UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
Franz Wolf
Suite 2
4 Irish Place
Gibraltar
(350) 41977
----------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2002
------------
(Date of Event which Requires Filing
of this Statement)
With a Copy to:
Pavel Kulikov
OOO Alfa-Eco
21 Novy Arbat
119992 Moscow
Russian Federation
(7-095) 202 8364
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
Introductory Statement
This Amendment Number 3 (the "Amendment") to the Statement on Schedule 13D
relates to the common stock (the "Common Stock"), 0.005 rubles nominal value, of
Open Joint Stock Company "Vimpel-Communications" ("VimpelCom"), a Russian open
joint stock company. The Statement on Schedule 13D as previously filed jointly
by Eco Telecom Limited ("Eco Telecom"), Eco Holdings Limited ("Eco Holdings"),
CTF Holdings Limited ("CTF Holdings") and Crown Finance Foundation ("Crown
Finance", and, together with Eco Telecom, Eco Holdings and CTF Holdings, the
"Reporting Persons") on June 11, 2001, as amended and supplemented by Amendment
Number 1 to the Statement on Schedule 13D filed on December 18, 2001 and as
further amended and supplemented by Amendment Number 2 ("Amendment 2") to the
Statement on Schedule 13D filed on February 11, 2002 (as amended, the
"Statement"), is hereby amended and supplemented with respect to the items set
forth below.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented as follows:
As reported in Amendment 2, Grand Financial Holding S.A. (a Luxembourg
company with its principal business address at Boulevard Royal 11, Luxembourg L-
2449, its principal business being to function as a holding company), Grand
Financial Group Ltd. (a British Virgin Islands company with its principal
business address at Mitteldorf 1, P.O. Box 838, FL-9490 Vaduz, Principality of
Liechtenstein, its principal business being to function as a holding company),
Continental Holding Foundation (a Liechtenstein foundation with its principal
business address at Mitteldorf 1, P.O. Box 838, FL-9490 Vaduz, Principality of
Liechtenstein, its principal business being investment and the management of the
assets and capital of the foundation for the benefit of Gleb Fetisov), and Gleb
Fetisov (a Russian citizen and Member of the Russian Federation Council whose
business address is Pozharsky per., 11-6, Moscow, Russia, who is the sole
beneficiary of Continental Holding Foundation) may be deemed to have acquired,
upon entry into the Shareholders' Agreement, shared power to direct the voting
and disposition of the Common Stock and 6,426,600 shares of VimpelCom Preferred
Stock held for the account of Eco Telecom.
Item 2 is further amended by replacing the penultimate paragraph of the
response to Item 2 contained in Amendment 2 with the following:
Current information concerning Gleb Fetisov and the identity and background
of the directors and officers of Eco Telecom, Eco Holdings, CTF Holdings, and
Crown Finance is set forth in Annex A hereto, which is incorporated by reference
in response to this Item 2. In addition, current information regarding the
identity and background of the members of the Supervisory Board of Alfa Group
Consortium (as described in the Statement) and the Eco Holdings Supervisory
Board is set forth in Annex A hereto, which is incorporated by reference in
response to this Item 2.
During the past five years, none of the Reporting Persons and, to the best
of the Reporting Persons' knowledge, no other person identified in response to
this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to
any civil proceeding as a result of which it or he has been 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.
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Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by the
information set forth in response to Item 6 herein, which is incorporated by
reference in response to this Item 4.
Item 5. Interest in Securities of the Issuer
(c) Except for the transactions described in this Amendment, to the best
of the Reporting Persons' knowledge, there have been no transactions effected
with respect to the shares of Common Stock during the past 60 days by any of the
persons named in response to Item 2.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Certain Amendments to Transaction Documents
Amendment No. 1 to the VimpelCom-Region Primary Agreement
---------------------------------------------------------
On November 5, 2001, Eco Telecom completed the purchase of newly-issued
shares of the Common Stock for US$103 million. VimpelCom contributed the US$103
million received from Eco Telecom (together with an additional US$15.8 million
of its own funds) as equity to Open Joint Stock Company "VimpelCom-Region"
("VimpelCom-Region"). Under the terms of the transaction documents described in
the Statement, VimpelCom-Region will raise up to US$337 million (if Telenor East
Invest AS ("Telenor") and VimpelCom exercise the options described in the
Statement and below). The US$103 million contributed by VimpelCom represented
the first tranche of this investment. Approximately US$117 million will be
raised directly by VimpelCom-Region through two capital increases to be
subscribed by Eco Telecom in November 2002 and November 2003, subject to
extension in certain cases, for a total investment of up to US$220 million.
