Form 6-K VimpelCom Ltd. For: Sep 21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of September 2016

Commission File Number 1-34694

VimpelCom Ltd.

(Translation of registrant’s name into English)

The Rock Building, Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x        Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o.

INFORMATION CONTAINED IN THIS REPORT

Underwriting Agreement

On September 15, 2016, VimpelCom Ltd. (“VimpelCom”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among VimpelCom, Telenor East Holding II AS (the “Selling Shareholder”) and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as underwriters, relating to an offering (the “Public Offering”) of an aggregate 142,500,000 American Depositary Shares (the “ADSs”), each representing one of VimpelCom’s common shares, US$0.001 nominal value per share, by the Selling Shareholder pursuant to VimpelCom’s Registration Statement on Form F-3, File No. 333-196223, as amended (the “Existing Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2014, as supplemented by the prospectus supplement dated September 15, 2016.

Pursuant to the Underwriting Agreement, the underwriters purchased the shares at a price of $3.4125 per ADS.  The underwriters have an option to purchase up to an additional 21,375,000 ADSs from the Selling Shareholder. The Public Offering closed on September 21, 2016. VimpelCom did not receive any proceeds from the sale of any ADSs by the Selling Shareholder.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

New Registration Rights Agreement

In connection with a private offering (the “Private Offering”) by the Selling Shareholder of US$1,000,000,000 in aggregate principal amount of 0.25 per cent bonds due 2019 (the “Bonds”) that will be exchangeable under certain conditions for up to a total of 204,081,633 ADSs (subject to adjustment) to non-US persons pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), VimpelCom entered into a registration rights agreement, dated September 21, 2016 (the “New Registration Rights Agreement”), by and among VimpelCom, the Selling Shareholder and Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited. The Private Offering closed on September 21, 2016 (the “Closing Date”).  VimpelCom did not receive any proceeds from the sale of the Bonds by the Selling Shareholder.

Pursuant to the New Registration Rights Agreement, VimpelCom has agreed that it will:

·                  file with the SEC within 10 days of the Closing Date, and  use its commercially reasonable efforts to cause to become effective within 50 days of the Closing Date, a shelf registration statement (the “New Shelf Registration Statement”) with respect to the resales of the ADSs that may be issued upon exchange or redemption of the Bonds; and

·                  use its commercially reasonable efforts to keep the shelf registration statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by holders (subject to permitted suspension periods) for a period until the earliest of such time as all of the ADSs issuable or issued in exchange for or upon redemption of the Bonds have (i) been registered under the New Shelf Registration Statement and disposed of in accordance therewith, (ii) become eligible to be transferred without condition as contemplated by Rule 144 under the Securities Act, or any successor rule or regulation thereto that may be adopted by the SEC, or otherwise, no longer bear any restrictive legend and have become fungible with the American Depositary Shares issued under any Level 2 or Level 3 American Depositary Share program of VimpelCom then existing or (iii) ceased to be outstanding.

A copy of the New Registration Rights Agreement is filed as Exhibit 4.1 hereto.  The foregoing description of the New Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

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The information set forth in this report on Form 6-K, the Underwriting Agreement filed as Exhibit 1.1 hereto and the New Registration Rights Agreement filed as Exhibit 4.1 hereto are hereby incorporated by reference into the Existing Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 1.1

EXECUTION VERSION

VIMPELCOM LTD.

COMMON SHARES (US$0.001 NOMINAL VALUE)

(IN THE FORM OF AMERICAN DEPOSITARY SHARES)

UNDERWRITING AGREEMENT

September 15, 2016

To the Managers named in Schedule I hereto for the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

Telenor East Holding II AS, a corporation formed under the laws of Norway (the “Selling Shareholder”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), an aggregate of 142,500,000  common shares (each a “Common Share” and together, the “Common Shares”), US$0.001 nominal value, of VimpelCom Ltd., an exempted company limited by shares organized under the laws of Bermuda (the “Company”), in the form of American Depositary Shares (each, an “ADS,” and collectively, the “ADSs”), each representing one Common Share (such securities, the “Firm Securities”).

The Underlying Shares (as defined below) represented by the ADSs are deposited pursuant to the Deposit Agreement dated as of March 26, 2010 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs.

The Selling Shareholder, the Company and Telenor ASA, a corporation formed under the laws of Norway, are concurrently entering into a subscription agreement, dated the date hereof, providing for the sale by the Selling Shareholder of up to $1,000,000,000 aggregate principal amount of its 0.25% Exchangeable Notes due 2019 (the “Exchangeable Notes”).

The Selling Shareholder also proposes to sell to the several Underwriters not more than an additional 21,375,000 ADSs if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such securities (the “Additional Securities”) granted to the Underwriters in Section 3 hereof.  The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.”  Unless the context otherwise requires, the terms “Firm Securities,” “Additional Securities” and “Securities” shall each be deemed to include the underlying Common Shares (the “Underlying Shares”).

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, Registration No. 333-196223 on Form F-3, relating to the securities (the “Shelf Securities”), including the Securities, to be resold from time to time by certain shareholders of the Company.  The registration statement as amended to the date of this Underwriting Agreement (this “Agreement”), including the information (if any) deemed to be part of

the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated April 20, 2016 in the form first used to confirm sales of the Underlying Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.”  The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Underlying Shares in the form first used to confirm sales of the Underlying Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus.

The Company has filed with the Commission a registration statement on Form F-6 relating to the ADSs.  Such registration statement, as amended to the date of this Agreement, is hereinafter referred to as the “ADR Registration Statement.”

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the documents and pricing information set forth opposite the caption “Time of Sale Prospectus” in Schedule I hereto, and “live road show” means a “road show,” as defined in Rule 433(h)(5) under the Securities Act, that does not constitute a “written communication” as defined in Rule 405 under the Securities Act.  As used herein, the terms “Registration Statement,” “ADR Registration Statement,” “Base Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof.  The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the ADR Registration Statement, the Base Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.  The terms “Significant Subsidiary” and “Significant Subsidiaries” refer to each subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act.

1.                                      Representations and Warranties of the Company.  The Company represents and warrants to and agrees with each of the Underwriters as of the date hereof, as of the Closing Date and as of each Option Closing Date that:

(a)                                 Each of the Registration Statement and the ADR Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement or the ADR Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.

(b)                                 (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied

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or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each of the Registration Statement and the ADR Registration Statement, when it became effective, did not contain, and as amended or supplemented, if applicable, as of the date of such amendment or supplement did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement, the ADR Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each live road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the ADR Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto based upon information (A) relating to any Underwriter furnished to the Company in writing by such Underwriter (the “Underwriter Information”) or (B) relating to the Selling Shareholder furnished to the Company in writing (the “Selling Shareholder Information”), in each case, expressly for use therein.  The Underwriter Information consists solely of the names of the Underwriters and their respective participation in the sale of the Securities set forth in the table of Underwriters under the first paragraph of text under the heading “Underwriting” in the prospectus supplement included in the Final Prospectus, the second sentence of the twelfth paragraph of text under the heading “Underwriting” in the prospectus supplement included in the Final Prospectus related to stabilization transactions, the thirteenth paragraph of text under the heading “Underwriting” in the prospectus supplement included in the Time of Sale Prospectus and the Final Prospectus related to stabilization, syndicate covering transactions and penalty bids and the fourteenth paragraph of text under the heading “Underwriting” in the prospectus supplement included in the Final Prospectus related to penalty bids.  The Selling Shareholder Information consists solely of the information in the table under “Selling Shareholder” in the Time of Sale Prospectus and Prospectus (including the related footnotes).

