Altimo

Assets

• 44.7% of stocks of Bermudas Vimpelcom Ltd. with the headquarters in Amsterdam (controls Russian VimpelCom and Ukrainian Kyivstar),
• 25.1% of stocks of MegaFon
• 13,22% — Turkcell.

Stocks Vimpelcom Ltd. and Turkcell are quoted at the New York Stock Exchange, the market value of shares of Altimo in these companies for December 8, 2010 — about $10.4 billion.

History

2001: Share purchase VimpelCom

In 2001 Alfa Group signed the first shareholders' agreement with Telenor after acquisition of stocks of the Russian operator "VimpelCom". It stipulated the structure of Board of Directors of Vimpelcom and contained the obligation not to purchase a share in the competing assets.

2004: The conflict with Telenor because of entry into the market of Ukraine

In 2004 between partners disagreements because of intention of Altimo to bring VimpelCom to the Ukrainian market began: minority shareholders VimpelCom and most of independent directors supported acquisition of Ukrainian of Radiosistem.

2008: Attack to Turkcell

In 2008 Altimo and TeliaSonera agreed to combine efforts in fight for control over the Turkish mobile operator Turkcell: they require the stock of the company from the Turkish magnate Mehmet Karamekhmet.

2009: Vimpelcom Ltd creation

• In 2009 Altimo and Telenor agreed about consolidation VimpelCom and Kyivstar in the new company - Vimpelcom. At the same time Altimo and Telenor signed the new shareholders' agreement according to which both companies received three places in Board of Directors, and three more places were taken by independent directors.

• In 2009, performing the decision of federal court of the USA on the claim of Telenor, Altimo sold 8.2% of Turkcell to independent buyers – the Kazakh Visor Group and Henri Services Ltd. Alexander Mamut for $90.2 million (is nearly 90% cheaper than the market). In July, 2010 the packet was redeemed back for $99.8 million.

2010: Merge to Wind Telecom

In 2010 between the parties disagreements on the issue of merge of Vimpelcom to Wind Telecom began again: independent directors, including the former top manager of Telenor Joe Lunder, and a sufficient part of minority shareholders were on the side of Altimo again and voted for the transaction. However Telenor refused to sign the new shareholders' agreement which would allow Saviris to enter two representatives into Board of Directors to expansion of number of his members to eleven.

"There was a moment<...> when we conducted at the same time around the world more than 100 legal procedures" — the general manager of Altimo Alexey Reznikovich told Vedomosti in December, 2010.

2011: Alliance with Saviris against Telenor

In April, 2011 the Altimo holding stated that it intends to lower the share in Vimpelcom to less than 25%. It will allow to terminate the shareholders' agreement with the Norwegian Telenor and to expand influence on the company of its new shareholder – the Egyptian billionaire Najib Saviris^[1].

For this purpose Altimo intends to sell a part of the packet from among preferred shares (preferred stocks of Vimpelcom have a voting right, but do not receive dividends), sufficient before decrease in the general share of the voting shares which are available for holding to less than 25%. Within six months after that becomes effective Charter of B which does not grant to none of shareholders any exclusive rights.

Until recently Altimo owned in Vimpelcom of 39.2% of economic and 44.7% of voting shares. After consolidation with Wind Telecom (the transaction was closed on April 15, 2011) these shares will be reduced to 31.4% and 31% respectively. Telenor had 39.6% of economic and 36% of voting shares, and now there were 31.7% and 25% of stocks respectively. In the company there was also the third large owner - the former controlling shareholder of Wind Telecom, the Egyptian billionaire Naguib Sawiris who has 20 economic % and 30.6% of voting shares.

Explain with Saviris's appearance among shareholders of Vimpelcom in Altimo the intention to terminate the shareholders' agreement. Besides, as the vice president of holding Evgeny Dumalkin notes, Vimpelcom became the international company that requires bigger protection of the rights of minority investors. The hopes for support of corporate management in Altimo are laid on three independent directors of Vimpelcom. In what way Altimo will perform sale of shares, in holding do not speak.

Telenor did not begin to comment on Altimo intentions. The Norwegian company is in a status of arbitration proceedings with Vimpelcom and Altimo now: Telenor protests against the additional issue of shares of Vimpelcom released for benefit of Saviris which blurred its share. Norwegians even required to impose in Commercial court of London as interim measures ban on carrying out an additional issue, however case was limited to acceptance on itself Altimo and Vimpelcom of obligations not to reduce Telenor share lower than 25%.

Then Altimo promised in court that its cumulative share together with Telenor will not decrease less than 50% plus one action. It is said in the statement of the Russian holding that this promise will not be violated. Besides, Altimo notes that within a year it will not be able to increase the share in Vimpelcom.

Earlier Telenor refused to sign the new shareholders' agreement which would allow Saviris to enter two representatives into Board of Directors to expansion of number of his members to eleven. If the shareholders' agreement ceases to work, the largest shareholders of Vimpelcom will be able to lead so many representatives how many the share blocks which are available for them will allow them to Board of Directors.

Notes