Fabio Ceccarelli
Financial Controller
Weather Investments II S.à r.l.
12 Rue Guillaume Kroll
L-1882 Luxembourg
Grand Duchy of Luxembourg
+352 (62) 12 33 720
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CUSIP No. G9360W 107
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weather Investments II S.à r.l.
000-00-0000
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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||
3
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|
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Grand Duchy of Luxembourg
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
305,803,396 common shares
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BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
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8
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SHARED VOTING POWER
0
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WITH
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9
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SOLE DISPOSITIVE POWER
305,803,396 common shares
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,803,396 common shares
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||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.78% of outstanding common shares(1)
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14
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TYPE OF REPORTING PERSON
HC, CO
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CUSIP No. G9360W 107
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marchmont Limited
000-00-0000
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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|||
3
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|
|||
4
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SOURCE OF FUNDS
OO, AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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|||
NUMBER OF SHARES
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7
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SOLE VOTING POWER
0 common shares (excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
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||
BENEFICIALLY OWNED BY
EACH REPORTING
|
8
|
SHARED VOTING POWER
0 common shares
|
||
PERSON
WITH
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9
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SOLE DISPOSITIVE POWER
0 common shares (excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
|
||
10
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SHARED DISPOSITIVE POWER
0 common shares
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 common shares
Marchmont Limited expressly disclaims beneficial ownership of the 305,803,396 common shares beneficially owned by Weather Investments II S.à r.l.
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
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|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% of outstanding common shares
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|||
14
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TYPE OF REPORTING PERSON
HC, CO
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CUSIP No. G9360W 107
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
February Private Trust Company (Jersey) Limited, as Trustee of the Marchmont Trust
000-00-0000
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
|||
3
|
|
|||
4
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SOURCE OF FUNDS
OO, AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
0 common shares(excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
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||
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
|
8
|
SHARED VOTING POWER
0 common shares
|
||
WITH
|
9
|
SOLE DISPOSITIVE POWER
0 common shares (excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
|
||
10
|
SHARED DISPOSITIVE POWER
0 common shares
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 common shares
February Private Trust Company (Jersey) Limited expressly disclaims beneficial ownership of the 305,803,396 common shares beneficially owned by Weather Investments II S.à r.l.
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% of outstanding common shares
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|||
14
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TYPE OF REPORTING PERSON
HC, CO
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“if France Telecom’s call option under the MobiNil Shareholders Agreement has not been exercised prior to the Spin-off Plan Outside Date, VimpelCom shall make a further additional cash payment of U.S.$170 million as further additional consideration on the business day following the Spin-off Plan Outside Date”; and
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“On January 31, 2012, the SSEA was amended to extend the Spin-off Plan A Outside Date, as defined therein, to March 17, 2012.”
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99.1*
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Joint Filing Agreement.
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99.2.*
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Loan Note Agreement issued by Weather Investments II S.à r.l., dated as of April 14, 2011.
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99.3.*
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Amended and Restated Share Sale and Exchange Agreement by and among VimpelCom Ltd., Wind Telecom S.p.A., Weather Investments II S.à r.l. and certain Shareholders of Wind Telecom S.p.A.
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99.4.*
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Share Sale and Exchange Agreement by and between Dosantos Investments S.à r.l. and Weather Investments II S.à r.l., dated as of April 14, 2011.
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99.5.*
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Share Sale and Exchange Agreement by and between TNT Holding S.à r.l. and Weather Investments II S.à r.l., dated as of April 14, 2011.
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99.6.*
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Acknowledgment Letter signed by Dosantos and countersigned by VimpelCom Ltd. and Weather Investments II S.à r.l
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99.7.*
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Acknowledgment Letter signed by TNT Holding S.à r.l. and countersigned by VimpelCom Ltd. and Weather Investments II S.à r.l
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99.8.*
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Lock-up Agreement by and between VimpelCom Ltd. and Weather Investments II S.à r.l.
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99.9.*
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Share Escrow Agreement among VimpelCom Ltd. and Weather Investments II S.à r.l. and Citibank, N.A., as Escrow Agent.
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99.10.*
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Registration Rights Agreement between VimpelCom Ltd. and Weather Investments II S.à r.l.
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99.11.*
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Alternative Payment Agreement by and between VimpelCom Ltd. and Weather Investments II S.à r.l.
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99.12.*
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Spin-off Plans: Step plans OTH and Wind Italy, dated December 20, 2010.
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99.13.*
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February 28, 2011 letter of undertakings from Weather II.
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*
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Previously filed as an Exhibit to Vimpelcom’s Initial Schedule 13D filed with the Commission on April 22, 2011.
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