(c)                                  Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and

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regulations of the Commission thereunder.  Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.  Except for the free writing prospectuses, if any, identified in Schedule I hereto forming part of the Time of Sale Prospectus, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(d)                                 The Company has been duly formed, is validly existing as an exempted company limited by shares in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial position or results of operations of the Company and its subsidiaries, taken as a whole (“Material Adverse Effect”).

(e)                                  Each Significant Subsidiary of the Company has been duly formed, is validly existing as a corporation, limited liability company, limited partnership or other type of entity or organization, as the case may be, in good standing under the laws of the jurisdiction of its formation, has the power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

(f)                                   This Agreement has been duly authorized, executed and delivered by the Company.

(g)                                  The Deposit Agreement has been duly authorized, executed and delivered by the Company and assuming the authorization, execution and delivery by the Depositary, constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the ADRs have been duly and validly issued and the persons in whose names the ADRs are registered are entitled to the rights specified therein and in the Deposit Agreement; and

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the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in each of the Time of Sale Prospectus and the Prospectus.

(h)                                 The share capital of the Company conforms as to legal matters (including the authorized amount thereof) to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

(i)                                     The Common Shares (including the Underlying Shares to be sold by the Selling Shareholder) outstanding have been duly authorized and are validly issued, fully paid and non-assessable.

(j)                                    The holders of Common Shares are not entitled to preemptive or other rights to acquire the Securities except as set forth in the Time of Sale Prospectus and the Prospectus; there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or obligations of the Company to issue, Common Shares or any other class of share capital of the Company except as set forth in the Time of Sale Prospectus and the Prospectus.

(k)                                 The Securities have been listed on the NASDAQ Global Select Market, and the Company is not aware of any notice of delisting.

(l)                                     The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement does not contravene (i) any provision of applicable law, (ii) the memorandum of association or bye-laws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except, in the case of clauses (iii) and (iv) above, for any contravention that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the transactions contemplated by this agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states or the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer and sale of the Securities.

(m)                             There has not occurred any material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, financial position, prospects or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(n)                                 There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its Significant Subsidiaries is a party or to which any of the properties of the Company or any of its Significant Subsidiaries is subject (i) other than proceedings accurately described in all

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material respects in the Time of Sale Prospectus and proceedings that would not reasonably be expected to have a Material Adverse Effect, or a material adverse effect on the Company’s power or ability to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described.

(o)                                 Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(p)                                 The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(q)                                 The Company and its Significant Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r)                                    There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(s)                                   Other than those rights that have been disclosed in the Registration Statement, the ADR Registration Statement and the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or, other than those rights that have been waived, to require the Company to include such securities with the Securities registered pursuant to the Registration Statement or the ADR Registration Statement.

(t)                                    Except as disclosed in the Time of Sale Prospectus, (i) none of the Company or its subsidiaries, or any director, officer, or employee thereof, or, to the

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Company’s knowledge, any agent, representative, affiliate or other person acting on behalf of the Company or of any of its subsidiaries, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”) in order to influence official action, or to any person in violation of any applicable anti-bribery and anti-corruption laws, including, but not limited to, the Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the Bribery Act 2010 of the United Kingdom (collectively, “Anti-Corruption Laws”); and (ii) the Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws.

(u)                                 Except as disclosed in the Time of Sale Prospectus, the operations of the Company and its subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(v)                                 (i) Except as disclosed in the Time of Sale Prospectus, none of the Company, any of its subsidiaries, or any director, officer, or employee thereof, or, to the Company’s knowledge, any agent, affiliate or representative or other person associated with or acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:

(A) on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or any Person subject to an asset freeze or a general prohibition on all transactions under any other list of designated Persons adopted under any economic or financial sanctions laws or regulations enacted, imposed or enforced from time to time by the United Nations Security Council, the United States (including OFAC, the US Department of the Treasury or the US Department of State), the European Union, or any member State of the European Union (“Sanctions”) (any such Person designated under Sanctions being a “Sanctioned Person”), or

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(B) located, organized or resident in a country or territory subject to comprehensive Sanctions that broadly prohibit dealings with such country or territory (at the time of this Agreement, the Crimea region, Cuba, Iran, North Korea, Sudan or Syria, in each case as defined by the relevant Sanctions (each, a “Sanctioned Country”).

(ii) In connection with the activities contemplated by this Agreement or the offering contemplated herein, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Sanctioned Person or in any Sanctioned Country in breach of any Sanctions.

(iii) Less than 10% of the Company’s revenues are derived from dealings with Sanctioned Persons and Sanctioned Countries.

(w)                               The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to pay would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or, except as currently being contested in good faith and for which adequate reserves have been created in the financial statements of the Company), and except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no tax deficiency has been determined adversely to the Company or any of its subsidiaries which could reasonably be expected to have (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a Material Adverse Effect, except as disclosed in the Time of Sale Prospectus.

(x)                                 The Company and each of its Significant Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(y)                                 The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of

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their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly the information shown thereby.

(z)                                  Neither the Company nor any of its subsidiaries (or, in the case of clause (i) of this Section 1(z), any of the Company’s Significant Subsidiaries) is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(aa)                          No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Securities and the consummation of the transactions contemplated by this Agreement, except for the registration of the Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by FINRA and under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

(bb)                          PricewaterhouseCoopers Accountants N.V., who have audited certain financial statements of the Company and its subsidiaries, and Ernst & Young Accountants LLP, who have audited certain financial statements of the Company and its subsidiaries, were with respect to such financial statements independent public accountants with respect to the Company and its subsidiaries within the meaning of the Securities Act and the applicable rules and regulations of the Public Company Accounting Oversight Board.

(cc)                            The Company and its Significant Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its Significant Subsidiaries, in each case free and clear of all liens, encumbrances, claims

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and defects and imperfections of title except those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(dd)                          Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Significant Subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses, except as would not reasonably be expected to have a Material Adverse Effect; (i) the Company and its Significant Subsidiaries conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (ii) the Company and its Significant Subsidiaries have not received any written notice of any claim relating to Intellectual Property; and (iii) to the best knowledge of the Company, the Intellectual Property of the Company and its Significant Subsidiaries is not being infringed, misappropriated or otherwise violated by any person.

(ee)                            The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course, except where such revocation, modification or nonrenewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ff)                              Under the current laws and regulations of Bermuda and the Netherlands, all dividends and other distributions declared and payable on the Securities in cash may be freely remitted out of Bermuda or the Netherlands and may be paid in, or freely converted into, U.S. dollars, in each case without there being required any consent, approval, authorization or order of, or qualification with, any court or governmental agency or body in Bermuda or the Netherlands; and except as disclosed in the Time of Sale Prospectus, all such dividends and other distributions paid by the Company will not be subject to withholding or deduction under the laws and regulations of Bermuda or the Netherlands.

(gg)                            No stamp, documentary, issuance, registration, transfer, or other similar taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its

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Significant Subsidiaries in Bermuda or the Netherlands or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the deposit with the Depositary of the Underlying Shares by the Selling Shareholder against the issuance of ADRs evidencing the ADSs, (iii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters in the manner contemplated by this Agreement and the Prospectus or (iv) the initial resale and delivery of the Securities by the Underwriters in the manner contemplated herein.

(hh)                          Based on the anticipated market price of the ADSs and the historic, current and anticipated composition of the Company’s income and assets as well as historic, current and expected operations, the Company does not believe it was a “passive foreign investment company” (“PFIC”) for its most recent taxable year, and does not expect to be treated as a PFIC for the current taxable year or in the foreseeable future.

