 – Majority stake in Comincom/Combellga

ComincomTelenor acquired a majority stake in fixed line operator Comincom/Combellga for 120 million USD, the second largest investment in Russia after VimpelCom.

 

In December, VimpelCom repurchased some shares from Telenor, resulting in Telenor’s ownership in VimpelCom, fully diluted, being reduced from 30,4 per cent to 29,7 per cent of the share capital and from 25,7 per cent to 25,1 per cent of voting rights.

2001 – Alfa becomes a strategic joint owner of VimpelCom

Alfa becomes a strategic joint owner of VimpelCom by acquiring a stake equal to that of Telenor and both parties agree upon a shareholders agreement and a new Charter for the company, regulating how the Board of Directors shall be composed and elected as well as agreeing upon voting procedures in the Board.

One such feature introduces a so called supermajority vote (8 out of 9) in important and strategic decisions as for instance acquisitions. The Board has nine members – three nominated by Telenor, three by Alfa and three independents selected according a procedure where Telenor and Alfa nominate one each, and the last to be picked from a list presented by Telenor and approved by the other party.

Disputes should be settled by arbitration in Geneva.

2001 – Selling stake in North-West GSM

In August Telenor sold its stake in North-West GSM to Telia and Sonera (previously Telecom Finland). Telenor could record a gain of 40 million USD from the sale. North-West GSM later moved headquarters to Moscow and became known as MegaFon.

2001 – Increased ownership in Kyivstar

Telenor increased its ownership in Kyivstar in two steps – to 39 % by acquiring a minority stake and to 45.42 by a dept-for-equity conversion.

2002 – Another increase in stake in Kyivstar

In July Telenor bought the Ukrainian Sputnik Fund’s shares in Kyivstar, increasing its stake to 61.9 %. The price was 66.5 million USD. At this point Kyivstar had 1.5 million customers and a market share of 50.1 %. The stake is later adjusted through capital increase and dilution of a minority shareholder to 55.35%.

Storm, the other major owner is acquired by the Alfa Group.

2002 – Sells stake in Extel

In December, Telenor sold its 49 % stake in Extel to VimpelCom, which also acquired the remaining 51 % of the company. Telenor could register a financial gain after tax of 45 million NOK from the sale.

2002 – Telenor and Alfa signs deal in Oslo

On Nov 12th Telenor and Alfa signed a deal in Oslo to extend investments in VimpelCom with 58.5 million USD each by establishing VimpelCom-Regions. Telenor’s total investments in VimpelCom now exceed 400 million USD.

putin_baksaas_bondevik_signering 2002 foto Bo Mathisen

Mikail Fridman and Jon Fredrik Baksaas on.Signing Ceremony 12th November 2002 in Oslo with then President Vladimir Putin and then Prime Minister Kjell Magne Bondevik in the back.

CEO Jo Lunder at the table and Tryggve Øglænd from the Foreign Ministry in the back.

2003 – Sells stakes in StavTeleSot and Comincom/Combellga

In January, Telenor sold its 49 % stake in StavTeleSot to VimpelCom for 20.9 million USD (financial gain of 65 million NOK). VimpelCom increased ownership to 90 % in StavTeleSot.

In August, Telenor sold its stake in Comincom/Combellga to Golden Telecom for a 19.5% stake in the company.

After the merging of VimpelCom-R into VimpelCom, Telenor’s ownership stake is 29.9 percent economic and 26.6 % voting.

2004 – Alfa and Telenor increases ownerships in Kyivstar and signs a shareholder’s agreement

Ownership Telenor increased its ownership in Kyivstar to 56.5 % and Alfa increased its ownership through Storm, Hardlake and Alpren to 43.5 % and signed a shareholder’s agreement.

Start of a conflict – URS WellCom

In October, VimpelCom’s management proposed to acquire URS WellCom, a small and loss-making Ukrainian mobile operator. After analysing the company, Telenor concluded that the price asked for the company, 231 million USD was grossly exaggerated and that it would require large investments to make the company survive and grow, if at all possible. Two months earlier Golden Telecom had turned down an offer to buy the company for 100 million USD. Telenor requested to know the identity of the sellers, information which to date has not been given.

As a supermajority vote was required when the acquisition proposal was presented to the Board of Directors, Telenor’s “no” to the proposition stopped the plans. However, instead of accepting the decision, a longish fight started between Alfa and Telenor, which would later end in the acquisition being forced through by circumventing both Board and Charter.

Makarenko cases

In October, the first of many constructed law suits and court cases would appear. In far-away Krasnodar in Russia, the first of three lawsuits appeared, known as “the Makarenko cases”.

Krasnodar

1. Krasnodar

Victor Makarenko, a shareholder said to hold two shares in VimpelCom, launched no less than three lawsuits against Telenor, aiming to annul the Charter and shareholders agreement of VimpelCom and to impose upon VimpelCom to acquire URS WellCom. The District Court of Krasnodar accepted his claims and issued verdicts that became legally valid for the whole of Russia and close to stalemated Telenor’s influence until the Supreme Court overturned the verdicts and set precedence that lawsuits no longer could be launched anywhere else than where a business or person have their address.

The first Makarenko case in October resulted in a court injunction that prohibited VimpelCom Board members from interfering with an approval of the URS WellCom acquisition.

In Ukraine, Alfa started a four year long boycott of the Board of Directors, a boycott that also would include not appearing at shareholders meetings – acts that were in breach of the freshly signed shareholders agreement for Kyivstar. As Ukrainian law requires attendance from at least 60 per cent to have quorum, Alfa’s boycott meant no shareholders meetings could be held, a boycott that lasted until December 2008.

2005 – The Makarenko cases continue

In Russia the second Makarenko case took place in the Temryuk District Court in the Krasnodar region and in February suspended VimpelCom’s Charter and ordered a change that removed the supermajority voting rules.

The third Makarenko case in the Krasnodar Arbitrazh (Business) Court, in March prohibited Telenor-nominated Board members from voting on the acquisition. All three rulings were appealed instantly by Telenor.

On 18 April the Supreme Court of Russia overruled the second Makarenko case and took jurisdiction of the case – see press release:

Russian Supreme Court Accepts Telenor’s Request and Helps Restore Corporate Governance in VimpelCom.

As a result all the Makarenko cases were withdrawn).

URS WellCom vote

On 24 April the Board of Directors of VimpelCom took a vote on the URS acquisition and voted down the proposition by a supermajority (even though five were in favour, three against and one abstained). See press release:

Rejection of Ukrainian deal will preserve value in VimpelCom and restore strategic development.

On 16 May Alfa sued the three Telenor nominated members of VimpelCom’s Board of Directors Arve Johansen, Henrik Torgersen and Jo Lunder in an attempt to reverse the 24 April Board decision. See press release:

Telenor will defend against new claim by Alfa.

The lawsuit was soon after withdrawn.

