SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 47)*
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)
Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
47-97-77-8806
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 2008
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter O’Driscoll
Orrick, Herrington & Sutcliffe
Tower 42, Level 35
25 Old Broad Street
London EC2N 1HQ
England
44-20-7562-5000
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 §§ 240.13d-1(e)
or 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 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 disclosures provided in a prior cover page.
The information required on the remainder of this “cover page” shall not be deemed “filed” for
the purpose of Section 18 of the Securities Exchange of 1934 (the “Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
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| CUSIP No. 68370R 10 9 |
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1. |
Name of Reporting Person:
Telenor East Invest AS |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
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(b) |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
WC |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o
N/A |
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6. |
Citizenship or Place of Organization:
Norway |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting Power:
17,254,579(1)
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| 8. | Shared Voting Power:
-0- |
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| 9. | Sole Dispositive
Power:
17,254,579(1)
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| 10. | Shared Dispositive Power:
-0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person:
17,254,579(1) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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13. | Percent of Class
Represented by Amount in Row (11):
33.6% of the outstanding Common
Stock (29.9% of the outstanding voting capital stock) |
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14. | Type of Reporting Person (See Instructions):
CO |
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(1)1,916,725
of such shares are represented by 38,334,500 American Depositary
Receipts.
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| CUSIP No. 68370R 10 9 |
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1. |
Name of Reporting Person:
Telenor Mobile Holding AS |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
N/A |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o
N/A |
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6. |
Citizenship or Place of Organization:
Norway |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting Power:
17,254,579(2)
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| 8. | Shared Voting Power:
-0- |
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| 9. | Sole Dispositive
Power:
17,254,579(2)
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| 10. | Shared Dispositive Power:
-0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person:
17,254,579(2)
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o |
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13. | Percent of Class
Represented by Amount in Row (11):
33.6% of the outstanding
Common Stock (29.9% of the outstanding voting capital stock) |
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14. | Type of Reporting Person (See Instructions):
CO |
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(2)1,916,725
of such shares are represented by 38,334,500 American Depositary
Receipts. The
Reporting Person disclaims beneficial ownership of all shares and
American Depositary Receipts.
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| CUSIP No. 68370R 10 9 |
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1. |
Name of Reporting Person:
Telenor ASA |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
WC |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o
N/A |
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6. |
Citizenship or Place of Organization:
Norway |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting Power:
17,254,579(3) |
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| 8. | Shared Voting Power:
-0- |
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| 9. | Sole Dispositive
Power:
17,254,579(3) |
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| 10. | Shared Dispositive Power:
-0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person:
17,254,579(3) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o |
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13. | Percent of Class
Represented by Amount in Row (11):
33.6% of the outstanding
Common Stock (29.9% of the outstanding voting capital stock) |
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14. | Type of Reporting Person (See Instructions):
CO |
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(3)1,916,725
of such shares are represented by 38,334,500 American Depositary
Receipts. The
Reporting Person disclaims beneficial ownership of all shares and
American Depositary Receipts.
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 jointly filed by Telenor East Invest AS, Telenor Mobile
Holding AS and Telenor ASA (as amended by Amendment Nos. 1 through 46, the “Statement”), is hereby
amended and supplemented with respect to the items set forth below.
Except as provided herein, this Amendment does not modify any of the information previously
reported in the Statement.
Item 2. Identity and Background
This amendment to the Statement on Schedule 13D is being jointly filed by Telenor East Invest
AS, Telenor Mobile Holding AS and Telenor ASA (collectively, the “Reporting Persons”).
TELENOR EAST INVEST AS
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(a) |
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Telenor East Invest AS, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N — 1331 Fornebu
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, business
address and present principal occupation of each of the directors and executive officers of Telenor
East Invest AS. Except as otherwise indicated, the business address of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331
Fornebu, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Jan
Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of Telenor
ASA and Head of Telenor in Eastern & Central Europe |
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Ragnar
Korsaeth
(Oslo, Norway)
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Norway
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Executive Vice President of Telenor ASA
and Head of Global Coordination; and Chief Operating Officer of Telenor Mobile Communications AS |
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Bjørn
Hogstad
(Oslo, Norway)
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Norway
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Attorney, Advokatene i Telenor |
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EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Kenneth Bolsoy
(Oslo, Norway)
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Norway
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Financial Controller, 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 MOBILE HOLDING AS
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(a) |
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Telenor Mobile Holding AS, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N — 1331 Fornebu
Norway |
(c) Telenor Mobile Holding AS is engaged principally in the development of and investment in
the field of telecommunications through direct and indirect ownership of companies and entering
into agreements relating to telecommunications.
(d) During the last five years, Telenor Mobile Holding AS has not been convicted in a criminal
proceeding.
