It is a pleasure to invite you to the 2012 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 Friday 21st December 2012 at 9.00 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 20 November 2012, 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 2011;
2. to approve a 9 member supervisory board;
3. election of the individual directors comprising the supervisory board (information about the candidates is provided in attachment 1);
4. to deal with the re-appointment of the Company’s auditor; and
5. to deal with the cancellation of the 50,000,000 authorised but unissued ordinary shares of par value US$0.001 thereby reducing the Company’s authorised share capital by US$50,000 accordingly.
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 2011 (prepared in accordance with IFRS) appears 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 confirming the supervisory board at 9 members, to approve the re-appointment of the Company’s auditor and to cancel the 50,000,000 authorised but unissued ordinary shares of par value US$0.001 thereby reducing the Company’s authorised share capital by US$50,000. Voting on the election of directors will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 5 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 and 6 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 a 9- member supervisory board, the re-appointment of the auditor, and for the cancellation of the 50,000,000 authorised but unissued ordinary shares of par value $0.001 thereby reducing the Company’s authorised share capital by $50,000 accordingly.