Even after a new Board was elected on 22 June, naming David Haines as new chairman, no Board approval of the URS WellCom acquisition was possible and a long struggle from Alfa to circumvent the Board was started. By managing to make the acquisition an “interested party transaction”, the acquisition was taken out of the Board room and placed on the agenda of an Extraordinary General Meeting of shareholders (EGM). An intense campaign was started from both Telenor and Alfa to win the minority shareholders to their side. The EGM was scheduled for 15 August but Alfa decided not to appear, so o quorum could be established and no EGM was held. See press release:

VimpelCom EGM re-scheduled due to lack of quorum

A new attempt to hold an EGM was scheduled for 14 September, again after strong campaigning. This time the EGM voted to acquire URS WellCom by close margin. See VimpelCom press release:

VimpelCom Shareholders Approve Acquisition of CJSC “Ukrainian Radio Systems” Telenor Questions Validity of Shareholder Approval

Two days later, on 16 September, the Board of Directors approved the EGM decision by simple majority. See VimpelCom Press release:

VimpelCom Board Affirms Validity of Shareholder Decision of the EGM.

VimpelCom’s management then proceeded with the acquisition despite heavy protests from Telenor, and reported consummation of the acquisition on 11 November 2005. See VimpelCom’s press release:

VimpelCom Enters Ukraine – Closes Acquisition of CJSC “Ukrainian Radio Systems”.

Telenor commented the same day in a press release:

Telenor still opposed to URS WellCom acquisition

Ukrainian litigations

In August Alfa started a number of litigations in Ukraine through its affiliate Storm, contrary to the shareholders agreement, which specified that any conflict should be settled by arbitration in New York. The litigations included invalidation of Kyivstar’s Charter as only shareholders can be Board members according to Ukranian laws and the selected Board members were not. This ruling eventually lead to the Charter being changed three years later when arbitration awards and court rulings in New York forced Storm to again start appearing at shareholders and Board meetings. Some of the 15 -20 litigations were quickly overturned, such as attempts to nullify the service agreements between Telenor and Kyivstar, as well as the appointment of Igor Litovschenko as CEO and to nullify Board decisions made in 2005, to mention a few.

Geneva arbitration

As Telenor regarded the nomination process ahead of the election of Board members to VimpelCom on 22 June as being in breach of the shareholders agreement, arbitration was initiated in Geneva in November 2005, as prescribed in the same shareholders agreement on how to solve conflicts. Telenor charged that Alfa had nominated more candidates than prescribed. In January 2007 the arbitration panel announced an interim ruling in favour of Telenor and ordered Alfa to abide by the shareholders agreement, a ruling which was made final in January 2008, making Alfa comply. Since then, nominations and elections have taken place in accordance with the existing agreements and corporate governance in VimpelCom has been reinstalled and working well.

2006 – Moscow lawsuits

On 26 January, Telenor initiated three different lawsuits in Moscow in an effort to overturn the URS acquisition. Telenor’s first claim sought to invalidate the decision of VimpelCom’s September 14, 2005 EGM. The second sought to unwind the URS acquisition on the basis that it was completed in violation of Russian law. And the third claim sought to invalidate the decision to complete the URS transaction taken by VimpelCom’s General Director, Alexander Izosimov, without the approval of VimpelCom’s Board of Directors. See press release:

Telenor Commences Lawsuits in Russia

Although a 3-judge panel of the Supreme Arbitrazh (business) Court in Moscow initially ruled in favour of Telenor in March 2007, in June the same year the Presidium of the Supreme Arbitrazh Court upheld the lower court decisions against Telenor on the basis of “the principle of legal certainty and .. to [ensure] the stability of business”. Telenor then withdrew the remaining cases.

Ukrainian collusive lawsuits

In Ukraine the lawsuits continued. In January one of the lawsuits resulted in a verdict declaring the Charter and the process for the election of the Board of Directors illegal. Questions arose if Telenor would still be able to consolidate Kyivstar in their accounts. See press release:

Telenor will continue consolidating Kyivstar

In April, one of several litigations took place where one Alfa company sued another, resulting in verdicts that had grave implications for third parties like Telenor, which had not been summoned to or been heard during the court hearings. One such court case resulted in a ruling that declared the Kyivstar shareholder agreements and voting agreements void. Telenor learnt of these cases through a press release issued by Altimo:

Voting Agreement and Shareholder Agreement between Telenor, Storm and Kievstar are invalid

New York arbitration

On 8 February Telenor commenced arbitration in New York as per the shareholders agreement in Kyivstar, charging that Alfa had broken the agreement on several points: failing to attend Board and shareholders and holding more than the agreed 5 % interest in a competing Ukrainian mobile operator by holding a 13.2 % interest in Turkcell which, in turn, controls Ukrainian mobile operator Astelit LLC.

Alfa and Telenor increase ownership in VimpelCom 

OwnershipIn a period from August 2006 to May 2007 Alfa first bought an additional nine per cent of VimpelCom shares ending up with an ownership stake of 44 % of the voting stock. Telenor then increased its ownership to the maximum of what Russian law allows without making a tender offer for the whole company – to 29.9 % of the voting shares: (see figure)

2007 – Kyivstar deconsolidated

In Ukraine Storm continued launching lawsuits, and managed to block Ernst&Young from performing audits, which eventually, in March, forced Telenor to deconsolidate Kyivstar from its accounts.

Press release on the court ruling:

Alfa Attempts to Obstruct Kyivstar Audit

Press release on the deconsolidation:

Accounting treatment of Kyivstar in the 2006 Annual Report

Black PR campaign in Ukraine

In Ukraine a black PR campaign was launched in February to harm Telenor – and any Norwegians in Kyiv for that matter. The planned black PR campaign was to a large extent exposed as Telenor learnt of the planned actions, but some were carried out, as big light posters along the main street of Kyiv with the text:”Norwegians! Respect Ukrainian laws!!!”

Black PR campaign

The whole campaign was unsuccessful.

Geneva arbitration

On 30 January the Arbitration tribunal in Geneva ruled that Alfa’s previous over nomination of candidates to the Board of Directors of VimpelCom has to stop, as it was in breach of the shareholders agreement with Telenor.

See the full press release:

Geneva Arbitration Tribunal Says Alfa Cannot Nominate More Than Four Candidates to VimpelCom Board

New York Arbitration award

In August Telenor won a total victory in the UNCITRAL Abritration proceeding in New York against Alfa Group subsidiary Storm in connection with Storm’s violations of the Shareholders Agreement in Kyivstar. The award was unanimous, meaning also the Alfa nominated arbitrator voted against Alfa. The Award ordered Alfa to return to shareholders meetings and Board meetings in Kyivstar and to reduce their stake in competing businesses like Astelit (through their Turkcell stake) and Ukrainian High Technologies to below five per cent.

For the full press release, see:

Telenor Wins New York Arbitration against Alfa – Alfa Ordered to Sell Kyivstar Shares or Divest Itself of Competing Assets

The Final Arbitration Award can be downloaded here:

The Final Arbitration Award, 3MB, PDF

Storm continued to boycott shareholders and board meetings despite the clear Arbitration Award and even got a Ukrainian court to rule that the award could not be enforced in Ukraine.

New York arbitration confirmed

In November the same year, The US Federal Court for the Southern District of New York confirmed the Arbitration award in a convincing ruling, defying Alfa’s repeated attempts to halt the decision.

