AMSTERDAM, Oct. 1, 2012 /PRNewswire/ -- VimpelCom Ltd. ("VimpelCom" or "Company") (NYSE: VIP), a leading global provider of telecommunications services, announces that its Nominating and Corporate Governance Committee (the "Committee") has decided to delay the registration of the requested transfer of 71,000,000 convertible preferred shares (the "Preferred Shares") from Weather Investments II S.a r.l. ("Weather II") to Telenor East Holding II AS ("Telenor") until the order issued by the Moscow Arbitration Court prohibiting such transfer (the "Order") ceases to have effect.
The Committee, acting under a unanimous delegation of authority from the Supervisory Board, met today to consider Telenor's request to register the Preferred Shares transfer. The Committee determined that it is in the best interests of VimpelCom not to register the transfer of Preferred Shares to Telenor by Weather II at this time. The Committee took into account the potential adverse consequences for VimpelCom's Russian business if the Order is considered by the Russian authorities to have been breached with the support and participation of VimpelCom.
As previously disclosed, in April 2012 the Moscow Arbitration Court issued the Order against Telenor and Weather based on a claim made by the Federal Antimonopoly Service in Russia (the "FAS"). The Order prohibits, among other things, Weather II from exercising its rights under an option agreement to transfer the Preferred Shares to Telenor. The Moscow Arbitration Court also issued a separate order that prohibits the payment of dividends to shareholders of OJSC VimpelCom based on the results of operations in 2011.VimpelCom received a letter from the FAS dated September 19, 2012 which notes that FAS is engaged in negotiations with shareholders of VimpelCom. In the letter, FAS suggests that in the interests of these negotiations, VimpelCom should not register any transfer of the Preferred Shares from Weather II to Telenor. The letter also states that the Order prohibiting the transfer of the Preferred Shares is a binding judicial act and suggests that VimpelCom not participate in any breach of that Order by registering a share transfer. The Nominating and Corporate Governance Committee consists of the three independent directors serving on the Supervisory Board.
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