Telenor today held discussions in two separate meetings with VimpelCom and Altimo management concerning the proposed VimpelCom acquisition of Ukrainian mobile operator Kyivstar. Telenor again expressed its willingness to sell its 56.5% stake in Kyivstar to VimpelCom, as well as indicated potential flexibility in relation to the form of payment from VimpelCom, provided an agreement is reached with Altimo on a separation mechanism and that a Russian Federal Antimonopoly Service (FAS) approval is obtained. Telenor sees no legal or formal hindrances to FAS approving an increase in Telenor's existing ownership stake in VimpelCom to allow a separation mechanism to be put in place.

"Both Telenor and VimpelCom hope to agree a summary term sheet on this transaction in the very near future," said Telenor Executive Vice President and Head of CEE Jan Edvard Thygesen. "In our view, the only roadblocks that remain in the talks with VimpelCom and Altimo are a final agreement with Alfa on the separation mechanism and FAS approval to enable Telenor and Alfa to take additional shares in VimpelCom. We hope that both of those issues can be resolved quickly, and we are pleased that VimpelCom management shares this view."

Today Telenor also released a letter to Alfa dated 10 May 2006, which included details on the transaction price and process, treatment of minorities, triggers for the separation mechanism, and approval by shareholders and FAS. The letter included a detailed term sheet containing, among other things, a description of an auction-style separation procedure and the obligatory extension of the winning offer price to all VimpelCom shareholders. "Similar separation mechanisms have been used in other deals, and Alfa should be no stranger to such arrangements," said Thygesen. "Telenor and Alfa have had a series of positive meetings and correspondence since 20 March in which we have made significant progress on the principles of a separation mechanism. We believe that if Altimo returns to goodwill in future meetings, agreement on remaining outstanding issues can be reached in the very near future."

Telenor’s proposed separation mechanism is based on the following principles:

- An open and transparent process

- A minimum offer price not lower than the six month weighted average VimpelCom share price;

- A multiple round process in which the highest offer wins;

- Obligation of the winning bidder to extend an offer to all minority shareholders at a price not less than the winning bid;

- The separation mechanism can be initiated unconditionally by either party at any time following the closing of the Kyivstar transaction; and

- FAS approval is granted and remains valid.

Telenor believes that attaching conditions to the right to trigger a separation mechanism would create an incentive for a party to seek to block a justifiable separation event by claiming that conditions for the exercise of such trigger have not been met. "Our position is not a desire to trigger the separation for its own sake. We would be pleased to return to a constructive partnership, but we are not prepared to bring Kyivstar into VimpelCom unless the shareholder issues in VimpelCom are permanently addressed through the establishment of a separation mechanism. That is why this is a necessary condition for us," Thygesen said.

Letter from Telenor to Alfa