See the press release:

US Federal Court confirms Telenor’s Arbitration Award against Alfa and Orders Alfa to Comply with Award

The complete ruling:

NY confirmation of arbitration Nov 2007, 284kB, PDF

2008 – Storm upholds its boycott

Even after this, Storm upheld its boycott of Kyivstar shareholder and board meetings and continued its practice of what the US judge called “shabby tactics” in Ukrainian court rooms.

Alfa claims 1 bln USD

In March Alfa initiated arbitration in Geneva, claiming 1 billion USD in damages for allegedly delaying VimpelCom’s entry into the Ukrainian market. Telenor rejected the claim as unfounded:

Telenor Says New Arbitration Brought By Alfa Has No Merit

Farimex case – claims 3.8 bln USD 

In April, Telenor learnt of a lawsuit in the city of Khanty-Mansiysk in Western Siberia launched by the miniscule VimpelCom ADR holder Farimex, claiming no less than 3.8 billion USD for the same reason as Alfa in the Geneva Arbitration. The claim was later raised to 5.7 billion USD. Telenor calls also this claim completely without merit and strongly objects to the case at all being allowed to be heard in this jurisdiction, where Telenor has no business address. See the press release:

Telenor Says Lawsuit in Khanty-Mansiysk in Siberia Has No Merit

Telenor celebrated 10 years in Ukraine – Deloitte study

On 15 May, Telenor celebrated its ten year presence in Ukraine and presented its study by Deloitte showing that an increase of 10 mobile phones per 100 people may boost GDP growth by 1.2 percentage points and that a 1% higher penetration of internet users may increase total exports by 4.3 %.

Farimex case – the Khanty Manyisk ruling

On August 16, at 2am in the morning, after a longish trial full of procedural mistakes, the judge ruled that Telenor would have to pay a 2.8 billion compensation, not to Farimex, but to VimpelCom. Telenor quickly decided to appeal the ruling.

See the press release:

Telenor to appeal Siberian verdict in collusive lawsuit instigated by Alfa

The full ruling:

Khanty-Mansiysk verdict, 132kB, PDF

Bolshoi sponsor

In celebration of its 15 years of presence in Russia, Telenor in September announced that they had entered into a sponsorship agreement with the Bolshoi theatre, becoming

an official sponsor.

Head of Telenor Russia, Kjell Morten Johnsen and Director of Bolshoi theatre Anatoly Iksanov

To read the full press release:

Telenor becomes the official sponsor of Bolshoi Theatre

Shares arrested in defence of Deutsche Bank claim 

On Monday 27 October Telenor learnt that their shares in VimpelCom and also Altimo’s shares in VimpelCom had been arrested by the court in Omsk, even though the appeal of the Khanty-Mansiysk court had not yet been heard by that court and even though Altimo had not been convicted of anything in Khanty-Mansiysk. The arrest coincided with a claim by Deutsche Bank to either have a 2 billion USD loan paid immediately or Altimo’s shares, put up for collateral, handed over to the bank. Soon after Altimo succeeded in paying back the loan through taking up another loan in the state owned bank VEB, the arrest was lifted and the shares transferred to the bank for collateral for the new loan.

See Telenor’s press release:

Telenor strongly rejects Russian arrest in VimpelCom shares

Crown Princess visits Ukraine

During the visit of the Norwegian Crown Princess Mette-Marit to the Ukrainian capital Kiev in October, she also found time to visit the Scandinavian School, which is supported by Telenor. The Crown Princess met with more than hundred Ukrainian pupils, some of whom are studying the Norwegian language. The Scandinavian School in Kyiv is the only educational establishment in Ukraine where the Norwegian language, history, culture, traditions and educational system of Norway are being taught in depth. Telenor has been supporting the school since 2007.

The Crown Princess and Telenor Country Manager Trond Moe visiting the school

Altimo accuses Telenor of tapping and spying

On November 12, Telenor received an open letter from Altimo and Altimo’s International Advisory Board with strong accusations of having surveyed and tapped emails and other communication from Altimo. The documentation proved to be completely unfounded, forged or having nothing whatsoever to do with Telenor and appeared as an unfriendly black PR campaign. Telenor issued a short press release and replied sharply back to the Advisory Board.

See the press release: Telenor:

Letter from Altimo absurd and unfounded

The Daily Mail exposing the black PR campaign.

Norwegian-Ukrainian Chamber of Commerce established

Telenor successfully contributed to the founding of the first ever Norwegian-Ukrainian Chamber of Commerce (NUCC) in Oslo on 20 November. In the presence of the Ukrainian ambassador to Norway, Olexander Tsvietkov and the Norwegian ambassador to Ukraine, Olav Berstad, the Charter and ambitions of the NUCC were signed and agreed upon during a ceremony at the main headquarters of Telenor at Fornebu, Norway. NUCC’s first elected Chairman was Thor A. Halvorsen, Senior Vice President in Telenor.

First US contempt order

In November the US Federal court granted Telenor’s motion requesting that Altimo, Storm, Alpren and Hardlake be held in contempt of court for their failure to obey the November court order that conformed the Arbitration Award. The court imposed on each of the four companies a fine of 100,000 USD a day if not complying.

The full verdict, 232kB, PDF

First successful Kyivstar shareholders meeting

On December 16 Storm attended two Kyivstar shareholder meetings for the first time since 2005. Quorum was established and accounts and dividends for 2004 and 2005 were approved. As a result the US Court remitted the contempt fines imposed.

See the press release:

Two shareholders’ meetings held to establish basis for restoring Kyivstar corporate governance

Telenor 15 years in Russia

In December Telenor celebrated 15 years of presence in the Russian market with Norwegian Minister of Trade and Industry, Dag Terje Andersen were among the distinguished guests. See the full press release:

Telenor 15 years in Russia

Omsk court cancels Khanty-Mansyisk ruling 

After postponing the hearing of Telenor’s appeal over the Khanty-Mansiysk ruling, the court finally issued a ruling on 29 December. The Eighth Arbitrazh Appellate Court in Omsk cancelled the USD 2.8 billion judgment issued against Telenor in August, but said it would reconsider the case from the beginning on 19 February.

See the press release:

Khanty-Mansiysk ruling Against Telenor cancelled by Omsk Court

The ruling in translation, 201kB, PDF

2009 – Tyumen court case

On 20 February the Omsk Court of Appeals issued a ruling that Telenor would have to pay a sum of 1.7 billion USD to VimpelCom for damages connected to Telenor having allegedly delayed VimpelCom’s entry into Ukraine. The court gave Farimex a written consent to claim the amount from Telenor despite the fact that Telenor immediately decided to appeal the verdict. This consent was the basis for the later enforcement actions from Farimex and the Russian Bailiff. The full press release:

Telenor Will Continue To Defend Its Investment in VimpelCom

The full ruling in translation, 243kB, PDF

Tyumen court case

The third court instance in Siberia before the case might eventually be transferred to the Supreme Court in Moscow was Tyumen. The three Siberian courts are often referred to by lawyers as the legal Bermuda triangle:

Siberian Legal Triangle

1. Tymen 2. Omsk 3. Khanty-Mansiysk

Telenor appealed the Omsk ruling on 4. March to the court in Tyumen.

