Dear Shareholder
As you are aware, on 6 August 2013, the supervisory board of VimpelCom Ltd. (“VimpelCom” or the “Company”) approved a listing of American depository shares (“ADSs”) evidenced by American depositary receipts delivered by the Bank of New York Mellon, representing common shares of VimpelCom, on the NASDAQ Stock Market LLC (“NASDAQ”). The listing on NASDAQ is expected to occur on or about 10 September 2013. At that time, subject to the NASDAQ listing become effective, the listing of the ADSs on the New York Stock Exchange will be terminated. In connection with the NASDAQ listing, certain amendments to the bye-laws of VimpelCom are required and it is therefore proposed that VimpelCom will adopt amended and restated bye-laws.
VimpelCom Ltd. will hold a special general meeting of its Shareholders (the “SGM”) on 25 September 2013. The supervisory board of the Company has resolved that the SGM will be held on Wednesday 25 September 2013 at 11 am (central European time) at Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. Only the holders of record of VimpelCom shares at the close of business on 19 August 2013, the record date for the SGM, are entitled to vote at the SGM under Bermuda law and the VimpelCom bye-laws.
The sole item of business on the agenda of the meeting is to approve the adoption by the Company of amended and restated bye-laws in connection with the listing on NASDAQ of VimpelCom’s American depository shares issued by The Bank of New York Mellon representing common shares of the Company.
The formal notice of the special general meeting is set out on the following page of this document. The notice is accompanied by some explanatory notes in relation to the proposed resolutions.
The affirmative vote of shareholders holding not less than 75 per cent of the votes cast at the SGM, at which a quorum is present, will be required to approve the resolution to adopt the amended and restated bye-laws of the Company.
VimpelCom shareholders are requested to complete and return the proxy form or voting instruction form (as relevant to how your shares are held) to ensure that their shares will be represented at the SGM. If you have any questions, you may contact Gerbrand Nijman at +31631753681 or gerbrand.nijman@vimpelcom.com. Information regarding the resolution to be proposed at the special general meeting is set out on page 5 of this document. We encourage you to read that information carefully.
VimpelCom’s supervisory board recommends that shareholders vote in favour of the proposal for the adoption of the amended and restated bye-laws of the Company.