Under the transaction documents (prior to the amendments described below),
VimpelCom and Telenor had options, either collectively or individually, to
invest up to an aggregate of US$117 million directly in VimpelCom-Region
simultaneously with Eco Telecom's second and third investment tranches. If
VimpelCom and Telenor exercised these options in full, each would have invested
US$58.5 million in VimpelCom-Region. If either did not exercise its respective
options in full or at all, any unexercised options may have been exercised by
the other company.
On December 3, 2001, as contemplated by the transaction documents described
in the Statement, VimpelCom-Region sold to Eco Telecom newly-issued shares of
Type-A convertible voting preferred stock of VimpelCom-Region and one share of
common stock of VimpelCom-Region for a purchase price of approximately
US$40,000, resulting in Eco Telecom owning 25% plus one share of the outstanding
voting capital stock of VimpelCom-Region as of December 3, 2001. Pursuant to
Amendment No. 1 to the VimpelCom-Region Primary Agreement (as defined below),
after the closing of Eco Telecom's second tranche investment in VimpelCom-Region
scheduled for November 2002, the preferred stock will be redistributed among Eco
Telecom, Telenor and VimpelCom so that each will own the same percentage of the
voting capital stock of VimpelCom-Region that it would have owned if (i) its
investments in VimpelCom-Region at the second closing had been applied to
purchase common stock of VimpelCom-Region at a price per share of US$40,000 and
(ii)
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VimpelCom-Region repurchased from Eco Telecom and cancelled all the shares of
VimpelCom-Region preferred stock owned by Eco Telecom. After the closing of Eco
Telecom's third tranche investment in VimpelCom-Region scheduled for November
2003, the preferred stock will again be redistributed among Eco Telecom, Telenor
and VimpelCom so that each will own the same percentage of the voting capital
stock of VimpelCom-Region that it would have owned if (i) its investments in
VimpelCom-Region at the third closing had been applied to purchase common stock
of VimpelCom-Region at a price per share of US$40,000 and (ii) VimpelCom-Region
repurchased from Eco Telecom and cancelled such number of shares of preferred
stock owned by Eco Telecom to the extent necessary for Eco Telecom to own at
least 25% plus 1 share of the issued and outstanding voting capital stock of
VimpelCom-Region (subject to certain adjustments in the event that Eco Telecom
defaults on its obligations pursuant to the transaction documents).
On May 15, 2002, VimpelCom, VimpelCom-Region, Eco Telecom and Telenor
entered into Amendment No. 1 to the VimpelCom-Region Primary Agreement (defined
as the "VIP-R Primary Agreement" in the Statement and referred to hereinafter as
the "VimpelCom-Region Primary Agreement"). Amendment No. 1 to the VimpelCom-
Region Primary Agreement provides that Telenor's option to invest US$29.5
million in VimpelCom-Region in November 2002 has been combined with its option
to invest US$29.5 million in VimpelCom-Region in November 2003. After giving
effect to Amendment No. 1 to the VimpelCom-Region Primary Agreement, Telenor now
has a single option to invest US$58.5 million in VimpelCom-Region in November
2002 (subject to extension in certain cases). Such option cannot be exercised
in part. Amendment No. 1 to the VimpelCom-Region Primary Agreement also
requires VimpelCom to exercise its option to purchase newly-issued shares of
common stock of VimpelCom-Region in November 2002 (subject to extension in
certain cases) for an aggregate purchase price of the ruble equivalent of either
(a) US$58.5 million if Telenor exercises its option to purchase newly-issued
shares of VimpelCom-Region for a purchase price of US$58.5 million or (b) US$117
million if Telenor does not exercise its option to purchase newly-issued shares
of VimpelCom-Region. Eco Telecom will invest in VimpelCom-Region US$58.5
million in November 2002 and US$58.5 million in November 2003, subject to
extension in certain cases, as required under the terms of the VimpelCom-Region
Primary Agreement, unless it chooses to accelerate all or a part of the amount
it is required to invest in November 2003.