(ii)                                  Any waiver, relief, concession or preferential treatment relating to taxes granted to the Company or any Significant Subsidiary by any Bermudian or Dutch taxing authority is valid and in full force and effect.

(jj)                                It is not necessary under the laws of Bermuda or the Netherlands (i)(a) to enable the Underwriters to enforce their rights under this Agreement, or (b) to enable any holder of Securities to enforce their respective rights under the Securities, provided (in the case of each of (a) and (b)) that they are not otherwise engaged in business and do not maintain an office or place of business in Bermuda or the Netherlands, as applicable, or (ii) solely by reason of the execution, delivery or consummation of this Agreement or the offering or sale by the Selling Shareholder of the Securities, for any of the Underwriters or any holder of Securities to be qualified or entitled to carry out business in Bermuda or the Netherlands.

(kk)                          This Agreement is in proper form under the laws of Bermuda and the Netherlands for the enforcement thereof against the Company, and to ensure the legality, validity, enforceability or admissibility into evidence in Bermuda or the Netherlands of this Agreement.

(ll)                                  The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.

(mm)                  The courts of Bermuda and the Netherlands would recognize as a valid judgment any final and conclusive judgment against the Company in the courts of the State of New York based on this Agreement, under which a sum of money is payable, and such a judgment may generally be the subject of enforcement proceedings in the Supreme Court of Bermuda.

(nn)                          Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Bermuda or the Netherlands.  The irrevocable and unconditional waiver and agreement of the Company contained in Section 19(a) not to plead or claim any such

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immunity in any legal action, suit or proceeding based on this Agreement is valid and binding under the laws of Bermuda and the Netherlands.

(oo)                          The choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of Bermuda and the Netherlands and will be given effect by the courts of Bermuda and the Netherlands.  The Company has the power to submit, and pursuant to Section 19(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 19(a)), and has the power to designate, appoint and empower, and pursuant to Section 19(b), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts (as defined in Section 19(a)).

2.                                      Representations and Warranties of the Selling Shareholder.  The Selling Shareholder represents and warrants to and agrees with each of the Underwriters that:

(a)                                 This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.

(b)                                 The deposit of the Underlying Shares by the Selling Shareholder with the Depositary against issuance of the ADRs evidencing the ADSs to be delivered by the Selling Shareholder and the execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable law, or the certificate of incorporation or articles of association (vedtekter) of the Selling Shareholder, or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.

(c)                                  The Selling Shareholder beneficially owns and on the Closing Date will beneficially own or has and will have on the Closing Date a valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Underlying Shares to be represented by the ADSs to be sold by the Selling Shareholder hereunder, free and clear of all security interests, claims, liens, equities or other encumbrances; and the Selling Shareholder has the legal right and power, and all authorization and approval required by law, to enter into the Deposit Agreement and to deposit the Underlying Shares with the Depositary against the issuance of the ADRs evidencing the ADSs to be delivered by the Selling Shareholder.

(d)                                 The Selling Shareholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a security entitlement in respect of such Securities.

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(e)                                  The ADSs representing the Underlying Shares were deposited in accordance with the provisions of the Deposit Agreement and were duly issued, and, upon the sale and delivery of the ADRs to the person(s) procured by the Underwriters, the person(s) in whose name(s) the ADRs are registered will be entitled to the rights in the ADSs representing the Underlying Shares specified in the Deposit Agreement.

(f)                                   No stamp, documentary, issuance, registration, transfer, withholding, capital gains, income or other taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in Norway or to any taxing authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein.

(g)                                  The statements set forth under the heading “Material U.S. Federal Income Tax Considerations” in the Registration Statement or any amendment thereto, to the extent that they relate to matters of U.S. federal income tax law and legal conclusions with respect thereto, other than the statements under the heading “Passive Investment Company Rules” relating to the Company’s status under the U.S. federal income tax rules defining the term “passive foreign investment company”, to the extent that they relate to matters of U.S. federal income tax law and legal conclusions with respect thereto, are accurate and complete in all material respects.

(h)                                 The Selling Shareholder Information in the Registration Statement or any amendment thereof constitutes a fair summary of the matters described therein.

(i)                                     The Selling Shareholder has the power to submit, and pursuant to Section 19(a) has, to the extent permitted by law, legally, validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts, and has the power to designate, appoint and empower, and pursuant to Section 19(c), has legally, validly and effectively designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the Specified Courts.

(j)                                    The Selling Shareholder has no reason to believe that the representations and warranties of the Company contained in Section 1 are not true and correct, is familiar with the Registration Statement, the Time of Sale Prospectus and the Prospectus and has no knowledge of any material fact, condition or information not disclosed in the Time of Sale Prospectus that has had, or may have, a Material Adverse Effect.

(k)                                 (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each of the Registration Statement and the ADR Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated

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therein or necessary to make the statements therein not misleading, (iii) the Registration Statement, the ADR Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each live road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph 2(k) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

(l)                                     (i)  None of the Selling Shareholder or any of its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, affiliate thereof, or other person associated with or acting on behalf of the Selling Shareholder or any of its subsidiaries, is a Person that is, or is owned or controlled by a Sanctioned Person, or located, organized or resident in a Sanctioned Country.

(ii)              The Selling Shareholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A)                               to fund or facilitate any activities or business of or with any Sanctioned Person or in Sanctioned Countries; or

(B)                               in any other manner that will result in a violation of sanctions laws by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii)           For the past five years, the Selling Shareholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Sanctioned Person, or Sanctioned Country, other than such limited telecommunications-related transactions with Sanctioned Countries as are permitted under the terms of the relevant Sanctions (including, without limitation, those transactions disclosed in

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VimpelCom’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015).

(iv)          (a) None of the Selling Shareholder or its subsidiaries, or, to the knowledge of the Selling Shareholder, any director, officer, employee, agent, representative, affiliate thereof, or other person associated with or acting on behalf of the Selling Shareholder has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government Official in order to influence official action, or to any person in violation of any applicable Anti-Corruption Laws; (b) the Selling Shareholder and its subsidiaries have conducted their businesses in compliance with applicable Anti-Corruption Laws and have instituted and maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein and (c) neither the Selling Shareholder nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable Anti-Corruption Laws.

(v)             The operations of the Selling Shareholder and its subsidiaries are and have been conducted at all times in compliance with all applicable Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Shareholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Shareholder, threatened.

(m)                             This Agreement is in proper form under the laws of Norway for the enforcement thereof against the Selling Shareholder, and to ensure the legality, validity, enforceability or admissibility into evidence in Norway of this Agreement.

(n)                                 The courts of Norway would recognize as a valid judgment any final monetary judgment relating to the Agreement obtained against the Selling Shareholder in the courts of the State of New York.

(o)                                 Neither the Selling Shareholder nor any of its subsidiaries nor any of its or their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Norway.  The irrevocable and unconditional waiver and agreement of the Selling Shareholder contained in Section 19(a) not to plead or claim any such immunity in any legal action, suit or proceeding based on this Agreement is valid and binding under the laws of Norway.

(p)                                 The choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of Norway and will be honored by the courts of Norway.

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3.                                      Agreements to Sell and Purchase.  The Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Selling Shareholder at US$ 3.4125  per Security (the “Purchase Price”) the number of Firm Securities set forth in Schedule II hereto opposite the name of such Underwriter.

