AGM Report on the Results of the Vote

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 6-K

 

Report of Foreign Issuer

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

the Securities Exchange Act of 1934

 

For the month of July 2005

 

Commission File Number 1-14522

 


 

Open Joint Stock Company

“Vimpel-Communications”

(Translation of registrant’s name into English)

 

10 Ulitsa 8-Marta, Building 14, Moscow, Russian Federation 127083

(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  ¨

 

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):             .

 

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):             .

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes  ¨    No  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .

 


 

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.

 

        OPEN JOINT STOCK COMPANY
       

“VIMPEL-COMMUNICATIONS”


        (Registrant)
Date:  

July 4, 2005


  By:  

/s/ Alexander V. Izosimov


        Name:   Alexander V. Izosimov
        Title:   Chief Executive Officer and General Director


REPORT ON THE RESULTS OF THE VOTE

of the Annual General Shareholders Meeting

of Open Joint Stock Company “Vimpel-Communications”

10 Ulitsa 8 Marta, bldg. 14, Moscow, 127083, Russian Federation

 

(Protocol No 36 of June 22, 2005)

 

The Annual General Shareholders Meeting (hereinafter, the “Annual General Meeting” or the “Meeting”) of Open Joint Stock Company “Vimpel-Communications” (hereinafter, “VimpelCom” or the “Company”) was held on June 22, 2005 by the decision of the Board of Directors of the Company made on April 22, 2005.

 

The Annual General Meeting was conducted in form of a meeting with an option to vote on agenda items by sending to the Company the completed voting ballots.

 

The Meeting was held at 10 Ulitsa 8 Marta, bldg. 14, Moscow, Russian Federation.

 

The total number of votes held by the shareholders that participated in the Meeting was 43,915,680 constituting 76.10% of the total number of votes held by the Shareholders – holders of the voting stock. There were no invalid ballots.

 

The Meeting had a quorum.

 

Chairman of the Meeting – Chairman of the Board of Directors – Mr. J. Lunder.

 

Secretary of the Meeting – Secretary of the Board of Directors – Ms. K. Dashko.

 

The agenda of the Meeting:

 

1. Approval of the 2004 VimpelCom Annual Report;

 

2. Approval of VimpelCom’s accounting statements, including Profit and Loss Statement for 2004 (prepared in accordance with Russian statutory accounting principles);

 

3. Allocation of profits and losses resulting from 2004 operations including non-payment of dividends to holders of common registered shares and payment of dividends to holders of preferred registered shares of type A;

 

4. Election of the Board of Directors;

 

5. Approval of the amended and restated Procedural Regulations of the Board of Directors;

 

6. Election of the Audit Commission;

 

7. Approval of external auditors;

 

8. Approval of reorganization of VimpelCom through statutory merger of CJSC “Extel” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “Extel”;

 

9. Approval of reorganization of VimpelCom through statutory merger of CJSC “Sotovaya Company” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “Sotovaya Company”;

 

10. Approval of reorganization of VimpelCom through statutory merger of CJSC “StavTeleSot” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “StavTeleSot”;

 

11. Approval of reorganization of VimpelCom through statutory merger of CJSC “Vostok-Zapad Telecom” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “Vostok-Zapad Telecom”;

 

12. Approval of reorganization of VimpelCom through statutory merger of OJSC “Orensot” into VimpelCom and of the Merger Agreement between VimpelCom and OJSC “Orensot”;

 

13. Approval of reorganization of VimpelCom through statutory merger of OJSC “Beeline-Samara” into VimpelCom and of the Merger Agreement between VimpelCom and OJSC “Beeline-Samara”; and

 

14. Approval of reorganization of VimpelCom through statutory merger of OJSC “Dal Telecom International” into VimpelCom and of the Merger Agreement between VimpelCom and OJSC “Dal Telecom International”.


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

 

Item No 1: Approval of the 2004 VimpelCom Annual Report.

 

The results of the vote on the first item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

        For        


 

    Against    


 

    Abstained    


42,706,733

  1,726   445,974

 

The decision taken:

 

To approve the 2004 VimpelCom Annual Report.

 

Item No 2: Approval of VimpelCom’s accounting statements, including Profit and Loss Statement for 2004 (prepared in accordance with Russian statutory accounting principles).

 

The results of the vote on the second item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

        For        


 

    Against    


 

    Abstained    


42,703,831

  3,424   448,282

 

The decision taken:

 

To approve VimpelCom’s 2004 accounting statements, including profit and loss statement (prepared in accordance with Russian statutory accounting principles) audited by Rosexpertiza, LLC.

 

Item No 3: Allocation of profits and losses resulting from 2004 operations including non-payment of dividends to holders of common registered shares and payment of dividends to holders of preferred registered shares of type A.

 

The results of the vote on the third item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

2


Quorum is present.

 

        For        


 

    Against    


 

Abstained


42,433,088

  140,356   582,001

 

The decision taken:

 

To not pay annual dividends to holders of common registered shares based on 2004 results; to pay annual dividends to holders of preferred registered shares of Type A based on 2004 results in the amount of 0.1 kopeck per share within 60 days from the date of the adoption of this decision; and to invest the remaining profits resulting from 2004 operating results into the business.

 

Item No 4: Election of the Board of Directors.

 

The results of the vote on the fourth item:

 

Note: Cumulative voting procedure.

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 395,240,364.

 

Quorum is present.

