The Annual General Shareholders Meeting (hereinafter, the “Annual General Meeting” or the “Meeting”) of Open Joint Stock Company “Vimpel-Communications” (hereinafter, “VimpelCom” or the “Company”) was held on June 9, 2008 by the decision of the Board of Directors of the Company made on April 16, 2008.

The Annual General Meeting was conducted in the form of a meeting (voting may be effected by sending completed voting ballots to VimpelCom).

The Meeting was held at 4, Krasnoproletarskaya Ulitsa, Moscow, Russian Federation.

The total number of votes cast by the shareholders that participated in the Meeting was 48 121 240 constituting 83.39% of the total number of voting shares.

The Meeting had a quorum.

Chairman of the Meeting – Chairman of the Board of Directors – Mr. David J. Haines.

Secretary of the Meeting – Secretary of the Board of Directors – Mr. Jeffrey D. McGhie.

The agenda of the Meeting:

 

1. Approval of the 2007 VimpelCom Annual Report prepared in accordance with Russian law;

2. Approval of VimpelCom’s unconsolidated accounting statements, including Profit and Loss Statement for 2007 (prepared in accordance with Russian statutory accounting principles);

3. Allocation of profits and losses resulting from 2007 financial year operations including adoption of the decision (declaration) on payment of dividends on the financial year results;

4. Election of the Board of Directors;

5. Election of the Audit Commission;

6.  Approval of external auditors;

7.  Approval of a change in the compensation of the members of the Board of Directors;

8. Approval of reorganization of VimpelCom through the statutory merger of certain of its subsidiaries into VimpelCom and of the Merger Agreements;

9. Approval of the amendments to the Charter of VimpelCom.

 

The following decisions were made by the Meeting on each agenda Item:

 

Item ¹ 1: Approval of the 2007 VimpelCom Annual Report prepared in accordance with Russian law

 

The results of the vote on the first item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

For	Against	Abstained
47,754,989	14,653	350,844

The decision taken:

To approve the 2007 VimpelCom Annual Report prepared in accordance with Russian law.

 

Item ¹ 2: Approval of VimpelCom’s unconsolidated accounting statements, including Profit and Loss Statement for 2007 (prepared in accordance with Russian statutory accounting principles)

 

The results of the vote on the second item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

 

For	Against	Abstained
47,752,711	14,512	352,967

The decision taken:

To approve VimpelCom’s 2007 unconsolidated accounting statements, including Profit and Loss Statement (prepared in accordance with Russian statutory accounting principles) audited by Rosexpertiza, LLC.

 

Item ¹ 3: Allocation of profits and losses resulting from 2007 financial year operations including adoption of the decision (declaration) on payment of dividends on the financial year results

 

The results of the vote on the third item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

 

For	Against	Abstained
48,095,512	13,560	11,226

The decision taken:

To pay in cash annual dividends to holders of common registered shares based on 2007 results in the amount of  270.01 rubles per share (for a total of 13,846,388,750.22 rubles for all common registered shares in the aggregate) within 60 days from the date of adoption of the relevant decision; and to pay in cash annual dividends to holders of preferred registered shares of type A based on 2007 results in the amount of 0.1 kopeck per preferred share within 60 days from the date of the adoption of this decision; and to invest the remaining profits resulting from 2007 operating results (after payment of dividends) into the business.

 

Item ¹ 4: Election of the Board of Directors

 

The results of the vote on the fourth item:

Note: Cumulative voting procedure.

The number of cumulative votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 519 368 598.

The number of cumulative votes held by persons who participated in the Meeting is 433 091 160.

Quorum on the item put for voting was present.

 

Name of nominee proposed to be elected to the Board of Directors	Number of votes cast for each nominee
David J. Haines	13,109,804
Mikhail M. Fridman	47,540,524
Kjell Morten Johnsen	42,932,348
Hans Peter Kohlhammer	42,639,862
Jo O. Lunder	54,782,161
Oleg A. Malis	47,464,307
Leonid R. Novoselsky	44,005,222
Alexey M. Reznikovich	47,531,463
Ole Bjorn Sjulstad	42,932,777
Jan Edvard Thygesen	42,932,348

Number of votes recognized to be invalid and not counted in the results of voting on this Item is 0.

The decision taken:

To elect the following members to the Board of Directors: Jo O. Lunder, Mikhail M. Fridman, Alexey M. Reznikovich, Oleg A. Malis, Leonid R. Novoselsky, Ole Bjorn Sjulstad, Jan Edvard Thygesen, Kjell Morten Johnsen, Hans Peter Kohlhammer.

 

Item ¹ 5: Election of the Audit Commission

 

The results of the vote on the fifth item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

 

For	Against	Abstained
47,952,603	156,805	11,433

 

The decision taken:

To elect the following individuals to the Audit Commission:  Alexander Gersh, Halvor Bru and Nigel Robinson.

 

Item ¹ 6: Approval of external auditors

 

The results of the vote on the sixth item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

 

For	Against	Abstained
48,096,361	13,498	11,381

The decision taken:

To approve the firm Ernst & Young (CIS) Ltd. as the auditor of the Company’s U.S. GAAP accounts and the firm Rosexpertiza, LLC as the auditor of the Company’s accounts prepared in accordance with Russian statutory accounting principles for the term until the annual general meeting of shareholders based on 2008 results.