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholder agrees to sell to the Underwriters the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 21,375,000 Additional Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Additional Securities.  You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement.  Any exercise notice shall specify the number of Additional Securities to be purchased by the Underwriters and the date on which such Securities are to be purchased.  Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities nor later than ten business days after the date of such notice.  On each day, if any, that Additional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional Securities as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Securities.

The Selling Shareholder hereby agrees that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (collectively the “Joint Global Coordinators”) on behalf of the Underwriters, the Selling Shareholder will not, during the period ending 90 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, or Common Shares beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for ADSs or Common Shares; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ADSs or Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of ADSs, Common Shares or such other securities, in cash or otherwise.

The restrictions contained in the preceding paragraph shall not apply to (a) the Securities to be sold hereunder, (b) transactions by the Selling Shareholder relating to ADSs,

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Common Shares or other securities acquired in open market transactions after the completion of the offering of the Securities, (c) transfers by the Selling Shareholder of ADSs, Common Shares or any security convertible into ADSs or Common Shares as a bona fide gift, (d) distributions by the Selling Shareholder of ADSs, Common Shares or any security convertible into ADSs or Common Shares to limited partners or stockholders of the Selling Shareholder, (e) a sale or a contract to sell by the Selling Shareholder of a portion of its remaining ADSs or Common Shares or any security convertible into the Selling Shareholder’s remaining ADSs or Common Shares, in each case, to not more than three purchasers in one or more private placement transactions; provided that in the case of any transfer or distribution pursuant to clause (c), (d) or (e), each donee, distributee or transferee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were the Selling Shareholder, (f) the offering and sale of the Exchangeable Notes or (g) the delivery, if any, of ADSs deliverable upon exchange of Exchangeable Notes.  In addition, the Selling Shareholder agrees that, without the prior written consent of the Joint Global Coordinators on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any ADSs, Common Shares or any security convertible into or exercisable or exchangeable for ADSs or Common Shares, other than demands for the registration of resales of ADSs deliverable upon exchange of Exchangeable Notes.  The Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Securities held by the Selling Shareholder except in compliance with the foregoing restrictions.

4.                                      Terms of Public Offering.  The Selling Shareholder is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in your judgment is advisable.  The Selling Shareholder is further advised by you that the Securities are to be offered to the public initially at $3.50 per Security (the “Public Offering Price”) and to certain dealers selected by you at a price that represents a concession not in excess of $0.04200 per Security under the Public Offering Price.

5.                                      Payment and Delivery.  Payment for the Firm Securities shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 21, 2016 or at such other time on the same or such other date, not later than September 28, 2016 as may be designated in writing by you.  The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Securities shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as may be designated in writing by you.

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The Securities shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be.  The Securities shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters.  The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriters in connection with the transfer of the Securities to the Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by such amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

6.                                      Conditions to the Underwriters’ Obligations.  The several obligations of the Underwriters are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholder herein, to the performance by each of the Company and the Selling Shareholder of its obligations hereunder and to the following conditions:

(a)                                 Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i)                 there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its Significant Subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(ii)              there shall not have occurred any change, or any development that would reasonably be expected to result in a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it,

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in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b)                                 (i) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.  The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(ii)              The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by a director of the Selling Shareholder, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.  The director signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)                                  The Underwriters shall have received on the Closing Date an opinion of Latham & Watkins LLP, U.S. counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A.

(d)                                 The Underwriters shall have received on the Closing Date an opinion of Wakefield Quin Limited, Bermudian counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit B.

(e)                                  The Underwriters shall have received on the Closing Date an opinion of Loyens & Loeff N.V., Dutch counsel for the Company dated the Closing Date, to the effect set forth in Exhibit C.

(f)                                   The Underwriters shall have received on the Closing Date an opinion of Orrick, Herrington & Sutcliffe LLP, U.S. counsel for the Selling Shareholders, dated the Closing Date, to the effect set forth in Exhibit D.

(g)                                  The Underwriters shall have received on the Closing Date an opinion of Advokatfirmaet Thommessen AS, Norwegian counsel for the Selling Shareholder, dated the Closing Date, to the effect set forth in Exhibit E.

The opinions of Latham & Watkins LLP, Wakefield Quin Limited, Loyens & Loeff N.V., Orrick, Herrington & Sutcliffe LLP and Advokatfirmaet Thommessen AS described in Sections 6(c), 6(d), 6(e), 6(f) and 6(g) shall be rendered to the Underwriters at the request of the Company or the Selling Shareholder, as the case may be, and shall so state therein.

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(h)                                 The Underwriters shall have received on the Closing Date an opinion of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters.

(i)                                     The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers Accountants N.V., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(j)                                    The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young Accountants LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(k)                                 The Underwriters shall have received on the date hereof a certificate signed by the Chief Financial Officer of the Company, dated the date hereof, and shall have received on the Closing Date a certificate signed by the Chief Financial Officer of the Company, dated the Closing Date, in form and substance satisfactory to the Underwriters.

(l)                                     The “lock-up” agreements, each substantially in the form of Exhibit F hereto, between you and each of the executive officers of the Company listed on Schedule III hereto, relating to sales and certain other dispositions of Common Shares or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

(m)                             The several obligations of the Underwriters to purchase Additional Securities hereunder are subject to the accuracy of the representations and warrantees of the Company and the Selling Shareholder herein, to the performance by each of the Company and the Selling Shareholder of its obligations hereunder and to delivery to you on the applicable Option Closing Date of the following:

(i)                 certificates, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the respective certificates delivered on the Closing Date pursuant to Sections 6(b)(i) and 6(b)(ii) hereof remain true and correct as of such Option Closing Date;

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(ii)              an opinion of Latham & Watkins LLP, U.S. counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(c) hereof;

(iii)           an opinion of Wakefield Quin Limited, Bermudian counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof;

(iv)          an opinion of Loyens & Loeff N.V., Dutch counsel for the Company, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(e) hereof;

(v)             an opinion of Orrick, Herrington & Sutcliffe LLP, U.S. counsel for the Selling Shareholder, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(f) hereof;

(vi)          an opinion of Advokatfirmaet Thommessen AS, Norwegian counsel for the Selling Shareholder, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(g) hereof;

(vii)       an opinion of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(h) hereof;

(viii)    a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers Accountants N.V., independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(i) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date;

(ix)          a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young Accountants LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(j) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date;

(x)             a certificate dated the Option Closing Date, in form and substance satisfactory to the Underwriters, signed by the Chief Financial Officer of the Company; and

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(xi)          such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Securities to be sold on such Option Closing Date and other matters related to the issuance of such Additional Securities.

7.                                      Covenants of the Company.  The Company covenants with each Underwriter as follows:

(a)                                 To furnish to you, without charge, four signed copies of the Registration Statement (including exhibits thereto and documents incorporated by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto but including documents incorporated by reference) and to furnish to you in New York City, without charge, prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(d) or 7(e) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference and any supplements and amendments thereto or to the Registration Statement as you may reasonably request; provided the Company will be deemed to have furnished such copies of the Registration Statement (including any documents incorporated thereto or any supplements or amendments thereto) to the Underwriters to the extent such documents are filed or furnished on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (or any successor system).

(b)                                 Before amending or supplementing the Registration Statement, the ADR Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c)                                  Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.  Any free writing prospectus prepared, used or referred to by the Company will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act.

(d)                                 If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the

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Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(e)                                  If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(f)                                   To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to taxation or service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.  The Company will promptly advise the Managers of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(g)                                  To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(h)                                 If requested by the Joint Global Coordinators, to prepare or cause to be prepared a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the offering in a form consented to by the Joint Global Coordinators, and to file such final term sheet within the period required by

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Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Securities.

