It is a pleasure to invite you to the 2011 annual general meeting of shareholders (the “AGM”) of VimpleCom Ltd. (“VimpelCom” or the “Company”). The supervisory board of the Company has resolved that the AGM will be held on Tuesday, 28 June 2011 at 10.00 am (central European time) at Claude Debussylaan 15, 1082 MC Amsterdam, The Netherlands. Only the holders of record of VimpelCom shares at the close of business on 6 June 2011, the record date for the AGM, are entitled to vote at the AGM under Bermuda law and the VimpelCom bye-laws.
The agenda of the meeting is as follows:
1. for the shareholders to receive audited financial statements of the Company for the year ended 31 December 2010;
2. election of the supervisory board (information about the candidates is provided in attachment 1);
3. re-appointment of the auditor;
4. to extend the period for preparation of the statutory annual accounts of the Company; and
5. to resolve that Augie K. Fabela II will be deemed to be “unaffiliated” and “independent” for the purposes of his proposed appointment as a director of the Company.
The formal notice of the annual general meeting is set out on the following page of this document.
The report of our auditor and the financial statements of the Company for the financial year ended 31 December 2010 will, from 1 June 2011, appear on the Company’s website at www.vimpelcom.com and may be found at http://www.vimpelcom.com/ir/financials/index.wbp.
The affirmative vote of a majority of the votes cast at the AGM, at which a quorum is present, will be required to approve the resolution for the re-appointment of the auditor and the resolution to extend the period for preparation of the statutory annual accounts of the Company. The affirmative vote of not less than 75 per cent of the votes cast at the AGM, at which a quorum is present, will be required to approve the resolution to deem Augie K. Fabela II as “unaffiliated” and “independent” in connection with his appointment as a director. Voting on the election of directors will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 6 of this document.
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 AGM. If you have any questions, you may contact Gerbrand Nijman at +31631753681 or firstname.lastname@example.org. Information regarding the resolutions to be proposed at the annual general meeting is set out on pages 5 to 8 of this document. We encourage you to read that information carefully.
VimpelCom’s supervisory board recommends that shareholders vote in favour of the proposals for the re-appointment of the auditor, for the extension of the period for preparation of the statutory annual accounts of the Company and to deem Augie K. Fabela II as “unaffiliated” and “independent” in connection with his appointment as a director and in favour of those of the director nominees.