 

Item ¹ 7: Approval of a change in the compensation of the members of the Board of Directors

 

The results of the vote on the seventh item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

 

For	Against	Abstained
32,738,941	15,365,443	16,571

The decision taken:

To approve the following changes in the compensation for members of VimpelCom’s Board of Directors:
• to change the maximum number of phantom American Depositary Shares (ADSs) granted to each non-employee director for each year from 90,000 ADSs to 20,000 ADSs for each non-employee director, plus an additional 10,000 ADSs in each case for serving as Chairman of the Board and for serving as head of any official committee of the Board of Directors, provided that the compensation shall not exceed US$3.00 per ADS per year for each one-year term served by the director;
• to approve all transactions required for the participation of directors in the phantom ADS plan and any changes to such ADS plan required by this decision;
• to authorize the Board to work out any changes in the detailed rules for the phantom ADS plan for directors necessitated by this decision, if any, including the rules for calculation and payment of the compensation in accordance with the provisions of this decision;
• to establish that this decision shall become effective from the date of its approval by the annual general meeting of shareholders;
• to establish that, subject to the changes set forth above, the existing compensation plan for the Board of Directors shall remain as currently constituted; and
• to establish that this decision shall apply to all members of the Board, including those elected (re-elected) at this annual general meeting of shareholders, until this decision is canceled or modified by a subsequent decision of the shareholders.

 

Item ¹ 8: Approval of reorganization of VimpelCom through the statutory merger of certain of its subsidiaries into VimpelCom and of the Merger Agreements

 

The results of the vote on the eighth item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

 

For	Against	Abstained
47,889,766	115,403	115,563

The decision taken:

To approve the reorganization of VimpelCom through the statutory merger of its subsidiaries: Closed Joint Stock Company “RTI Service-Communications”, Closed Joint Stock Company “IMPULS-KB”, Closed Joint Stock Company “MSS-start”, Closed Joint Stock Company “Karatchaevo-TcherkesskTeleSot”, Closed Joint Stock Company “Kabardino-Balkarsky GSM”, Closed Joint Stock Company “Corporation Severnaya Korona”, Closed Joint Stock Company “Sakhalin Telecom Mobile” (the “Merging Companies”) into VimpelCom and to approve the Merger Agreements between VimpelCom and each of the Merging Companies.

 

Item ¹ 9: Approval of the amendments to the Charter of VimpelCom

 

The results of the vote on the ninth item:

The number of votes in respect of this Item held by persons included in the list of those entitled to participate in the Meeting is 57 707 622.

The number of votes held by persons who participated in the Meeting is 48 121 240.

Quorum on the item put for voting was present.

The number of votes cast in favor of each voting option on this Item:

 

For	Against	Abstained
47,880,197	21,012	219,323

The decision taken:

1. To amend Article 1.4 of the Charter with the following language:

“As a result of reorganization in the form of statutory merger of Closed Joint Stock Company “RTI Service-Communications” into the Company, the Company succeeded to all the rights and obligations of Closed Joint Stock Company “RTI Service-Communications” in accordance with the applicable laws of the Russian Federation.

 As a result of reorganization in the form of statutory merger of Closed Joint Stock Company “IMPULS-KB” into the Company, the Company succeeded to all the rights and obligations of Closed Joint Stock Company “IMPULS-KB” in accordance with the applicable laws of the Russian Federation.

 As a result of reorganization in the form of statutory merger of Closed Joint Stock Company “MSS–start” into the Company, the Company succeeded to all the rights and obligations of Closed Joint Stock Company “MSS–start” in accordance with the applicable laws of the Russian Federation.

 As a result of reorganization in the form of statutory merger of Closed Joint Stock Company “Karatchaevo-TcherkesskTeleSot” into the Company, the Company succeeded to all the rights and obligations of Closed Joint Stock Company “Karatchaevo-TcherkesskTeleSot” in accordance with the applicable laws of the Russian Federation.

 As a result of reorganization in the form of statutory merger of Closed Joint Stock Company “Kabardino-Balkarsky GSM” into the Company, the Company succeeded to all the rights and obligations of Closed Joint Stock Company “Kabardino-Balkarsky GSM” in accordance with the applicable laws of the Russian Federation.

 As a result of reorganization in the form of statutory merger of Closed Joint Stock Company “Corporation Severnaya Korona” into the Company, the Company succeeded to all the rights and obligations of Closed Joint Stock Company “Corporation Severnaya Korona” in accordance with the applicable laws of the Russian Federation.

 As a result of reorganization in the form of statutory merger of Closed Joint Stock Company “Sakhalin Telecom Mobile” into the Company, the Company succeeded to all the rights and obligations of Closed Joint Stock Company “Sakhalin Telecom Mobile” in accordance with the applicable laws of the Russian Federation.”

2. To register the respective amendments to the Charter of VimpelCom with regard to VimpelCom succeeding to all rights and obligations of each of the Merging Companies either separately or together following the state registration of the merger of each respective Merging Company into VimpelCom and after collection of all documents necessary for such registration in accordance with Russian legislation.

 

In accordance with Art. 56(1) of the Federal Law "On Joint Stock Companies" ZAO National Registry Company (located at: 6 Veresaeva Str., Moscow 121357) was charged with the functions of the Counting Commission. The following authorized persons are members of the Counting Commission formed by ZAO National Registry Company (Order No. 152 dated June 6, 2008): Gorbov Vladimir Valeryevich (chairman), Nikitin Andrey Nikolaevich (secretary), Smirnov Nikolay Egorovich (member).

 

Ñhairman of the Meeting     David J. Haines

Secretary of the Meeting     Jeffrey D. McGhie

June 10, 2008