(i)                                     Without the prior written consent of the Joint Global Coordinators, the Company will not, during the Restricted Period, (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or Common Shares or any other securities convertible into or exercisable or exchangeable for ADSs or Common Shares; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ADSs or Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the ADSs, Common Shares or such other securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any ADSs, Common Shares or any securities convertible into or exercisable or exchangeable for ADSs or Common Shares.

The restrictions described in the foregoing sentence shall not apply to (a) the Securities to be sold hereunder, (b) the issuance by the Company of ADSs or Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing (e-mail being sufficient), (c) the delivery, if any, of ADSs deliverable upon exchange of the Exchangeable Notes and registration of the resale thereof (including the filing by the Company of a registration statement on Form F-3 in connection therewith), (d) the filing of any registration statement on Form F-8 in connection with any employee benefit plan described in or contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus or (e) the entry into an agreement providing for the issuance of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, and the issuance of any such securities pursuant to such an agreement, in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of Common Shares issued or issuable pursuant to this clause (e) does not exceed 5% of the number of Common Shares outstanding immediately after the offering of the Securities pursuant to this Agreement and prior to such issuance each recipient of any such securities shall execute and deliver to the Underwriters a “lock-up” agreement substantially in the form of Exhibit F hereto.

8.                                      Covenants of the Selling Shareholder.  The Selling Shareholder covenants with each Underwriter as follows:

(a)                                 To furnish to you a copy of each proposed free writing prospectus and the final term sheet to be prepared by or on behalf of, used by, or referred to by the Selling Shareholder and not to use or refer to any proposed free writing prospectus or final term sheet to which you reasonably object.  Any free writing prospectus prepared, used or

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referred to by the Selling Shareholder will contain only descriptions of the offering or of Securities in the offering within the meaning of Rule 164 under the Securities Act.

(b)                                 The Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

(c)                                  All sums payable by the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties levied or imposed by Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein, unless the deduction or withholding is required by law, in which case the Selling Shareholder shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made.  The Selling Shareholder shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer income, or other similar taxes or duties imposed under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the sale and delivery of the Securities to the Underwriters or purchasers procured by the Underwriters or (iii) the resale and delivery of the Securities by the Underwriters in the manner contemplated herein; provided, however, that no such additional amounts, payments or indemnity shall be required by the Selling Shareholder under this Section 8(c) to the extent that (x) the applicable deduction, withholding or taxes were imposed due to a connection of the Underwriters with the jurisdiction that imposed such deduction, withholding or taxes (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) such amounts are due because of the failure by the underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced such deduction, withholding or taxes.

(d)                                 All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes.  Where the Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Selling Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

9.                                      Expenses.  Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid the following expenses incident to the performance of its obligations under this Agreement: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and

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supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters (other than any transfer or other taxes payable thereon), (iii) the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 7(f) hereof, including filing fees (but such obligation with respect to related fees and expenses of counsel for the Underwriters not to exceed $10,000), (iv) all filing fees in connection with the review and qualification of the offering of the Securities by FINRA, (v) all costs and expenses incident to listing the Securities on the NASDAQ Global Select Market, (vi) the cost of printing certificates representing the Securities, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on a “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the live road show presentations with the prior written approval of the Company (e-mail being sufficient), and travel and lodging expenses of the representatives and officers of the Company and any such consultants, (ix) the document production charges and expenses associated with printing this Agreement, (x) the Underwriters’ travel expenses and other reasonable out-of-pocket expenditures in connection therewith, (xi)  the fees and expenses of Underwriters’ legal counsel (but such obligation with respect to Underwriters’ legal fees and expenses not to exceed $300,000) and (xii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section.  Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Selling Shareholder agrees (i) to pay fees and expenses of Underwriters’ legal counsel to the extent not paid by the Company (but such obligation with respect to Underwriters’ legal fees and expenses not to exceed $300,000, as reduced by any amount paid towards the fees and expenses of legal counsel of the managers of the Exchangeable Note offering by the Selling Shareholder pursuant to the subscription agreement related to such offering) and (ii) to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (A) all transfer or other taxes payable in connection with the transfer and delivery of the Securities to the Underwriters (to the extent such taxes were not fully recovered by a reduction in the Purchase Price pursuant to Section 5) and (B) the fees and expenses of the Selling Shareholder’s legal counsel.

It is understood, however, that except as provided in this Section, Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, the Underwriters will pay all of their costs and expenses, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

10.                               Covenants of the Underwriters.  Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required

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to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

11.                               Indemnity and Contribution.  (a) The Company and the Selling Shareholder, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act and each director, officer, employee, or agent associated with or acting on behalf of each Underwriter and of each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, the ADR Registration Statement or any amendment thereof, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any live road show or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are with respect to the Company and the Selling Shareholder, caused by any such untrue statement or omission or alleged untrue statement or omission based upon Underwriter Information or (ii) with respect to the Company, caused by any such untrue statement or omission or alleged untrue statement or omission based upon the Selling Shareholder Information, in which case the Selling Shareholder shall be solely responsible under this paragraph 11(a). The liability of the Selling Shareholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Securities sold by the Selling Shareholder under this Agreement.

(b)                                 Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Shareholder, the directors of the Company, the officers of the Company who sign the Registration Statement, each person, if any, who controls the Company or the Selling Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Company within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any live road show, or the Prospectus or any

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amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, any live road show, the Prospectus or any amendment or supplement thereto.

(c)                                  In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 11(a) or 11(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing, provided that the failure to notify the indemnifying party shall not relieve the indemnified party from any liability that it may have under Section 11(a) or 11(b) except to the extent that the indemnified party has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure.  The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Selling Shareholder and all persons, if any, who control the Selling Shareholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Joint Global Coordinators.  In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company.  In the case of any separate firm for the Selling Shareholder and such control persons of the Selling Shareholder, such firm shall be designated in writing by the Selling Shareholder.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if

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settled with its consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by, or on behalf of, such indemnified party.

(d)                                 To the extent the indemnification provided for in Section 11(a) or 11(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 11(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 11(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Selling Shareholder and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Securities set forth in the Prospectus.  The relative fault of the Company and the Selling Shareholder on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Shareholder or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Underwriters’ respective obligations to contribute pursuant to this Section 11 are several in proportion to the respective number of Securities they have purchased hereunder, and not joint.  The liability of the Selling Shareholder under the contribution agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Securities sold by the Selling Shareholder under this Agreement.

(e)                                  The Company, the Selling Shareholder and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such

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purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 11(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 11(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 11, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)                                   The indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the Company and the Selling Shareholder contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, any Selling Shareholder or any person controlling any Selling Shareholder, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

12.                               Termination.  The Underwriters may terminate this Agreement by notice given by you to the Company and the Selling Shareholder, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the New York Stock Exchange or the NASDAQ Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States, Bermuda or the Netherlands shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State, Bermudian or Dutch authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in your judgment, is material and adverse and which, individually or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

13.                               Effectiveness; Defaulting Underwriters.  This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

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If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Securities set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter.  If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Securities to be purchased on such date, and arrangements satisfactory to you, the Company and the Selling Shareholder for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholder.  In any such case you, the Company or the Selling Shareholder shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected.  If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate number of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Selling Shareholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Selling Shareholder shall be unable to perform its obligations under this Agreement, the Company and the Selling Shareholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

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14.                               Entire Agreement.  (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Selling Shareholder, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b)                                 Each of the Company and the Selling Shareholder acknowledges that in connection with the offering of the Securities:  (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, the Selling Shareholder or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company and the Selling Shareholder.  Each of the Company and the Selling Shareholder waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

15.                               Counterparts.  This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

16.                               Applicable Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

17.                               Headings.  The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

18.                               Notices.  All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you at the address set forth in Schedule I hereto; and if to the Company shall be delivered, mailed or sent to the address set forth in Schedule I hereto and if to the Selling Shareholder shall be delivered, mailed or sent to the address set forth in Schedule I hereto.

