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Notice of the 2015 Annual General meeting of shareholders of VimpelCom Ltd

Dear Shareholder,

It is a pleasure to invite you to the 2015 annual general meeting of shareholders (the “AGM”) of VimpelCom Ltd. (“VimpelCom” or the “Company”). The supervisory board of the Company (“Supervisory Board”) has resolved that the AGM will be held on Friday 19 June 2015 at 11.00 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 15 May 2015, 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. Shareholders to receive the report of the Company’s auditor and the audited financial statements of the Company for the financial year that ended 31 December 2014;
  2. Election of individual directors to the Supervisory Board (information about the candidates is provided in Attachment 1);
  3. Re-appoint PricewaterhouseCoopers Accountants NV (“PWC”) as the Company’s auditor, such re-appointment expiring at the conclusion of the 2016 annual general meeting of shareholders of the Company and authorise the Supervisory Board to determine its remuneration; and
  4. Any other business which may properly come before the meeting or any adjournment of the meeting.

 

 The formal notice of the AGM is set out on the following page of this document.

The report of our auditor, PWC, and the financial statements of the Company for the financial year ended 31 December 2014 (prepared in accordance with IFRS) appear on the Company’s website at www.vimpelcom.com and may be found at http://www.vimpelcom.com/Investor-relations/Reports--results/20-F/

The affirmative vote of a majority of the votes cast at the AGM, at which a quorum is present, will be required to re-appoint PWC as the Company’s auditor to hold office until the conclusion of the 2016 annual general meeting of shareholders of the Company.

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 Remco Vergeer at +31621187402 or remco.vergeer@vimpelcom.com

Information regarding the resolutions to be proposed at the AGM is set out on page 5 of this document. We encourage you to read that information carefully.

VimpelCom’s Supervisory Board recommends that shareholders vote in favour of the proposal for the re-appointment of PWC as the Company’s auditor.

Notice of the 2015 Annual General meeting of shareholders +

VimpelCom Ltd. Proxy Form +

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