See the press release:

Telenor Has Appealed The Omsk Court Decision in Farimex Case

The Tyumen Court of Appeals was scheduled to hear Telenor’s appeal on 26 May, but the hearing was first postponed to 10 June, then to 30 September and finally to 24 March 2010.

Separately, Telenor on Friday 20 March sent a motion to the court in Tyumen Court of Appeals to stay the demanded payment until the appeals hearing. This motion was denied Monday 23 March, and following an appeal of the decision, the court finally denied the motion 28 April. Full press release:

Stay of enforcement denied – Telenor will continue to oppose any attempt to sell its shares in VimpelCom

2009 – Moscow courts

Moscow courts

Starting from the end of April Telenor launched several motions in Moscow courts in an attempt to stall or dismiss totally the enforcement procedures started by the Bailiff’s office to collect the 1.7 bln USD and an additional fee of 7 %. All efforts have to date been dismissed by various Moscow courts.

Second US contempt ruling – Telenor’s shares arrested in Moscow

As Altimo, Storm, Alpren and Hardlake had only partly complied with the US Court rulings, the US Federal Court on 12 March held the companies in contempt for the second time, for not having divested their stake in Turkcell and not deposited their Kyivstar shares as they had been ordered to do. See the related press release:

Alfa Held in Contempt for Second Time by US Court; Telenor’s VimpelCom Shares Arrested in Russia

The full ruling, 25kB, PDF

A transcript of the ruling, 75kB, DOC

Arrested shares 

Right after this ruling, Telenor heard rumours that a Russian bailiff acting on behalf of Farimex had arrested all of Telenor’s shares in VimpelCom even though Telenor had not been officially served with the claim. The rumours were confirmed the next day. Read full press release:

Alfa Held in Contempt for Second Time by US Court; Telenor’s VimpelCom Shares Arrested in Russia

Norwegian Foreign minister raises Telenor issue with Russian colleague

On 24 March 2009 Norwegian Foreign Minister Jonas Gahr Støre met with his counterpart in Russia, Foreign Minister Sergej Lavrov and described it as a major and serious issue in the relationship between Norway and Russia.

The meeting was noted by several media, including Dagbladet and the Lex coloumn of the Financial Times:

Dagbladet: Støre played the president card

Bear faced cheek

See the article in Moscow Times:

Telenor Motion Rejected

Claim served by Norwegian Bailiff

On Friday 3 April Telenor was officially served with a claim for payment of the 1.7 billion USD to VimpelCom. The claim was delivered by a Norwegian bailiff from the Asker and Bærum District Court on behalf of the Russian enforcement office.

Bailiff confiscates Telenor account and issues fine

Despite the ongoing legal proceedings, the Russian Bailiff in late April confiscated roubles equalling approximately 23,000 USD from a bank account belonging to Telenor East Invest in Moscow. The amount was said to be transferred to VimpelCom, who has never confirmed any receipt of such an amount. The Bailiff also issued a fine of approx. 1,000 USD to Telenor East Invest for not handing in certain documents in time. Also this decision has been appealed by Telenor.

Sjulstad new country manager in Russia

As of 16 March 2009 Ole Bjørn Sjulstad replaced Kjell Morten Johnsen as head of Telenor Russia.

Full press release:

New Telenor heads in Serbia and Russia

Norwegian Prime Minister raises Telenor issue

On 19 May Norway’s Prime Minister Jens Stoltenberg met with the Russian President Dimitrij Medvedev and the Russian Prime Minister Vladimir Putin in Moscow. Stoltenberg said after the meetings: “We have a common understanding that the companies must reach a balanced solution. But I have stated our wish that Russian authorities contribute in a way that no forced sale of shares will be made until the process has been through the Russian legal system.”

The meetings caught widespread attention internationally as in the Wall Street Journal, Moscow Times etc.

2009 – Agreement reached – arrest lifted

Kyivstar dividends

On 1 June 2009 The Extraordinary General meeting of Shareholders (EGMS) of Kyivstar approved the company’s accounts for the fiscal years 2006 and 2007. Based on this the EGMS decided to distribute dividends in the total amount of UAH 4.6 billion (approximately NOK 3.8 billion). Full press release:

Kyivstar dividends for 2006 and 2007 approved

Then on 1 September another EGMS of Kyivstar approved the accounts for 2008 and decided on dividend payments totalling 1.9 bln UAH (approx. NOK 1.4 bln).

Bailiff orders sale of shares to start

The Russian Bailiff in Moscow on Friday 19 June 2009 announced that they had ordered the Federal Agency for State-Owned Property Management (Roseimushestvo) to name a broker to be in charge of selling Telenor’s VimpelCom shares. The Property agency stated that preparations would take long time and Telenor protested the order strongly and motioned with several courts in Moscow to halt the sale. None of the motions have been successful but no sale has yet taken place.

English translation of the Bailiff’s order, 43kB, DOC

Agreement announced between Telenor and Altimo 

Finally, on 5 October 2009 Telenor and Altimo announced their agreement to combine their assets in Kyivstar and VimpelCom into a new Bermuda-registered company VimpelCom Ltd headquartered in the Netherlands. The full press release:

Telenor and Altimo to Create a Leading Emerging Markets Mobile Operator

VimpelCom Ltd CEO and Chairman

On 30 November the new CEO and Chairman were selected for VimpelCom Ltd.

CEO, Chairman of the Board and Independent Directors selected for VimpelCom Ltd.

2010 – VimpelCom Ltd. established – Wind Telecom acquisition proposed

Russian approval

On the 3rd February, the Russian government approved the deal.

Press release from Telenor:

Russian Government Approves Telenor/Altimo Deal

Exchange offer launched

On the 9th February, VimpelCom Ltd. announced the commencement of the US offer, which opened the same day to stay open until 15 April (Russian offer to close 20 April)

Press release from Telenor:

Commencement of Exchange Offer for OJSC VimpelCom Shares and American Depositary Shares by VimpelCom Ltd., 10kB, PDF

Ukrainian approval

On 18th March also the Ukrainian Antimonopoly Committee announced the conditionless approval of the application to combine Kyivstar and OJSC VimpelCom into the new VimpelComLtd.

Press release from Telenor:

Combination of Kyivstar and OJSC VimpelCom Cleared in Ukraine, 9kB, PDF

Tyumen postonement

The Tyumen court on 24th March once again postponed the hearing of Telenor’s appeal in the Farimex case until 16th April, noted in a press release from Telenor:

Press release from Telenor:

The Federal Arbitrazh (Business) Court of the West Siberian District Again Postpones Hearing of Telenor’s Appeal in Farimex Case

Prospectus published

VimpelCom Ltd. Published the prospectus on 25th March:

SEC Prospectus (VimpelCom’s web site)

Successful US offer

On 16th April the announcement of the results of the Exchange offer in the US was published with the good result of 97.29 % of shares being tendered.