 

Name of nominee proposed to be elected

to the Board of Directors


   Number of
votes cast for
each
nominee


1.      Mikhail Fridman

   33,358,718

2.      Arve Johansen

   39,383,208

3.      Pavel V. Kulikov

   33,358,718

4.      Jo Lunder

   39,383,203

5.      Alexey M. Reznikovich

   33,358,718

6.      Alex Sozonoff

   3,502,511

7.      Terje Thon

   5,383,999

8.      Henrik Torgersen

   39,383,207

9.      Natalia Tsukanova

   33,358,718

10.    Peter Watson

   33,358,614

11.    David J. Haines

   33,358,667

12.    Fridtjof Rusten

   39,383,155

 

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

 

The decision taken:

 

To elect the following members to the Board of Directors: Mikhail M. Fridman, Arve Johansen, Pavel V. Kulikov, Jo Lunder, Alexey M. Reznikovich, Henrik Torgersen, Natalia Tsukanova, David J. Haines and Fridtjof Rusten.

 

3


Item No 5: Approval of the amended and restated Procedural Regulations of the Board of Directors.

 

The results of the vote on the fifth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

        Against        


 

    Abstained    


26,962,547

  15,860,098   754,035

 

The decision taken:

 

To approve the amended and restated Procedural Regulations of the Board of Directors.

 

Item No 6: Election of the Audit Commission.

 

The results of the vote on the sixth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,313,176

  1,542   1,600,878

 

The decision taken:

 

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

 

Item No 7: Approval of external auditors.

 

The results of the vote on the seventh item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,419,407

  1,845   730,302

 

4


The decision taken:

 

To approve the firm Ernst & Young (CIS) Ltd. as the auditor of the Company’s U.S. GAAP accounts and the firm Rosexpertiza, LLC as the auditor of the Company’s accounts prepared in accordance with Russian statutory accounting principles for the term until the annual general meeting of shareholders based on 2005 results.

 

Item No 8: Approval of reorganization of VimpelCom through statutory merger of CJSC “Extel” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “Extel”

 

The results of the vote on the eighth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,290,528

  202,204   745,240

 

The decision taken:

 

To approve the reorganization of VimpelCom through the statutory merger of CJSC “Extel” into VimpelCom and to approve the Merger Agreement between VimpelCom and CJSC “Extel”.

 

Item No 9: Approval of reorganization of VimpelCom through statutory merger of CJSC “Sotovaya Company” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “Sotovaya Company”.

 

The results of the vote on the ninth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,197,766

  202,308   745,190

 

The decision taken:

 

To approve the reorganization of VimpelCom through the statutory merger of CJSC “Sotovaya Company” into VimpelCom and to approve the Merger Agreement between VimpelCom and CJSC “Sotovaya Company”.

 

5


Item No 10: Approval of reorganization of VimpelCom through statutory merger of CJSC “StavTeleSot” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “StavTeleSot”.

 

The results of the vote on the tenth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,196,523

  202,333   748,208

 

The decision taken:

 

To approve the reorganization of VimpelCom through the statutory merger of CJSC “StavTeleSot” into VimpelCom and to approve the Merger Agreement between VimpelCom and CJSC “StavTeleSot”.

 

Item No 11: Approval of reorganization of VimpelCom through statutory merger of CJSC “Vostok-Zapad Telecom” into VimpelCom and of the Merger Agreement between VimpelCom and CJSC “Vostok-Zapad Telecom”.

 

The results of the vote on the eleventh item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,195,289

  202,313   748,208

 

The decision taken:

 

To approve the reorganization of VimpelCom through the statutory merger of CJSC “Vostok-Zapad Telecom” into VimpelCom and to approve the Merger Agreement between VimpelCom and CJSC “Vostok-Zapad Telecom”.

 

Item No 12: Approval of reorganization of VimpelCom through statutory merger of OJSC “Orensot” into VimpelCom and of the Merger Agreement between VimpelCom and OJSC “Orensot”.

 

The results of the vote on the twelfth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

6


Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,188,377

  202,288   748,486

 

The decision taken:

 

To approve the reorganization of VimpelCom through the statutory merger of OJSC “Orensot” into VimpelCom and to approve the Merger Agreement between VimpelCom and OJSC “Orensot”.

 

Item No 13: Approval of reorganization of VimpelCom through statutory merger of OJSC “Beeline-Samara” into VimpelCom and of the Merger Agreement between VimpelCom and OJSC “Beeline-Samara”.

 

The results of the vote on the thirteenth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,186,876

  202,063   748,236

 

The decision taken:

 

To approve the reorganization of VimpelCom through the statutory merger of OJSC “Beeline-Samara” into VimpelCom and to approve the Merger Agreement between VimpelCom and OJSC “Beeline-Samara”.

 

Item No 14: Approval of reorganization of VimpelCom through statutory merger of OJSC “Dal Telecom International” into VimpelCom and of the Merger Agreement between VimpelCom and OJSC “Dal Telecom International”.

 

The results of the vote on the fourteenth item:

 

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

 

The number of votes held by persons who participated in the Meeting and voted on this Item, is 43,915,680.

 

Quorum is present.

 

            For            


 

    Against    


 

    Abstained    


42,186,639

  202,225   748,236

 

7


The decision taken:

 

To approve the reorganization of VimpelCom through the statutory merger of OJSC “Dal Telecom International” into VimpelCom and to approve the Merger Agreement between VimpelCom and OJSC “Dal Telecom International”.

 

In accordance with Art. 56(1) of the Federal Law “On Joint Stock Companies” ZAO National Registry Company (located at: 6 Veresaeva Str., Moscow 121357) was charged with the functions of the Counting Commission. The following authorized persons are members of the Counting Commission formed by ZAO National Registry Company (Order No. 177 dated June 16, 2005): Kuzin Maxim Yevgenyevich (chairman), Nikitin Andrey Nikolaevich (secretary), and Tatarintseva Olga Vitalyevna (member).

 

Chairman of the Meeting  

/s/ Jo Lunder


    Jo Lunder
Secretary of the Meeting  

/s/ Karina Dashko


Karina Dashko

June 22, 2005    

 

8