The description of Amendment No. 1 to the VimpelCom-Region Primary
Agreement contained in this Item 6 is qualified in its entirety by reference to
the complete text of Amendment No. 1 to the VimpelCom-Region Primary Agreement
filed as an Exhibit hereto.
Amendment No. 1 to the VimpelCom-Region Shareholders Agreement
--------------------------------------------------------------
On May 15, 2002, VimpelCom, VimpelCom-Region, Eco Telecom and Telenor
entered into Amendment No. 1 to the VimpelCom-Region Shareholders Agreement
(defined in the Statement as the "VIP-R Shareholders Agreement" and hereinafter
referred to as the "VimpelCom-Region Shareholders Agreement"). Amendment No. 1
to the VimpelCom-Region Shareholders Agreement provides that if external
financing is not obtained by February 2005 in order to meet VimpelCom-Region's
five-year funding plan, VimpelCom-Region will give each of its shareholders the
right to contribute to its capital on a pro rata basis in an amount necessary to
make up the funding shortfall. However, if any shareholder does not exercise
its right to make such a contribution, the other shareholders would have the
right to contribute on a pro rata basis all or a portion of such shareholder's
contribution. As part of Amendment No. 1, the shareholders of VimpelCom-Region
also agreed to vote in
4
favor of and take all actions necessary to effect the issuance of shares in
connection with any such share issuance.
In addition, the parties agreed on certain additional terms relating to a
proposed business combination of VimpelCom and VimpelCom-Region, including that
the review of such a combination may be initiated by any shareholder of
VimpelCom-Region that owns at least twenty-five percent (25%) plus one share of
VimpelCom-Region's voting shares (with respect to Eco Telecom, so long as it has
not failed to pay the purchase price for the shares of VimpelCom-Region at the
second or third closings). Such a review must be initiated prior to November 5,
2007 and may be initiated at any time after the third closing of Eco Telecom's
investment in VimpelCom-Region, provided that VimpelCom-Region has the same or a
greater number of subscribers as VimpelCom's Moscow operations. In the event
such a business combination review is initiated, VimpelCom is required to
negotiate in good faith with VimpelCom-Region to determine the structure and
terms and conditions of the business combination. To consummate any such
business combination, VimpelCom is also required to obtain a fairness opinion
from an international investment bank selected in accordance with the procedures
set forth in the VimpelCom-Region Shareholders Agreement, as amended. If (i) the
international investment bank determines that certain parameters are satisfied
with respect to the fair market value of the equity of VimpelCom as it relates
to the fair market value of the equity of VimpelCom-Region, (ii) the ratio of
the number of subscribers of VimpelCom's Moscow operations to the number of
subscribers of VimpelCom-Region is between 1:1 and 1:1.2, and (iii) VimpelCom
and VimpelCom-Region have negotiated the structure and terms of the business
combination, then the parties are required to take the following actions in
furtherance of a business combination: (a) subject to relevant fiduciary duties
and obtaining shareholder, regulatory and other necessary approvals, VimpelCom
and VimpelCom-Region are required to negotiate in good faith and use all
commercially reasonable efforts to take all actions necessary to effect the
business combination; (b) subject to the foregoing, VimpelCom is required to
submit to its shareholders for approval the business combination and issuance of
capital stock by it or one of its wholly-owned subsidiaries (or another entity
as the parties may determine); and (c) Eco Telecom, Telenor and VimpelCom are
required to take all actions within such party's capacity as a shareholder of
VimpelCom-Region to approve and effect the business combination.
Amendment No. 1 to the VimpelCom-Region Shareholders Agreement also
provides for VimpelCom-Region to amend and restate its charter to provide that
the board of directors of VimpelCom-Region will be disbanded to create a unified
management structure under VimpelCom. Issues that would otherwise have been
addressed by the Board of Directors of VimpelCom-Region will now be referred to
the shareholders of VimpelCom-Region. VimpelCom will vote its shares of
VimpelCom-Region in accordance with decisions approved by at least 80% of all of
the members of its Board of Directors. In addition, the charter will be amended
to provide that the General Director of VimpelCom-Region will be appointed by a
simple majority vote of the shareholders of VimpelCom-Region. The amended and
restated charter of VimpelCom-Region also reflects changes required to bring the
charter into compliance with Federal Law No. 120-FZ dated August 7, 2001, on
Amending the Federal Law on Joint Stock Companies.