Press release from Telenor:

VimpelCom Ltd. Announces Results of U.S. Exchange Offer – Trading of VimpelCom Ltd. to Begin Today on a When-issued Basis, 51kB, PDF

Farimex withdrawn 

On 16th April, the same day the successful completion of the US offer was announced, the Farimex case was withdrawn and the Omsk ruling cancelled:

Press release from Telenor:

Farimex Withdraws Claim Against Telenor and Tyumen Court Cancels Omsk Ruling and Terminates All Proceedings

Arrest of shares lifted

The Russian Bailiff subsequently lifted the arrest of Telenor’s shares and cancelled all fees and fines connected to it, published through a stock exchange notice:

Press release from Telenor:

Arrest of OJSC VimpelCom shares lifted

Russian offer expires and transaction closes 

The final chapter in the creation of the new company was reached on 21 April when the transaction was closed following the end of the Russian offer. A total of 97.87 % of the shares were tendered.

Press release from Telenor:

VimpelCom Ltd. Successfully Completes Exchange Offer for OJSC VimpelCom Shares and American Depositary Shares, 43kB, PDF

VimpelCom announces plan to combine with Weather (later renamed Wind)

On 4 October 2010 the Supervisory Board of VimpelCom Ltd. gave their conditional approval that the management of VimpelCom Ltd. tried to negotiate a final deal with Weather Investments, now Wind Telecom, given certain conditions precedent to closing, among them a renewed Board consideration.

Press release from VimpelCom:

VimpelCom Combines with Weather to Create New Global Telecom Group (VimpelCom’s web site)

The Ukrainian anti-monopoly committee finally confirmed its prior approval of the VimpelCom-Kyivstar transaction

October 19, 2010 the Ukrainian anti-monopoly committee announced that they had concluded the investigation into complaints against the VimpelCom-Kyivstar transaction, which was consummated in April the same year. The Committee had originally approved the transaction, but had reopened investigation based on a complaint from Astelit. The final approval concluded the Committee’s investigation.

Press release from VimpelCom:

Ukrainian anti-monopoly committee confirmed its prior approval of VimpelCom-Kyivstar transaction (VimpelCom’s web site)

VimpelCom announces payment of an interim dividend 

On 15 November 2010 VimpelCom Ltd. could announce its first payment of dividend to its shareholders, totaling 600 million USD.

Press release from VimpelCom:

VimpelCom announces payment of an interim dividend (VimpelCom’s web site)

Weather/Wind divests of its Tunisian asset – no longer making part of the proposed VimpelCom transaction

On 22 November 2010 VimpelCom Ltd. announced a change to the proposed transaction with Weather/Wind as a result of Orascom having sold its Tunisian asset to Qatar Telecom.

Press release from VimpelCom:

Weather and VimpelCom Support Divestment of Orascom Telecom’s Tunisian Operations (VimpelCom’s web site)

Telenor opposes the proposed transaction from financial and strategic reasons

In a letter to the management and Supervisory Board of VimpelCom Ltd. dated 19 Dec 2010 Telenor made it clear that it could not support the proposed transaction with Weather/Wind. The decision was made public through a stock Exchange notice and a press release on 20 December.

Press release from Telenor:

Telenor Does Not Support Proposed VimpelCom Acquisition of Weather Investments

Press release from VimpelCom:

Telenor, as a shareholder, opposes combination with Weather Investments (VimpelCom’s web site)

The Board approves the transaction by a majority of six out of nine but asks for a renegotiated proposal

On 21 December it was announced that the Supervisory Board of VimpelCom Ltd. had approved the transaction as proposed by the management, against the votes of the three Telenor nominated Board members. However, a majority of six Board members ordered the management to renegotiate the deal and return with a renegotiated proposal to the Board in an attempt to reach a unanimous decision.

Press release from VimpelCom:

VimpelCom supervisory board approves non-shareholder related aspects of combination with Weather Investments; Telenor states opposition as a shareholder (VimpelCom’s web site)

2011 – Wind Telecom transaction

The Board approves the transaction but claims it is a related party transaction, depriving Telenor of its pre-emptive rights 

On 17 January 2011 the Board met again to discuss the new proposal. The three Telenor nominated Board members again voted now the proposal from the same reason as previously. The new proposal included issuance of new shares to the fact that Wind would get more than 30 % of the voting rights, Altimo more than 31 per cent, Telenor just above 25 % and the minorities just above 12 %.

Prior to the Board meeting Telenor had announced its intention to exercise its pre-emptive rights and acquire enough of the new shares to be issued to maintain its relative stake in the company. However, the six member majority of the Board decided that the transaction was now to be considered a related party transaction, since a minority shareholder in Altimo, Gleb Fetisov, had acquired shares in Orascom Telecom. Telenor protested the decision and claimed the decision deprived Telenor of its pre-emptive rights.

Press release from Telenor: Telenor Says VimpelCom Acquisition of Wind Telecom Makes No Sense, Will Harm VimpelCom Minority Shareholders

Press release from VimpelCom:

VimpelCom receives notice of arbitration from Telenor (VimpelCom’s web site)

Arbitration commenced 

On 31 January Telenor announced that on 28 January it had commenced an arbitration proceeding against VimpelCom Ltd. and Altimo Holdings & Investments Ltd. under the VimpelCom Shareholders Agreement in order to protect Telenor’s pre-emptive rights in the context of VimpelCom’s proposed acquisition of Wind Telecom S.p.A.

Press release from Telenor: Telenor Commences Arbitration against VimpelCom and Altimo to Preserve Telenor’s Pre-emptive Rights in the Wind Telecom Transaction

Telenor Seeks Injunction in London

On 7 February Telenor petitioned the Commercial Court in London, England for interim injunctive relief in support of Telenor’s arbitration action against VimpelCom Ltd., Altimo Holdings & Investments Ltd. and Altimo Cooperatief U.A.

Press release from Telenor: Telenor Seeks Injunction to Protect its Pre-emptive Rights in the Wind Telecom Transaction

On Friday 25 February 2011 The Commercial Court of the London High Court of Justice started hearing Telenor’s petition for an injunction designed to protect Telenor’s pre-emptive rights.

See press release from Telenor

Institutional Shareholder Services recommendation

On 2 March 2011 Telenor informed through a press release of the recommendation from ISS to vote no to the proposed transaction at the 17 March shareholder meeting. Glass Lewis at the same time informed the market that their recommendation to vote yes was published prematurely and was no longer valid and that a revised report would be published as soon as it is practicable.

See press release from Telenor

Transaction approved

On 17 March 2011 a special General meeting of shareholders was held in Amsterdam to vote over the proposal to create and issue new shares in connection with the Wind Telecom transaction. The proposal was approved by a majority of 53.3 per cent of the shareholders present. Among the public shareholders 60.2 per cent voted against the proposal.

Press release from VimpelCom:

VimpelCom shareholders approve combination with Wind Telecom S.p.A.

Press release from Telenor:

Telenor remains committed to VimpelCom Ltd. following vote in Special General Meeting

The same day VimpelCom announced that key regulatory approvals for the transaction was received.