19.                               Submission to Jurisdiction; Appointment of Agents for Service.  (a) Each of the Company and the Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement, the ADR Registration Statement or the offering of the Securities (each, a “Related Proceeding”).  Each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum.

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The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(b)                                 The Company hereby irrevocably appoints CT Corporation, with offices at 111 Eight Avenue, 13th Floor, New York, NY 10011, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent.  The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.  The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

(c)                                  The Selling Shareholder hereby irrevocably appoints CT Corporation System, with offices at 111 8th Avenue, New York, New York 10011, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent.  The Selling Shareholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.  The Selling Shareholder represents and warrants that such agent has agreed to act as the Selling Shareholder’s agent for service of process and the Selling Shareholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

20.                               Judgment Currency.  If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures, the Underwriters could purchase (and remit in New York City) U.S. dollars with such other currency on the business day preceding that on which final judgment is given.  The obligation of each of the Company and the Selling Shareholder in respect of any sum due hereunder shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the business day following its receipt of any sum adjudged to be so due in such other currency, the Underwriters may, in accordance with normal banking procedures, purchase (and remit in New York City) U.S. dollars with such other currency; if the U.S. dollars so purchased and remitted are less

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than the sum originally due to the Underwriters in U.S. dollars, each of the Company and the Selling Shareholder agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the relevant payee against such loss, and if the U.S. dollars so purchased exceed the sum originally due in U.S. dollars, such excess shall be remitted to the Company or the Selling Shareholder, as applicable.

21.                               Taxes.  If any sum payable by the Company under this Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax.

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F-35

F-36

Exhibit 4.1

EXECUTION VERSION

Registration Rights Agreement

September 21, 2016

Morgan Stanley & Co. International plc

J.P. Morgan Securities plc

Citigroup Global Markets Limited

Credit Suisse Securities (Europe) Limited

c/o Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Ladies and Gentlemen:

Telenor East Holding II AS, a company incorporated in the Kingdom of Norway (the “Issuer”), proposes to issue and sell to you (the “Managers”), US$1,000,000,000 in aggregate principal amount of its 0.25 per cent.  Exchangeable Bonds due 2019 (the “Bonds”), which are exchangeable for American Depository Shares (“ADSs”) of VimpelCom Ltd., an exempted company limited by shares organized under the laws of Bermuda (the “Company”), each representing one common share of the Company, nominal value US$0.001 per share, upon the terms set forth in the Subscription Agreement by and among the Issuer and the Managers, dated  September 15, 2016 (the “Subscription Agreement”), relating to the initial placement (the “Initial Placement”) of the Bonds.  In certain circumstances, upon an exchange of Bonds at the option of the holder thereof and upon certain redemptions, the Issuer will be required to deliver cash, ADSs (such ADSs, the “Exchanged ADSs”) or a combination of cash and Exchanged ADSs, at the election of the Issuer.  To induce the Managers and the Issuer to enter into the Subscription Agreement and to satisfy their obligations thereunder, the holders of the Bonds will have the benefit of this registration rights agreement (this “Agreement”) by and among the Issuer, the Company and the Managers whereby the Company agrees with you and the Issuer for your and the Issuer’s benefit and the benefit of the holders from time to time of the Bonds and the Registrable Securities (including the Managers) (each a “Holder” and, collectively, the “Holders”), as follows:

1.                                      Definitions.  As used in this Agreement, the following capitalized defined terms shall have the following meanings:

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“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Adverse Disclosure” shall mean public disclosure of material non-public information that, in the good faith judgment of the Company, (i) would be required to be made in any Shelf Registration Statement filed with the Commission by the Company so that such Shelf Registration Statement or report would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Shelf Registration Statement or report; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“ADSs” shall have the meaning set forth in the preamble hereto.

“Affiliate” shall have the meaning specified in Rule 405 under the Act.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Automatic Shelf Registration Statement” shall mean a Shelf Registration Statement on Form F-3 filed by a Well-Known Seasoned Issuer which shall become effective upon filing thereof.

“Bonds” shall have the meaning set forth in the preamble hereto.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Close of Business” shall mean 5:00 p.m., New York City time, on any Business Day.

“Closing Date” shall mean the date of the first issuance of the Bonds.

“Company” shall have the meaning set forth in the preamble hereto.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“control” shall have the meaning specified in Rule 405 under the Act.

“Deferral Period” shall have the meaning indicated in Section 3(i) hereof.

“Deposit Agreement” means the Deposit Agreement, dated as of March 26, 2010, entered into between the Company and The Bank of New York Mellon and the side letter thereto, dated September 7, 2016, in respect of the restricted depositary arrangement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Exchange Period” shall mean any time from the 41st day after the Closing Date through the close of business on September 6, 2019.

“Exchanged ADSs” shall have the meaning set forth in the preamble hereto.  Unless the context otherwise requires, the terms “Exchanged ADSs” shall each be deemed to include the underlying Common Shares.  If at any time the Deposit Agreement is terminated with no successor arrangement, all references herein to ADSs shall be deemed to be references to any Company securities represented by the ADSs at the time of such termination.

“Final Maturity Date” shall mean September 20, 2019.

“Holder” shall have the meaning set forth in the preamble hereto.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Issuer” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 5(d) hereof.

“Majority Holders” shall mean, on any date, Holders of a majority of the Exchanged ADSs that are registered under the Shelf Registration Statement.

“Managers” shall have the meaning set forth in the preamble hereto.

“Notice and Questionnaire” shall mean a written notice delivered to the Company substantially in the form attached as Annex B to the Terms and Conditions.

“Notice Holder” shall mean, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

“Prospectus” shall mean a prospectus included in the Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Exchanged ADSs covered by the Shelf Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“Registrable Securities” shall mean Exchanged ADSs, if any, deliverable by the Issuer upon exchange or redemption of the Bonds initially sold to the Managers pursuant to the Subscription Agreement, other than such Exchanged ADSs that have (i) been registered under the Shelf Registration Statement and disposed of in accordance therewith, (ii) become eligible to be transferred without condition as contemplated by Rule 144 under the Act, or any successor rule or regulation thereto that may be adopted by the Commission, or otherwise, no longer bear any restrictive legend and have become fungible with the American Depositary Shares issued under any Level 2 or Level 3 American Depositary Share program of the Company then existing or (iii) ceased to be outstanding.

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“Shelf Registration Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 2 hereof which covers some or all of the Exchanged ADSs on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.  References to “Shelf Registration Statement” shall be deemed to mean “Automatic Shelf Registration Statement” if, at the time of its filing, the Company is a Well-Known Seasoned Issuer.

“Subscription Agreement” shall have the meaning set forth in the preamble hereto.

“Terms and Conditions” shall mean the terms and conditions of the Bonds included as Schedule 1 to the Trust Deed on or about the date hereof among the Issuer, Telenor ASA, as guarantor, and Citicorp Trustee Company Limited, as trustee.

“Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 under the Act.

2.                                      Shelf Registration.  (a)  On or prior to the 10th day after the Closing Date, the Company shall file with the Commission a Shelf Registration Statement providing for the registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities, pursuant to Rule 415 under the Act or any similar rule that may be adopted by the Commission and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to the 50th day after the Closing Date.