The description of Amendment No. 1 to the VimpelCom-Region Shareholders
Agreement contained in this Item 6 is qualified in its entirety by reference to
the complete text of Amendment No. 1 to the VimpelCom-Region Shareholders
Agreement filed as an Exhibit hereto.
5
Amendment No. 1 to the VimpelCom-Region Registration Rights Agreement
---------------------------------------------------------------------
On May 15, 2002, VimpelCom, VimpelCom-Region, Eco Telecom and Telenor
entered into Amendment No. 1 to the VimpelCom-Region Registration Rights
Agreement (defined as the "VimpelCom-R Registration Rights Agreement" in the
Statement and hereinafter referred to as the "VimpelCom-Region Registration
Rights Agreement"). The principal effect of Amendment No. 1 to the VimpelCom-
Region Registration Rights Agreement is to amend the VimpelCom-Region
Registration Rights Agreement to take account of the amendment to VimpelCom-
Region's charter eliminating VimpelCom-Region's Board of Directors and referring
issues that would otherwise have been decided by the Board of Directors of
VimpelCom-Region to VimpelCom-Region's shareholders.
The description of Amendment No. 1 to the VimpelCom-Region Registration
Rights Agreement contained in this Item 6 is qualified in its entirety by
reference to the complete text of Amendment No. 1 to the VimpelCom-Region
Registration Rights Agreement filed as an Exhibit hereto.
Pledge Agreement
On March 27, 2002, Eco Telecom notified VimpelCom and Telenor of Eco
Telecom's intention to pledge a certain number of the shares of Common Stock
owned by it for the purpose of obtaining a loan in the amount of US$20 million
from Central Asian Capital Corporation N.V. (the "Lender"), as described further
below.
On May 13, 2002, Eco Telecom entered into a Pledge Agreement with the
Lender, an entity organized under the laws of the Netherlands Antilles and an
affiliate of Kazkommertsbank Open Joint Stock Company, a bank organized under
the laws of Kazakhstan, as pledgeholder, and Limited Liability Company IC East
Capital, a Russian limited liability company (the "Depositary"), as agent (the
"Pledge Agreement"). The description of the Pledge Agreement contained in this
Item 6 is qualified in its entirety by reference to the complete text of the
Pledge Agreement filed as an Exhibit hereto. Under the Pledge Agreement, Eco
Telecom pledged to the Lender shares of Common Stock (the "Pledged Shares") to
secure all monies and obligations owing to the Lender (the "Pledge") under a
Loan Agreement between them dated May 13, 2002 (the "Loan Agreement"), pursuant
to which the Lender agreed to make a single loan to Eco Telecom in an aggregate
principal amount of US$20 million (the "Loan"). The Loan, which Eco Telecom
intends to apply for working capital purposes and to satisfy Eco Telecom's
general corporate financing requirements, is repayable in full on or before July
14, 2003. Repayment of the Loan is guaranteed by Eco Holdings.
The collateral securing the Loan will consist of a number of shares of
Common Stock with a market value equal to 150% of the outstanding principal
amount of the Loan. Generally, the market value of the Pledged Shares will be
based on the daily closing price of American Depositary Shares representing the
Common Stock. If the market value of the Pledged Shares falls and remains below
135% of the outstanding principal amount of the Loan for a continuous period of
three trading days, Eco Telecom will be required to pledge or cause to be
pledged a number of additional shares of Common Stock so that the total market
value of the Pledged Shares will not be less than 150% of such outstanding
principal amount. If the market value of the Pledged Shares exceeds and remains
above 165% of the outstanding principal amount of the Loan for a continuous
period of three trading days, the Lender will be required to release a portion
of the Pledged Shares such that the total market value of the Pledged Shares
will be equal to 150% of such outstanding principal amount. The
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Pledged Shares will be deposited in a blocked account with the Depositary, which
will be responsible for monitoring on a day-to-day basis the market value of the
Pledged Shares and notifying Eco Telecom and the Lender of increases or
decreases in the collateral value. On May 15, 2002, 925,960 shares of Common
Stock owned by Eco Telecom were deposited with the Depositary and blocked in
favor of the Lender on Eco Telecom's account.