Press release from VimpelCom:

VimpelCom receives key regulatory approvals for combination with Wind Telecom S.p.A.

On Friday, 15 April 2011, VimpelCom could announce that the transaction was now closed and that newly issued shares were delivered and the cash payment was made.

Press release from VimpelCom:

VimpelCom completes combination with Wind Telecom

On the same day Altimo announced through a press release that they intended to trigger the termination of the current Shareholders Agreement with Telenor.

Press release from Altimo:

Altimo Seeks Standard Corporate Governance Arrangements for VimpelCom Ltd.

Changes in management 

On May 16 2011 VimpelCom announced that Jo Lunder was appointed new CEO after Alexander Izosimov. Augie Fabela was announced as replacing Mr. Lunder as Chairman of the Supervisory Board and new members to the Supervisory Board were proposed. Telenor CEO Jon Fredrik Baksaas leaves the Board and is proposed replaced by Kjell Morten Johnsen, presently CEO of Telenor Serbia.

Press release from VimpelCom:

VimpelCom announces appointment of Jo Lunder as new Chief Executive Officer and announces Directors proposed for election at upcoming annual meeting

The day after, on 17 May, some other management appointments were also announced.

Press release from VimpelCom:

VimpelCom Ltd. announces senior management appointments

Altimo sell-down 

On 6 June 2011 Altimo announced that they had agreed to sell 6 per cent of their VimpelCom preference shares to Forrielite, a Cyprus based company owned by Oleg Kiselev, presently Deputy CEO of RUSNANO.

Press release from Altimo:

Altimo Sells 6% preference share stake in VimpelCom Ltd.

On 31 october 2011 Telenor filed an amendment to its existing arbitration claim, stating that it believes Altimo’s purported sale of VimpelCom shares is an illicit stock parking transaction that violates the Shareholders Agreement and that it does not trigger a termination of the Shareholders Agreement.

See the filing from Telenor East Holding II AS with the SEC of the amendment

On Wednesday 4 January 2012 Forrielite Limited filed with the SEC an amendment to their previous 13D filing, announcing that on 30 December 2011 they had sold and transferred their 123,600,000 shares of VimpelCom preferred stock to Bertofan Investments Limited, a limited liability company organized under the laws of the Republic of Cyprus for $111m.

See the complete filing

Telenor increases voting share to 36.36 %

On Wednesday 15 February 2012 Telenor issued a press release announcing that Telenor had acquired 234 million preferred shares from Weather and had withdrawn the arbitration claim. The purchase price was US$374,400,000, and increased Telenor’s voting share in VimpelCom Ltd. to 36.36 %, subject to adjustment arising under certain put and call arrangements. Weather is the investment vehicle through which Mr. Naguib Sawiris and his family hold their interests in VimpelCom Ltd. (“VimpelCom”).

See the full press release from Telenor

2012 – Telenor increased voting share

Voting stake increased and arbitration withdrawn

On Wednesday 15 February 2012 Telenor issued a press release announcing that Telenor had acquired 234 million preferred shares from Weather and had withdrawn the arbitration claim. The purchase price was US$374,400,000, and increased Telenor’s voting share in VimpelCom Ltd. to 36.36 %, subject to adjustment arising under certain put and call arrangements. Weather is the investment vehicle through which Mr. Naguib Sawiris and his family hold their interests in VimpelCom Ltd. (“VimpelCom”).

See the full press release from Telenor

On the 4 April 2012 Telenor announced a further increase in its stake in VimpelCom Ltd. by
terminating its cash-settled total return swap (TRS) in respect of VimpelCom Ltd. shares that it had entered into with J.P. Morgan Securities Ltd. on 22 July 2011 and amended on 7 October 2011. Following such termination, Telenor purchased depositary receipts representing 65,000,000 VimpelCom common shares from J.P. Morgan Securities Ltd. for a purchase price of USD 715,000,000, thereby increasing Telenor’s economic and voting interests in VimpelCom Ltd. to 35.66% and 39.51%, respectively.

Law suit and injunctions 

On 19 April 2012 the Russian Federal Antimonopoly Service Filed a claim in the Moscow Arbitrazh Court, the principal commercial court in Moscow, against Telenor and Weather Investments II .The companies OJSC VimpelCom, OOO Altimo, VimpelCom Ltd., VimpelCom Holdings B.V. and Altimo Cooperatief U.A. are named in the claim as interested third parties.

The full press release form Telenor

On 25 April 2012 VimpelCom Ltd. announced that the Moscow Arbitrazh (Business) Court issued an injunction order with only limited restrictions on VimpelCom.

The full press release from VimpelCom Ltd.

On 25 May 2012 VimpelCom Ltd. Announced that the same Russian Court Issued a new injunction order with expanded restrictions on VimpelCom.

The full press release from VimpelCom Ltd.

VimpelCom issued a press release on 5 June 20121 announcing a 6-K filing with the US Securities and Exchange Commissioon titled “Altimo Claims Telenor and Weather II Violated VimpelCom Bye-laws”

See the release and link to the filing here

Telenor was quoted in the press saying: As publicised by VimpelCom Ltd, Altimo claims in a letter to VimpelCom Ltd. that Telenor and Weather II are a “group”, and suggests that Telenor and Weather II might have a theoretical obligation to make a mandatory tender offer for VimpelCom Ltd.’s shares under US regulation and the company’s bye-laws. This claim is patently false. Telenor and Weather II are not a group, and have no such obligation.

On 13 June Telenor issued a press release announcing that Telenor commenced action in Bermuda seeking declaratory judgment on Altimo’s mandatory tender offer allegation. “VimpelCom is a Bermuda company. The issue of whether Telenor and Weather Investments have an obligation under VimpelCom’s bye-laws to make a mandatory tender offer is a question of law for determination by a Bermuda court,” said Telenor’s spokesman, Dag Melgaard. “We filed this claim to ensure that the court has the opportunity to promptly make such a determination.”

See the full press release from Telenor

On 31 July 2012 FAS announced during a press conference in Moscow that they were working on a proposal aimed at solving the dispute out of court, a proposal they said would be communicated to Telenor within a couple of weeks.

On 15 August 2012 Altimo announced that they had acquired 305 million common shares from Weather/Sawiris, thereby increasing their voting stake to 40.5 per cent. When the shares Telenor consider to be parked with Bertofan are counted in, Altimo controls 46.5 percent of the voting rights.

See the full press release from Altimo

The next day, 16 August 2012, Telenor issued a stock exchange notice to the Oslo Stock Exchange notifying that Weather/Sawiris was exercising its option to sell 71 million VimpelCom preferred shares to Telenor for a price of USD 113,600,000. After completion of the transaction, Telenor’s voting stake would increase to 42.95 per cent.

See the stock Exchange notice in full here

On Friday 14 September, the Russian Bailiff came to the office of Telenor Russia accompanied with 15 masked and armed policemen to deliver a notice regarding Telenor’s Norwegian company Telenor East Holding II AS, which is the company that holds Telenor’s shares in VimpelCom Ltd.
The notice was simply a request for further information regarding exercise of the options under the option agreement between Telenor and Weather/Naguib Sawiris. Telenor was given until the end of September to respond. Telenor strongly resented the highly unnecessary use of armed police.

