Empresas y finanzas

Telenor Wins New York Arbitration against Alfa - Alfa Ordered to Sell Kyivstar Shares or Divest Itself of Competing Assets



    Telenor has today won a New York arbitration proceeding against
    Alfa Group subsidiary Storm LLC in connection with Storm's violations
    of the Shareholders Agreement relating to the parties' joint
    investment in Ukrainian mobile operator Kyivstar G.S.M. Among other
    things, the arbitration tribunal has ordered Alfa to sell its Kyivstar
    shares within 120 days to an unaffiliated entity or divest itself of
    its holdings in competing Ukrainian wireless operators Turkcell and
    Ukrainian High Technologies above 5%.

    The three-member arbitration tribunal today issued an arbitration
    award which held that Alfa subsidiary Storm has breached and continues
    to breach the Kyivstar Shareholders Agreement by:

    -- failing to appoint candidates for election to the Kyivstar
    Board and failing to cause Storm-nominated Board members to
    attend Board meetings;

    -- failing to attend Kyivstar shareholders meetings;

    -- owning or controlling, directly or indirectly through
    affiliates, more than 5% of the shares of Turkcell and
    Ukrainian High Technologies, which are competing wireless
    telecom operators in Ukraine; and

    -- by failing to settle any and all disputes relating to the
    Kyivstar Shareholders Agreement by arbitration.

    The tribunal's award orders Alfa subsidiary Storm to (a) organize
    its Kyivstar shareholding so that it can nominate four candidates for
    election to the Kyivstar Board, (b) take all steps necessary to elect
    its candidates to the Kyivstar Board and ensure they attend all future
    Kyivstar Board meetings and participate in good faith in the direction
    and management of Kyivstar's business, (c) attend all Kyivstar
    shareholders meetings, (d) take steps to cause Kyivstar's charter to
    be amended to conform to applicable Ukrainian law and the Kyivstar
    Shareholders Agreement, and (e) within 120 days, sell its Kyivstar
    shares to a person other than a Storm affiliate unless prior to that
    time Storm and its affiliates divest their shareholdings in Turkcell
    and Ukrainian High Technologies that exceed 5%.

    In addition, the tribunal has enjoined Storm and anyone acting in
    concert with it from (i) pursuing any litigation in Ukraine relating
    in any way to the Kyivstar Shareholders Agreement, including any
    existing litigation, (ii) attempting to enforce certain Ukrainian
    court orders and (iii) taking any action to prevent Telenor and Ernst
    & Young from exercising their rights under the Kyivstar Shareholders
    Agreement or other agreements with Kyivstar

    Telenor commenced the arbitration proceeding, which is governed by
    the UNCITRAL (United Nations Commission on International Trade Law)
    arbitration rules, in February 2006. Both Telenor and Alfa had agreed
    in the Kyivstar Shareholders Agreement to resolve any disputes in such
    an arbitration proceeding.

    "We are delighted with this outcome," said Telenor Executive Vice
    President and Head of Central and Eastern Europe, Jan Edvard Thygesen.
    "Alfa began violating the Kyivstar Shareholders Agreement just over
    one year after signing it. Our sole objective in bringing this
    proceeding has been to defend our investment in Kyivstar and our
    rights under the Shareholders Agreement, force Alfa to comply with the
    agreement it signed. We are particularly pleased that the tribunal has
    ordered Alfa to divest itself of its interests in competing Ukrainian
    mobile operators or sell its shares in Kyivstar within 120 days, and
    has ordered Alfa to stop interfering with Kyivstar's ability to have
    its financial statements audited by Ernst & Young. The tribunal's
    award marks the beginning of the restoration of corporate governance
    in Kyivstar."

    Telenor also announced it has applied to the United States
    District Court for the Southern District of New York to confirm the
    arbitration award so that Telenor can begin to enforce it against
    Alfa. "We will seek to enforce this award wherever Alfa has assets,
    including in Ukraine," said Thygesen. "We are confident Ukraine will
    comply with its international treaty obligations and its own laws
    concerning enforcement of such arbitration awards."

    Telenor is the majority owner of Kyivstar, holding 56.5% of the
    shares, while Storm holds a 43.5% interest.