(e) During the last five years, Telenor Mobile Holding AS was not a party to a civil
proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding 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 MOBILE HOLDING AS
(f) (a), (b), (c) and (f) The following information sets forth the name, citizenship, business
address and present principal occupation of each of the directors and executive officers of Telenor
Mobile Holding AS. The address of the directors and executive officers is Telenor Mobile Holding
AS, c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.
DIRECTORS OF TELENOR MOBILE HOLDING AS
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA and
Chairman of the Board of
Telenor Mobile Holding AS |
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Trond
Westlie
(Bærum, Norway)
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Norway
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Executive Vice
President and Chief Financial
Officer of Telenor ASA |
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Jan Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor in Eastern & Central Europe |
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Berit Svendsen
(Oslo, Norway)
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Norway
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Executive Vice President of
Telenor ASA |
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Morten Fallstein
(Oslo, Norway)
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Norway
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Employee Representative |
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Tore Haugland
(Bergen, Norway)
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Norway
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Employee Representative |
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Arnhild Londal
(Oslo, Norway)
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Norway
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Employee Representative |
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Kirsten Dalholt
(Oslo, Norway)
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Norway
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Senior Advisor of Telenor ASA
Nordic Division |
EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Arve Johansen
(Oslo, Norway)
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Norway
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Senior Executive Vice President
of Telenor ASA and Head of Telenor in Asia; and Chief Executive Officer of
Telenor Mobile Holding AS |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA and
Chairman of the Board of
Telenor Mobile Holding AS |
(d) During the last five years, none of the above executive officers and directors of Telenor
Mobile Holding AS has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor
Mobile Holding 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
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(a) |
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Telenor ASA, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N — 1331 Fornebu
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, business
address and present principal occupation of each of the directors and executive officers of Telenor
ASA. Except as otherwise indicated, the business address of each of such persons is c/o Telenor
ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.
DIRECTORS OF TELENOR ASA
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Harald Norvik
(Nesoddangen, Norway)
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Norway
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Strategic Advisor at Econ Pöyry; Chairman
of the Boards of H.Aschehoug & Co and Midelfart Sonesson ASA; Member of the Boards of ConocoPhillips Company and
Petroleum Geo-Services ASA; and Chairman of the Board of Telenor ASA |
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Bjørg Ven
(Oslo, Norway)
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Norway
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Partner, Haavind Vislie Law Firm;
Deputy Chairman of the Board of
Telenor ASA; and Member of the
Boards of Orkla ASA and Vital
Insurance AS |
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Kjersti Kleven
(Ulsteinvik, Norway)
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Norway
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Joint-owner of John Kleven AS |
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Olav Volldal
(Kongsberg, Norway)
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Norway
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Chief Executive Officer of
Kongsberg Automotive Holding ASA; and Member of the Boards of
Elopak AS, Cappelen Holding and NCE Kongsberg |
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John Giverholt
(Asker, Norway)
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Norway
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Chief Financial Officer of Ferd AS |
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Paul Bergqvist
(Vikbol, Sweden)
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Sweden
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Chairman of the Boards of Carlsberg
Sweden, East Capital AD and Bryggareforeningen |
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Liselott Kilaas
(Oslo, Norway)
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Norway
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Managing Director of Aleris ASA;
and Member of the Boards of the Central Bank of Norway, IM Skaugen AS
and Adresseavisen |
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Bjørn
Andre Anderssen
(Gol, Norway)
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Norway
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Employee Representative |
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Harald Stavn
(Kongsberg, Norway)
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Norway
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Employee Representative |
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May
Krosby
(Hagan, Norway)
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Norway
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Employee Representative |
EXECUTIVE OFFICERS OF TELENOR ASA
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| Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA and
Chairman of the Board of
Telenor Mobile Holding AS |
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Arve Johansen
(Oslo, Norway)
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Norway
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Senior Executive Vice President
of Telenor ASA and Head of Telenor in Asia; and Chief Executive Officer of
Telenor Mobile Holding AS |
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Trond
Westlie
(Bærum, Norway)
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Norway
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Executive Vice President
and Chief Financial Officer of
Telenor ASA |
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Jan Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor in Eastern & Central Europe |
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Stig Eide Sivertsen
(Oslo, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor Broadcast; Chief Executive
Officer of Telenor Broadband
Services AS; and Chairman of
the Board of Canal Digital AS |
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Morten
Karlsen Sørby
(Hammaro, Sweden)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor in the Nordic Region; and Head of
Norwegian Market of Telenor ASA |
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Ragnar
Korsaeth
(Oslo, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Global Coordination; and Chief Operating
Officer of Telenor Mobile Communications AS |
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Bjørn
Magnus Kopperud
(Drammen, Norway)
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Norway
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Executive Vice President and Head
of Human Resources of
Telenor ASA |
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Hilde
Tonne
(Oslo, Norway)
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Norway
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Executive Vice President and Head
of Group Communications of Telenor ASA |
(d) During the last five years, none of the above executive officers and
directors of Telenor ASA has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor
ASA 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.