On Monday 24 September the Moscow Arbitrazh (Business) Court turned down Telenor’s appeal to lift the injunction imposed on 25 April, which purports to bar Telenor and Weather from exercising any rights under the option agreement they had entered into on 15 February 2012.
The 25 April injunction also purports to prohibit VimpelCom Ltd. from voting their shares at the Annual General Meeting of shareholders in OJSC VimpelCom, and Telenor and Weather from changing the composition of the VimpelCom Ltd. Supervisory Board.

On Monday 1 October 2012 Telenor announced that it had honoured its obligation to take delivery of 71,000,000 VimpelCom Ltd. preferred shares from Weather Investments for USD 113,600,000 in connection with Weather’s 15 August exercise of its put option covering such shares. Following this transaction, Telenor now owns 42.95 % of VimpelCom Ltd.’s voting shares.
At the same time Telenor proposed that Altimo and Telenor offer to buy the close to six per cent stake of preferred shares in VimpelCom Ltd. held by Bertofan Investments Limited for a full and fair price, and in such proportions as will secure equal ownership positions for Altimo and Telenor after such transaction.

See the full press release

Later the same day VimpelCom Ltd issued a press release stating that its Nominating and Corporate Governance Committee had decided to delay the registration of the requested transfer of 71,000,000 convertible preferred shares from Weather Investments to Telenor until the order issued by the Moscow Arbitration Court prohibiting such transfer ceases to have effect.

See the full press release

Only two days later, on Wednesday 3 October, media reported that the FAS head, Igor Artemyev, expressed support to Telenor’s parity proposal and said he would work to postpone the 17th October court hearing.

See e.g. Reuters

Then, on the 17th October, the Moscow Arbitrazh (Business) Court decided to set 27 November as a new date for the court hearing.

Two days later, on 19th October, Telenor took out a lawsuit in Bermuda to contest the VimpelCom Ltd. decision not to register our latest share acquisition from Weather.

FAS says will withdraw lawsuit

In a filing with the SEC on 30 October Altimo announced that they had agreed to buy back the six per cent stake in VimpelCom Ltd. being held by Bertofan, thereby increasing their voting stake to 47.85 per cent. Subsequently, FAS on 23 November announced that they had decided to withdraw the lawsuit against Telenor.

VimpelCom AGM and list of Board candidates announced 

VimpelCom finally, on 9 November, decided to set 21 December 2012 as date for its Annual General Meeting and announced the list of candidates for its new Board of Directors to be elected at the AGM.

See candidate list in press release from VimpelCom Ltd.

Transactions approved, lawsuit cancelled

The 27 November Court hearing in Moscow was without any reason given postponed until Friday 30 November. In the meantime, on Wednesday 28 November, the Commission on Foreign Investments, headed by Prime Minister Medvedev, said they had decided to approve all of the share transactions by Telenor earlier being contested by FAS.
This was announced by Russian media, like RiaNovosti.
Then, finally, on Friday 30 November, the Moscow Arbitrazh court cancelled the lawsuit that FAS asked to be withdrawn, as well as all the injunctions connected to the lawsuit.

Dividend pay-out

As a result, the Supervisory Board of VimpelComn Ltd. could convene on Monday 17 December and decide on dividend pay-outs for the full year 2011 as well as an interim payment for 2012, totaling 1.3 billion USD. For Telenor that meant a total payment before tax of 464 million USD or approx.. 2.6 billion NOK.

See the full press release from VimpelCom Ltd.

AGM

The announced Annual General Meeting of shareholders was held in Amsterdam on Friday 21 December 2012 and elected a new Supervisory Board with 4 Altimo, 3 Telenor and 2 Independent nominated members.

The nine members of the Supervisory Board are: Jon Fredrik Baksaas, Andrei Baranov, Mikhail Fridman, Kjell Morten Johnsen, Alexey Reznikovich, Ole Bjorn Sjulstad, Sergei Tesliuk and independent directors: Dr. Hans-Peter Kohlhammer and Leonid Novoselsky.

The Board elected Alexey Reznikovich as their Chairman

See the full press release from VimpelCom Ltd.

Telenor also made the following statement at the AGM:

“As a long-term strategic investor in VimpelCom Ltd., the Telenor Group expects VimpelCom Ltd. to follow international anti-corruption legislation and secure adherence through internal implementation, as well as contribute to transparency by making public the identity of business partners and co-investors. Further the Telenor Group encourages VimpelCom Ltd. to respect human rights, as set out in the UN Guiding Principles for Business and Human Rights and the OECD Guidelines for Multinational Enterprises. The Telenor Group suggests that VimpelCom Ltd. participates in the UN Global Compact and reports annually through the Communication of Progress, as well as report according to the Global Reporting Initiative.”

VimpelCom responded by confirming that it has, and will continue to, abide by international anti-corruption laws and conduct its business in a transparent manner. VimpelCom also reaffirmed its commitment to protecting human rights and welcomed continuing a dialogue with Telenor on this topic.

Share conversion by Altimo

On Monday 24 December 2012 Altimo notified VimpelCom Ltd. that they on 16 April 2013 intend to convert 128,532,000 Convertible Preferred Shares owned by Altimo into Common Shares at a ratio of one Convertible Preferred Share for one Common Share. As a result their economic stake will increase from 52.7 per cent to 56.2 per cent. The voting stake of 47.9 per cent will not change. VimpelCom Ltd. will receive approximately USD 1.4 billion for the conversion.

See the full press release from VimpelCom Ltd.

2013 – Dividend pay-out and a new Supervisory Board

On 16 April 2013 Altimo did as notified on 24 December 2012 and converted the preference shares into ordinary shares for a total of 1.4 billion USD. As a result the economic stake went up from 52.7 % to 56.2 %. The voting stake remained unchanged: 47.9 %. Telenor’s economic stake was diluted to 33.0 % while the voting stake remained unchanged: 43 %. After the conversion, minority shareholders hold a total economic stake of 10.8 % and a voting stake of 9.2 %.

See the full press release from VimpelCom Ltd.

Telenor receives 5.2 bln NOK in dividends

The Supervisory Board of VimpelCom Ltd. On 16 April 2013 authorized final and extraordinary dividends for 2012. In total, Telenor will receive 5.2 billion NOK in dividends for 2012 when interim and extraordinary dividends are included.

See the full press release from VimpelCom Ltd.

New 9-member Supervisory Board 

At the AGM of VimpelCom Ltd. in Amsterdam on 24 April 2013, a new Supervisory Board was elected. The Board from this date consists of: Jon Fredrik Baksaas, Andrei Baranov, Mikhail Fridman, Kjell Morten Johnsen, AlexeyReznikovich, Ole Bjorn Sjulstad, Sergei Tesliuk and independent directors: Dr. Hans-Peter Kohlhammer and Leonid Novoselsky.

Chairman of the Board is Alexey Reznikovich.

See the full press release from VimpelCom Ltd.