(b)                                 The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement becomes effective or is declared effective by the Commission, as the case may be, to and including the date upon which there are no Registrable Securities outstanding.  The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of Registrable Securities not being able to offer and sell such Registrable Securities at any time during the Shelf Registration Period, unless such action is (i) (x) required by applicable law, regulation, court order or other similar legal process or (y) otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets or any other material transactions or developments, in each case that would require the Company to make an Adverse Disclosure and (ii) permitted by Section 3(i) hereof (actions complying with each of clause (i) and (ii), an “Allowed Delay”).

(c)                                  The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects

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with the applicable requirements of the Act and (ii) not to contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d)                                 Each Holder, in order to be named in the Shelf Registration Statement and to be permitted to sell its Registrable Securities under the Shelf Registration Statement, will be required to deliver a Notice and Questionnaire (which shall include an agreement by such Holder to be bound by all of the provisions of this Agreement applicable to such Holder) and such other information as the Company may reasonably request in writing, if any, to the Company.  Any Holder submitting such documentation at least five Business Days prior to the anticipated effective date of the Shelf Registration Statement shall be named in the Shelf Registration Statement at the time of its initial effectiveness.

(e)                                  From and after the effective date of the Shelf Registration Statement, the Company shall use its commercially reasonable efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five Business Days after such date, (i) if required by applicable law, to file with the Commission a post-effective amendment to the Shelf Registration Statement or if required by applicable law, to file a supplement to the Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Act as promptly as is practicable; (ii) provide such Holder, upon request, electronic copies of any documents filed pursuant to Section 2(e)(i) hereof and (iii) notify such Holder as promptly as practicable after the effectiveness under the Act of any post-effective amendment filed pursuant to Section 2(e)(i) hereof; provided, however, that the Company shall have no obligation to provide copies of the materials described in this clause or notice of effectiveness so long as copies of such materials or notices are made publicly available by the Company on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”); provided, further, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above promptly upon expiration of the Deferral Period in accordance with Section 3(i) hereof.  Notwithstanding the foregoing, (x) during the period from (i) the date the Shelf Registration Statement is initially effective to (ii) (A) the date falling 90 days before the Final Maturity Date or (B) the date upon which a notice of redemption of the Bonds is given by the Issuer and (y) during the period commencing 90 days after the completion of the Exchange Period or the redemption date for the Bonds, the Company will not be required to file more than one prospectus supplement or post-effective amendment in each fiscal quarter, with such filing (to the extent required) to be made within five Business Days of publication of the Company’s quarterly earnings release. Between the periods described in clauses (x) and (y) of the preceding sentence, the limit on filings described in that sentence will not apply.  The Company will not under any circumstances be required to file more than one

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amendment or supplement at any time in respect of any particular individual Holder of Registrable Securities ADSs within any 30-day period, however.

3.                                      Registration Procedures.  The following provisions shall apply in connection with the Shelf Registration Statement.

(a)                                 The Company shall:

(i)                                     furnish to the Managers, the Issuer, their respective counsels if so requested, and counsel to the Notice Holders, not less than three Business Days prior to the filing thereof with the Commission, an electronic copy of the Shelf Registration Statement and each amendment thereto and each amendment or supplement, if any, to the Prospectus (other than amendments and supplements that do nothing more than name Notice Holders and provide information with respect thereto in the form provided by the Notice Holders and other than filings by the Company under the Exchange Act) and shall use its commercially reasonable efforts to reflect in each such document all reasonable changes thereto suggested by counsel to the Notice Holders (as determined by the Company in good faith), when so filed with the Commission; and

(ii)                                  include information regarding the Notice Holders and the methods of distribution they have elected for their Registrable Securities in the form such information is provided to the Company in Notices and Questionnaires, as clarified by the Company to the extent necessary.

(b)                                 [Reserved.]

(c)                                  The Company shall advise the Issuer, the Managers and the Notice Holders (which notice shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(i)                                     of any request by the Commission for any amendment or supplement to the Shelf Registration Statement or the Prospectus;

(ii)                                  of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the institution or threatening of any proceeding for that purpose;

(iii)                               of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchanged ADSs included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and

(iv)                              of the happening of any event that requires any change in the Shelf Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

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(d)                                 The Company shall use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration Statement or the qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as possible the withdrawal thereof.

(e)                                  Upon request, the Company shall furnish, in electronic or physical form, to each Notice Holder, (i) one copy of the Shelf Registration Statement and any post-effective amendment thereto, and (ii) if a Notice Holder so requests in writing, copies of materials incorporated therein by reference and/or included as exhibits thereto (including exhibits incorporated by reference therein); provided, however, that the Company shall have no obligation to furnish copies of the materials described in this clause (e) so long as copies of such materials are made publicly available by the Company on EDGAR.

(f)                                   During the Shelf Registration Period, the Company shall promptly deliver to the Issuer, the Managers and each Notice Holder, without charge, as many copies of the Prospectus (including the preliminary Prospectus, if any) included in the Shelf Registration Statement and any amendment or supplement thereto as any such person may reasonably request; provided, however, that the Company shall have no obligation to furnish copies of the materials described in this clause (f) so long as copies of such materials are made publicly available by the Company on EDGAR.  The Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the foregoing in connection with the offering and sale of the Registrable Securities.

(g)                                  Prior to any offering of Registrable Securities pursuant to the Shelf Registration Statement, the Company shall arrange for the qualification of the Registrable Securities for sale under the laws of such U.S. jurisdictions as any Notice Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Company be obligated by this Agreement to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement or any offering pursuant to the Shelf Registration Statement, in any jurisdiction where it is not then so subject.

(h)                                 Subject to the existence of an Allowed Delay, upon the occurrence of any event contemplated by subsection (c) above, the Company shall promptly (or within the time period provided for by Section 3(i) hereof, if applicable) prepare and file a post-effective amendment to the Shelf Registration Statement or an amendment or supplement to the Prospectus or file any other required document so that, as thereafter delivered to subsequent purchasers of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(i)                                     Upon the occurrence or existence of any pending corporate development, public filings with the Commission or any other material event that, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the Prospectus, the Company shall give notice (without notice of the nature or details of such events) to the Notice Holders that the availability of the Shelf Registration Statement is suspended and, upon receipt of any such notice, each Notice Holder agrees not to sell any

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Registrable Securities pursuant to the Shelf Registration Statement until such Notice Holder receives copies of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing (email shall suffice) by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus; provided, however, that the Company shall have no obligation to furnish copies of the materials described in this clause (i) so long as copies of such materials are made publicly available by the Company on EDGAR .  The Company undertakes to limit the period during which the availability of the Shelf Registration Statement and any Prospectus is suspended (the “Deferral Period”) to as short a period as is reasonably possible, which period shall not in any case exceed 45 days in any 90 day period or 90 days in any 12-month period.

(j)                                    The Company may require each Holder of Registrable Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement.  The Company may exclude from the Shelf Registration Statement the Registrable Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(k)                                 No later than 10 Business Days following the first anniversary of the Final Maturity Date, the Company shall (i) use commercially reasonable efforts to cause the legend referenced in Annex A of the Terms and Conditions to be removed from each Exchanged ADS and (ii) take such other reasonable and practicable actions, subject to any securities laws or other legal or regulatory restrictions on transfer outside of the control of the Company, as may otherwise be required to cause all of the Exchanged ADSs to be freely tradable without restriction on a fungible basis with the American Depositary Shares issued under any Level 2 or Level 3 American Depositary Share program of the Company then existing.