Item 4. Purpose of the Transaction
On
May 19, 2008, Telenor ASA sent a letter to VimpelCom’s
shareholders, a copy of which
is attached hereto as Exhibit 99.1 (the “May 19 Letter to
VimpelCom’s Shareholders”), accompanied by a proxy card, a copy of which is attached hereto as Exhibit
99.2.
The Reporting Persons may, from time to time, and reserve the right to, change their plans or
intentions and to take any and all actions that they deem appropriate to maximize the value of
their investment in VimpelCom. In order to maximize the value of their investment in VimpelCom,
the Reporting Persons may, from time to time, consider, evaluate or propose various possible
transactions involving VimpelCom or its subsidiaries or affiliates, which could include, among
other things:
(i) the possible acquisition of additional securities of VimpelCom from time to
time in the open market, in privately negotiated transactions or otherwise, including,
without limitation, through entry into and exercise of call options or other
derivative transactions;
(ii) the possible acquisition or disposition of debt securities or other debt
instruments of third parties, in each case, that are secured by, convertible into or
exchangeable for securities of VimpelCom, and the enforcement of any such security
interest or the exercise of any such exchange or conversion right;
(iii) the possible disposition or exchange of any securities of VimpelCom owned by
them, including the possible disposition of all of the shares of Common Stock of
VimpelCom owned by them;
(iv) possible extraordinary corporate transactions (such as a merger,
consolidation, reorganization or restructuring) involving VimpelCom or any of its
subsidiaries, including with other telecommunication companies which may be affiliated
with the Reporting Persons;
(v) in
addition to the proposed transaction concerning Closed Joint Stock
Company “Kyivstar G.S.M.” previously described in the
Statement, the possible acquisition by VimpelCom or its subsidiaries of assets or
interests in one or more telecommunication companies, including other
telecommunication companies which may be affiliated with the Reporting Persons, or the
possible sale of assets or operations by VimpelCom or its subsidiaries;
(vi) making or seeking to make changes in or affecting the Board of Directors or
management of VimpelCom;
(vii) in
addition to the litigation and arbitration proceedings
previously described in the Statement, possible
litigation or arbitration involving VimpelCom, its Board of Directors and/or its
management and/or one or more of Eco Telecom Limited, Eco Holdings
Limited, CTF Holdings
Limited, Alfa Telecom Limited and their respective affiliates;
(viii) in
addition to the Swap Transaction previously described in the Statement, entering into and unwinding derivative transactions with respect to the securities
of VimpelCom; or
(ix) in
addition to the May 19 Letter to VimpelCom’s
Shareholders, soliciting the votes of VimpelCom’s shareholders in relation to any annual or
extraordinary general meeting of shareholders of VimpelCom.
The Reporting Persons may also, from time to time, formulate other plans or proposals
regarding VimpelCom or its securities to the extent deemed advisable in light of market conditions,
subsequent developments affecting VimpelCom, the general business and future prospects of
VimpelCom, tax considerations, or other factors.
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
In addition to the
Swap Transaction previously described in the Statement,
the Reporting Persons may, from time to time, enter into and unwind cash settled equity swap
or other similar derivative transactions with respect to the securities of VimpelCom, which
transactions may be significant in amount. These arrangements do not and will not give the
Reporting Persons voting or investment control over the securities of VimpelCom to which these
transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any
such securities.
Except as provided in the documents described in the Statement on Schedule 13D and Amendments
Nos. 1 through 47 hereto (inclusive), or as set forth herein, neither Telenor East Invest, Telenor Mobile Holding AS
or Telenor ASA, nor to the best of Telenor East Invest’s, Telenor Mobile Holding AS’s or Telenor
ASA’s knowledge, any 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 arrangement, puts or calls, guarantees of profits, division of profits or losses, or
the giving or withholding of proxies.
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| Item 7. |
Material to be Filed as Exhibits |
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| 99.1. |
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Letter dated May 19, 2008 from Telenor ASA addressed to VimpelCom Shareholders
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| 99.2. |
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Form of Proxy Card
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SIGNATURES
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:
May 20, 2008
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TELENOR EAST INVEST AS
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By |
/s/ Bjørn Hogstad |
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Name: |
Bjørn Hogstad |
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Title: |
Attorney-in-fact |
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TELENOR MOBILE HOLDING AS
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By |
/s/ Bjørn Hogstad
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Name: |
Bjørn Hogstad |
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Title: |
Attorney-in-fact |
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TELENOR ASA
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By |
/s/ Bjørn Hogstad |
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Name: |
Bjørn Hogstad |
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Title: |
Attorney-in-fact |
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