UN Global Compact member

VimpelCom announced on 28 May 2013 that the Company has joined the United Nations Global Compact (ref the 21 December 2013 note).

See the full press release from VimpelCom Ltd.

VimpelCom to transfer to NASDAQ  

On 7 August 2013 VimpelCom Ltd. announced that its Supervisory Board has approved the transfer of the listing of its American Depositary Shares (“ADSs”) to the NASDAQ Global Select Market. VimpelCom will concurrently delist its ADSs from the New York Stock Exchange. VimpelCom expects to commence trading on The NASDAQ Stock Market on 10 September 2013.

http://www.vimpelcom.com/Media-center/Press-releases/2013/VimpelCom-to-transfer-to-NASDAQ/

VimpelCom begins trading on NASDAQ

On 10 September 2013 VimpelCom Ltd. American Depositary Shares (“ADSs”) began trading on the NASDAQ Global Select Market under the ticker symbol “VIP”.

http://www.vimpelcom.com/Media-center/Press-releases/2013/VimpelCom-Begins-Trading-on-NASDAQ-and-Hosts-Opening-Bell-Ceremony/

VimpelCom announced new dividend policy

On 28 January 2014 VimpelCom Ltd. provided an update on strategy and targets for 2014 at an Analyst and Investor Conference. The company announced a new dividend policy to support deleveraging and investment in future growth.

http://www.vimpelcom.com/Media-center/Press-releases/2014/VimpelCom-provides-update-on-strategy-and-targets-for-2014–at-Analyst-and-Investor-Conference–Announces-new-dividend-policy-to-support-deleveraging-and-investment-in-future-growth/

VimpelCom announced investigations

On 12 March 2014 VimpelCom Ltd. announced that on 11 March 2014, the company received from the staff of the United States Securities and Exchange Commission a letter stating that they are conducting an investigation related to VimpelCom and are requesting documents.   Additionally, on 11 March 2014 the company’s headquarters in Amsterdam was visited by representatives of the Dutch authorities, including the Dutch public prosecutor office, who obtained documents and informed the company that it was the focus of a criminal investigation in the Netherlands.  The investigations appear to pertain to the company’s operations in Uzbekistan.  The company intends to fully cooperate with these investigations.

http://www.vimpelcom.com/Media-center/Press-releases/2014/VimpelCom-Announces-Investigations/

6-K: Investigation of VimpelCom

On 18 March 2014 VimpelCom Ltd. announced that in addition to the previously disclosed investigations by the U.S. Securities and Exchange Commission and the Dutch public prosecutor office, the company has been notified that it is also the focus of an investigation by the United States Department of Justice.  This investigation also appears to be concerned with the company’s operations in Uzbekistan. The Company intends to continue to fully cooperate with these investigations.

http://www.vimpelcom.com/Media-center/Press-releases/2014/6-K-Investigation-of-VimpelCom/

New 9th member Supervisory Board

At the AGM of VimpelCom in Amsterdam on 28 July 2014 a new Supervisory Board was elected. The Board from this date consists of: Jon Fredrik Baksaas, Mikhail Fridman, Andrei Gusev, Sir Julian Horn-Smith, Kjell Morten Johnsen, Leonid Novoselsky, Alexey Reznikovich, Ole Bjorn Sjulstad and Trond Ø Westlie.

The chairman of the Board is Alexey Reznikovich.

http://www.vimpelcom.com/Media-center/Press-releases/2014/VimpelCom-shareholders-elect-Supervisory-Board/

Telenor received US$20.3 million in dividends

On 12 November 2014 the Supervisory Board of VimpelCom Ltd. authorized the payment of dividends. Telenor received US$ 20.3 million in dividends.

http://www.vimpelcom.com/Media-center/Press-releases/2014/-VimpelCom-to-pay-US-35-cents-dividend-per-ADS/

Jon Fredrik Baksaas steps down

On 8 December 2014 the President and CEO of Telenor Group, Jon Fredrik Baksaas, informed VimpelCom Ltd. that he is stepping down from the Supervisory Board of the company within immediate effect. This decision was taken in alignment with the Board of Directors of Telenor. Mr. Baksaas has appointed Kjell Morten Johnsen to act as his alternate on the Supervisory Board with authority to exercise his vote.

https://www.telenor.com/media/press-releases/2014/telenor-ceo-withdraws-from-vimpelcom-supervisory-board/

VimpelCom appointed Morten Karlsen Sørby as new Director

On 24 February 2015 VimpelCom Ltd. approved the appointment of Morten Karlsen Sørby as a member of the Company’s Supervisory Board.  Mr. Karlsen Sørby replaced Jon Fredrik Baksaas. Mr. Baksaas previously appointed Kjell Morten Johnsen to act as his alternate on the Supervisory Board with authority to exercise his vote.

http://www.vimpelcom.com/Media-center/Press-releases/2015/VimpelCom-appoints-Morten-Karlsen-Sorby-as-new-Director/

VimpelCom CEO to step down, new CEO appointed

On 13 March 2015 VimpelCom Ltd. announced that their Group CEO, Jo Lunder, has decided to resign from his position in effect from 13 April 2015. The Supervisory Board of VimpelCom is pleased to announce the appointment of Jean-Yves Charlier as its new Group Chief Executive Officer.

http://www.vimpelcom.com/Media-center/Press-releases/2015/VimpelCom-CEO-to-step-down-new-CEO-appointed/

New 9thmember Supervisory Board

At the AGM of VimpelCom in Amsterdam 19 June 2015 a new 9-member Supervisory Board was elected. The Board from this date consists of: Mikhail Fridman, Gennady Gazin, Andrei Gusev, Gunnar Holt, Sir Julian Horn-Smith, Nils Katla, Alexey Reznikovich, Morten Karlsen Sørby and Trond Ø Westlie.

The chairman of the Board is Alexey Reznikovich.

http://www.vimpelcom.com/Media-center/Press-releases/2015/VimpelCom-shareholders-elect-Supervisory-Board/

Telenor announced intention to divest shares in VimpelCom Ltd. 

On 5 October 2015 Telenor Group announced its intention to divest all its shares in VimpelCom Ltd., where the company has an economic stake of 33 per cent. Telenor Group will now fully focus on creating value in its core operations.

https://www.telenor.com/media/press-releases/2015/telenor-group-announces-intention-to-divest-shares-in-vimpelcom-ltd/

 

VimpelCom makes a provision in connection with ongoing investigations

On 3 November 2015 VimpelCom Ltd., based on its ongoing assessment of the investigation during the third quarter of 2015, announced that the company will make a provision in the amount of US$900 million in its third quarter financial statements.

http://www.vimpelcom.com/Media-center/Press-releases/2015/VimpelCom-makes-provision-in-connection-with-ongoing-investigations/

Telenor will receive US$20.3 million in dividends

The Supervisory Board of VimpelCom Ltd. on 6 November 2015 authorized the payment of dividends. Telenor will receive US$ 20.3 million in dividends.

http://www.vimpelcom.com/Media-center/Press-releases/2015/VimpelCom-to-pay-US-35-cents-dividend-per-ADS-/