/Templates/Index.aspx?id=610&epslanguage=en/Templates/Index.aspx?id=603&epslanguage=en/Templates/Index.aspx?id=3081&epslanguage=en/Templates/Index.aspx?id=606&epslanguage=en Loaded page

09 Mar 2000

VimpelCom announces the calling of a shareholders meeting to approve the authorization of issuance of additional shares

Moscow and New York (March 9, 2000) - Open Joint Stock Company "Vimpel-Communications" ("VimpelCom" or the "Company") (NYSE: VIP) today announced that an extraordinary meeting of shareholders will be held on Thursday, April 13, 2000 at 11:00 a.m. (Moscow time) in Moscow, Russia to consider the authorization of the issuance of additional shares of its common stock and certain related transactions. The record date for the meeting is Monday, February 28, 2000. Copies of the shareholder meeting materials are being distributed to holders as of the record date. The Bank of New York, depositary bank for VimpelCom's ADR program, is distributing copies of the shareholder meeting materials to holders of VimpelCom ADRs.

The Company is seeking shareholder approval to provide it with flexibility to obtain financing to fund its growth strategy. In the third quarter of last year, the Company launched a new strategy that focused on developing the consumer mass market. This strategy has proven successful as the Company increased its subscriber base by 184% in 1999.

Through this mass market strategy, the Company believes it will have access to a larger number of subscribers to which to provide value added services, wireless Internet access (including wireless application protocol or WAP) and content delivery. In addition, the Company is continuing the development of its nationwide GSM footprint including increasing its capacity and coverage in Moscow and the surrounding areas. In the increasingly competitive environment in the Russian telecommunications market, the Company believes that it is necessary to obtain additional financing to retain its competitive advantages and to continue pursuing its long term development goals.

The Company anticipates raising additional financing through offerings of debt and/or equity securities, including bonds convertible into shares of common stock. In accordance with Russian law, VimpelCom's Board of Directors is requesting shareholder approval for the issuance of additional stock. Shareholder approval and the completion of Russian regulatory requirements take at least three months to complete under Russian law. By obtaining shareholder approval at this time, the Company, in consultation with its financial advisors, will be in a position to take advantage of improving market receptivity to established Russian companies and determine the optimal timing and size of international securities offerings.

The approvals sought at the meeting are designed to enable VimpelCom to issue up to 7 million shares of common stock (up to 9,333,333 ADRs) to one or more special purpose financing vehicles which will then be able to raise financing in the international capital markets solely for the benefit of VimpelCom. The Company will be mindful of minimizing dilution of existing shareholders to the extent possible while satisfying the need to raise financing. The shares will be issued at the then-prevailing fair market value. If the share issuance is approved, VimpelCom's Board may also reserve up to 500,000 shares to fund an incentive stock option plan to motivate and reward certain of the Company's management and key employees by granting stock options at the then-prevailing market price.

If approved, the offerings are expected to be completed during the 12 months following the registration of the share issuance with the Russian Federal Commission on Securities Markets, which would likely be completed in the second quarter of 2000. In addition to approval of the share issuance, certain other customary aspects of offerings of securities in the international capital markets also require shareholder approval under Russian law and, therefore, are included in the agenda of the meeting.

VimpelCom will file a copy of the shareholder meeting materials with the United States Securities and Exchange Commission (the "SEC") and the New York Stock Exchange. VimpelCom, as a foreign private issuer, will file the shareholder meeting materials on Form 6-K on paper only. An electronic copy of the shareholder meeting materials will be available for review on VimpelCom's web site at http://www.vimpelcom.com/investor/sec/sec.wbp .

VimpelCom is a leading provider of cellular telecommunications in Russia, marketing its services under the brand name "Bee Line." The VimpelCom Group operates GSM-900/1800 and Digital-AMPS cellular networks in the Moscow License Area, which includes the City of Moscow and the Moscow Region. The Group is also building cellular networks in its other licensed territories. The VimpelCom Group holds cellular licenses covering a total population of approximately 100 million (70% of Russia's population). VimpelCom was the first Russian company listed on the New York Stock Exchange (November 1996), and its ADRs trade under the symbol "VIP."

 

This press release contains forward-looking statements related to the development of the Company's business which involve risks and uncertainties. These statements are based on Management's best assessment of future market conditions and trends. The actual outcome may differ materially from these statements as a result of unforeseen developments from competition, governmental regulations of the wireless telecommunications industry, general political uncertainties in Russia and general economic developments in Russia and other factors. There can be no assurance that current or future changes in the political, economic and social environment or current or future regulation of the Russian telecommunications industry will not have a material adverse effect on the VimpelCom Group. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risks described in the Company's Annual Report on Form 20-F for the year ended December 31, 1998 and other public filings made by the Company with the United States Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments. The information contained on VimpelCom's web site, other than the shareholder meeting materials, is not incorporated by reference into the shareholder meeting materials and should not be considered to be a part of the shareholder meeting materials.

 

No registration statement relating to the common shares or other securities to be sold has been filed or become effective. This release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the common shares or other securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. In the event the Company elects to conduct a public offering, the securities will be offered pursuant to a registration statement. In the event the Company elects to conduct a private offering, the securities may not be sold or offered in the United States without a registration statement or applicable exemption therefrom.

 

For more information, please contact:
Valery Goldin
VimpelCom (Moscow)
7(095) 974-5888
vgoldin@vimpelcom.com

Glenn Wiener
Edelman Financial Worldwide
1 (212) 704 8174
glenn_wiener@edelman.com

/Templates/Index.aspx?id=3441&epslanguage=en/Templates/IndexCareers.aspx?id=3579&epslanguage=enhttps://blog.veon.com//Templates/MyVimpelcom.aspx?id=745&epslanguage=en