Eco Telecom will be entitled to exercise all voting and other rights
attaching to the Pledged Shares until the Lender enforces its security under the
terms of the Pledge Agreement and becomes the registered holder of the Pledged
Shares. Eco Telecom agreed in the Pledge Agreement that it will not, among other
things, sell, transfer or otherwise dispose of any of the Pledged Shares during
the term of the Pledge. The Pledge will terminate upon the earlier to occur of
the full repayment of Eco Telecom's obligations under the Loan Agreement or the
written agreement of the parties to the Pledge Agreement.
Except as set forth in the Statement and in this Amendment, to the best of
the Reporting Persons' knowledge, there are no contracts, arrangements,
understandings or relationships with respect to the securities of VimpelCom
among the persons named in Item 2 or between such persons and any other person.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
7
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June 5, 2002 ECO TELECOM LIMITED
By: /s/ Pavel Kulikov
______________________
Pavel Kulikov
Attorney in Fact
Date: June 5, 2002 ECO HOLDINGS LIMITED
By: /s/ Pavel Kulikov
______________________
Pavel Kulikov
Attorney in Fact
Date: June 5, 2002 CTF HOLDINGS LIMITED
By: /s/ Franz Wolf
______________________
Franz Wolf
Director
Date: June 5, 2002 CROWN FINANCE FOUNDATION
By: /s/ Franz Wolf
______________________
Franz Wolf
Attorney in Fact
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ANNEX A
Directors and Officers of Eco Telecom Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Dmitri Ploujnikov, Director Senior Consultant to Crown Suite 3, 4 Irish Place, Gibraltar
(Russia) Resources AG and Director of
Crown Commodities
Serge Barychkov, Director Manager, Gibraltar Branch, Suite 3, 4 Irish Place, Gibraltar
(France) Crown Resources AG
Directors and Officers of Eco Holdings Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Gleb Fetisov, Director (Russia) Member of the Federation Council 11-6 Pozharskiy per., Moscow
119034 Russia
Alla Koudriavtseva, Director Director of CTF Holdings Limited Suite 2, 4 Irish Place,
(Russia) Gibraltar
Franz Wolf, Director (Germany) Director of CTF Holdings Limited Suite 2, 4 Irish Place, Gibraltar
Directors and Officers of CTF Holdings Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Adrian Collister, Director Director and Chartered ESC International - Gibraltar
(United Kingdom) Accountant, ESC International Office, P.O. Box 398, Ground
Floor, Neptune House, Marina
Bay, Gibraltar
Alla Koudriavtseva, Director Director of CTF Holdings Limited Suite 2, 4 Irish Place,
(Russia) Gibraltar
Franz Wolf, Director (Germany) Director of CTF Holdings Limited Suite 2, 4 Irish Place, Gibraltar
Directors and Officers of Crown Finance Foundation
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Christian Rosenov, Director Financial Adviser Claridenstrasse 25 CH-8002,
(Switzerland) Zurich, Switzerland
Dr. Norbert Seeger, Director, Attorney, Arcomm TrustCo. Am Schragen Weg 14, P.O. Box
(Liechtenstein) 1618 FL-9490, Vaduz,
Liechtenstein
9
Dr. Christian Zangerle, Attorney, Office of Dr. Norbert Am Schragen Weg 14, P.O. Box
Director, (Austria) Seeger 1618 FL-9490, Vaduz,
Liechtenstein
Directors of the Supervisory Board of Alfa Group Consortium
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Pyotr Aven, Director (Russia) President of OJSC Alfa Bank 11 Mashy Poryvaevoy Street,
107078 Moscow, Russia
Alexandr Fain, Director (Russia) Chief Executive Officer of LLC 21 Novy Arbat Street, 121019
Alfa Eco Moscow, Russia
Gleb Fetisov, Director (Russia) Member of the Federation Council 11-6 Pozharskiy per., Moscow