4.                                      Registration Expenses.  The Issuer shall bear and promptly reimburse the Company, upon submission of reasonably detailed Company invoices (including, in the case of invoices for external counsel, a reasonably detailed summary of the work performed), together with proof of payments underlying such invoices, as applicable, for all reasonable expenses incurred in connection with the performance of the Company’s obligations under Sections 2, 3 and 7 hereof (including, for the avoidance of doubt, any required SEC filing fees and the reasonable fees and expenses of outside legal counsel incurred by the Company (which will initially be Latham & Watkins LLP)) and shall reimburse the Holders (through direct payment thereof to counsel) for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cleary Gottlieb Steen & Hamilton LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith; provided, however, that (a) the aggregate amount that the Issuer shall be required to reimburse or pay to counsel to the Holders under this Section 4 shall not exceed US$500,000, (b) neither the Issuer nor the Company shall have any obligation to pay, any transfer taxes attributable to the sale of such Registrable Securities, or any fees and expenses of any Broker-Dealer or other financial intermediary engaged by any Holder, and (c) from and after the Final Maturity Date, the Issuer shall reimburse the Company as set forth above for an aggregate amount of up to US$400,000 of expenses incurred subsequent to

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such date; thereafter, all such expenses (other than expenses of Holders’ counsel, for which the Company will not be responsible, and which Issuer shall continue, subject to the maximum reimbursable amount set forth in clause (a), to bear) shall be borne by the Company.  Notwithstanding the foregoing, in the event the Company submits invoices to the Issuer for internal costs and expenses related to the performance of the Company’s obligations under Sections 2, 3 and 7 hereof, it shall provide the Issuer with a reasonable description of how such costs and expenses were derived.

5.                                      Indemnification and Contribution.  (a)  The Company agrees (i) to indemnify and hold harmless each Holder of Exchanged ADSs covered by the Shelf Registration Statement and the directors, officers, employees, Affiliates and authorized agents of each such Holder and each person who controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading and, subject to Section 5(c) hereof, (ii) to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the party claiming indemnification specifically for inclusion therein.  This indemnity agreement shall be in addition to any liability that the Company may otherwise have to the indemnified party.

(b)                                 Each Holder of securities covered by the Shelf Registration Statement (including each Manager that is a Holder, in such capacity) severally and not jointly agree to indemnify and hold harmless the Company, the Company’s directors, officers, employees, Affiliates and authorized agents and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity.  This indemnity agreement shall be acknowledged by each Notice Holder that is not a Manager in such Notice Holder’s Notice and Questionnaire and shall be in addition to any liability that any such Notice Holder may otherwise have.

(c)                                  Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in

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writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it has been materially prejudiced through the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. If any action shall be brought against an indemnified party and it shall have notified the indemnifying party thereof, the indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice (provided that the indemnifying party shall not select counsel that a reasonable person would find inadequate), at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel.  Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) counsel chosen by the indemnifying party to represent the indemnified party rejects such representation because it would present such counsel with a conflict of interest (provided that, in such case, the indemnifying party shall be entitled to appoint an alternative counsel of the indemnifying party’s choice pursuant to the provisions described in the foregoing sentence); (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded pursuant to a written opinion from counsel that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all indemnified persons.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

(d)                                 In the event that the indemnity provided in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Shelf Registration Statement which resulted in such Losses.  If the allocation provided by the

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immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by Holders shall be deemed to be equal to the value of receiving Exchanged ADS registered under the Act.  Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 5, each person who controls a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Shelf Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

(e)                                  The provisions of this Section 5 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the indemnified persons referred to in this Section 5, and shall survive the sale by a Holder of securities covered by the Shelf Registration Statement.

6.                                      No Inconsistent Agreements.  Neither the Company nor the Issuer has entered into, and each agrees not to enter into, any agreement with respect to its securities that is inconsistent with the registration rights granted to the Holders herein.

7.                                      Rule 144A and Rule 144.  So long as any Registrable Securities remain outstanding, the Company shall use its commercially reasonable efforts to file the reports required to be filed by it under Rule 144A(d)(4) under the Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales of such Holder’s Registrable Securities pursuant to Rules 144 and 144A of the Act.  So long as any Registrable Securities remain outstanding and the Company maintains a Level 2 or Level 3 American Depositary Share program, the Company shall use its commercially reasonable efforts to maintain the Deposit Agreement on terms substantially equivalent to those of the deposit agreement governing its Level 2 or Level 3 program, save as to transfer restrictions and related procedures.

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8.                                      Listing.  So long as any Registrable Securities are outstanding, the Company shall use its commercially reasonable efforts to maintain the approval of the Exchanged ADSs for listing on the Nasdaq Global Select Market or such other U.S. national or foreign stock exchange.

9.                                      Amendments and Waivers.  The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Holders of a majority of the Registrable Securities (including holders of the Bonds, considering each such holder to hold the maximum number of Registrable Securities issuable in respect of its Bonds); provided that, with respect to any matter that directly or indirectly affects the rights of the Managers hereunder, the Company shall obtain the written consent of the Managers against which such amendment, qualification, modification, supplement, waiver or consent is to be effective; provided, further, that provided, further, that the provisions of this Section 9 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of the Managers and each Holder.

10.                               Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier, email or air courier guaranteeing overnight delivery:

(a)                                 if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of the Notice and Questionnaire;

(b)                                 if to the Managers:

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Attention: Equity Syndicate Desk, with a copy to the Legal Department

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Fax: (212) 622-8358

Attention:  Equity Syndicate Desk

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Fax: 1-646-291-1469

Attention: General Counsel

Credit Suisse Securities (USA) LLC Eleven Madison Avenue

New York, New York 10010-3629

Facsimile: (212) 325-4296

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Attention: LCD-IBCM;

(c)                                  if to counsel for the Managers and/or the Holders:

Cleary Gottlieb Steen & Hamilton LLP

City Place House, 55 Basinghall Street

London EC2V 5EH, England

ATTN:  David I. Gottlieb, Esq.

(d)                                 if to the Issuer:

Telenor East Holding II AS

c/o Telenor ASA

Snarøyveien 30

N-1360 Fornebu

Norway

Attn:  Group Legal; and

(e)                                  if to the Company:

The Rock Building, Claude Debussylaan 88, 1082 MD, Amsterdam, the

Netherlands

Attn: Group General Counsel

All such notices and communications shall be deemed to have been duly given when received.

The Issuer, the Managers or the Company by written notice to the other parties may designate additional or different addresses for subsequent notices or communications.

Notwithstanding the foregoing, notices given to Holders (i) holding Bonds or Registrable Securities in book-entry form may be given through the facilities of Euroclear Bank S.A./N.V. or Clearstream Banking, societe anonyme, as applicable, or any successor thereto, so long as the ADSs are held by a common depository for such agencies and (ii) may be given by e-mail at the e-mail address provided by such Holder in the Notice and Questionnaire.

11.                               Remedies.  Each Holder will be entitled to specific performance of its rights under this Agreement.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by them of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense that a remedy at law would be adequate.

12.                               Successors.  This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders, and the indemnified

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persons referred to in Section 5 hereof.  The Company and the Issuer hereby agree to extend the benefits of this Agreement to any Holder, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

13.                               Counterparts.  This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

14.                               Headings.  The section headings used herein are for convenience only and shall not affect the construction or interpretation hereof.

15.                               Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.  The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

16.                               Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

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[Signature Page to Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

[Signature Page to Registration Rights Agreement]