119034 Russia
Mikhail Fridman, Director Chairman of the Board of 9 Mashy Poryvayevoy Street,
(Russia) Directors of OJSC Alfa Bank 107078 Moscow, Russia
Mikhail Gamzin, Director CEO, United Food Company 3/rd/ Golutvinskiy Pereulok, 10
(Russia) Built 6, 109180 Moscow Russia
German Khan, Director (Russia) Member of the Board of 18/2, Schipok Street, 113097
Directors of OJSC Tyumen Oil Moscow, Russia
Company
Vladimir Bernstein Director of Strategic and 3 Smolenskaya Square, Floor 9
Investment Planning, Alfa Group Moscow 121099 Russia
Alexander Kosyanenko, Director Chief Executive Officer of JSC 141817 Moscow region, district
(Russia) Perekriostok of Mytischy, Paveltsevo village,
Russia
Alexei Kuzmichev, Director Chairman of the Executive Board 21 Novy Arbat St., 121019,
(Russia) of Directors of Crown Resources Moscow, Russia
AG
Nigel John Robinson, Director Director of Corporate 3 Smolenskaya Square, Floor 9
(United Kingdom) Development, Finance and 121099 Moscow, Russia
Control for Alfa Group
Leonard Vid, Director (Russia) Chairman of the Executive Board 11 Mashy Poryvayevoy Street,
of Directors of OJSC Alfa Bank 107078 Moscow, Russia
Directors of the Supervisory Board of Eco Holdings Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Gleb Fetisov, Director (Russia) Member of the Federation Council 11-6 Pozharskiy per., Moscow
119034 Russia
10
Mikhail Fridman, Director Chairman of the Board of 9 Mashy Poryvayevoy Street,
(Russia) Directors of OJSC Alfa Bank 107078 Moscow, Russia
German Khan, Director (Russia) Member of the Board of 18/2, Schipok Street, 113097
Directors of OJSC Tyumen Oil Moscow, Russia
Company
Alexey Kuzmichev, Director Chairman of the Board of 21 Novy Arbat Street, 121019
(Russia) Directors of Crown Resources AG Moscow, Russia
Nigel Robinson, Director Director of Corporate 3 Smolenskaya Square, Floor 9
(United Kingdom) Development, Finance and 121099 Moscow, Russia
Control for Alfa Group
Elliot Spitz, Director (U.S.A.) CEO, Crown Resources AG 14 Green Lane London NW4 2NN UK
11
EXHIBIT INDEX
Exhibit 24.1 A conformed copy of the Power of Attorney authorizing Franz
Wolf to sign this Amendment on behalf of Crown Finance
Foundation, incorporated by reference to Exhibit 24 to
Amendment No. 2 to the Statement on Schedule 13D filed by Eco
Telecom Limited, inter alios, with the Securities and Exchange
Commission on February 11, 2002.
Exhibit 24.2 A conformed copy of the Power of Attorney authorizing Pavel
Kulikov to sign this Amendment on behalf of Eco Telecom
Limited.
Exhibit 24.3 A conformed copy of the Power of Attorney authorizing Pavel
Kulikov to sign this Amendment on behalf of Eco Holdings
Limited.
Exhibit 99.1 A conformed copy of Amendment No. 1 to the Registration
Rights Agreement, dated as of May 15, 2002, by and among Open
Joint Stock Company "Vimpel-Communications", Eco Telecom
Limited, Telenor East Invest AS and Open Joint Stock Company
"VimpelCom-Region".
Exhibit 99.2 A conformed copy of Amendment No. 1 to the Shareholders
Agreement, dated as of May 15, 2002, by and among Open Joint
Stock Company "Vimpel-Communications", Eco Telecom Limited,
Telenor East Invest AS and Open Joint Stock Company
"VimpelCom-Region".
Exhibit 99.3 A conformed copy of Amendment No. 1 to the Primary Agreement,
dated as of May 15, 2002, by and among Open Joint Stock
Company "Vimpel-Communications", Eco Telecom Limited, Telenor
East Invest AS and Open Joint Stock Company
"VimpelCom-Region".
Exhibit 99.4 A conformed copy of the Pledge Agreement dated May 13 2002, by
and among Eco Telecom Limited, Central Asian Capital
Corporation N.V. and Limited Liability Company IC East
Capital.