SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GOLDEN TELECOM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
38122G107
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(CUSIP Number)
CHRISTINE TOURNEY
FIRST NIS REGIONAL FUND SICAV
C/O BANK OF BERMUDA LUXEMBOURG
13 RUE GOETHE
LUXEMBOURG
+35-2-40-46-46-1
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 19, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST NIS REGIONAL FUND SICAV
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
723,906*
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
723,906*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,906*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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14 TYPE OF REPORTING PERSON
OO - PRIVATE INSTITUTIONAL FUND
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*See Instructions to Schedule 13D
**See Items 5 and 6 below
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BPEP MANAGEMENT (UK) LTD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
723,906*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
723,906*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE*
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,906*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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14 TYPE OF REPORTING PERSON
OO - PRIVATE LIMITED COMPANY
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*See Instructions to Schedule 13D
**See Items 5 and 6 below
ITEM 1. Security and Issuer
-------------------
This Amendment No. 1 amends and supplements the Schedule 13D
originally filed on May 21, 2001 by First NIS Regional Fund ("First NIS
Fund") and BPEP Management (UK) Ltd ("BPEP" and, together with First NIS
Fund, the "Reporting Persons") with respect to the shares of common stock,
par value $0.01 per share (the "Common Stock"), held by First NIS Fund in
Golden Telecom, Inc., a Delaware corporation ("Golden Telecom"), as amended
by Amendment No. 1 on Schedule 13D/A filed on September 10, 2003.
First NIS Fund is a private institutional fund organized and
registered under the laws of Luxembourg. BPEP, a private limited company
organized under the laws of England and Wales, is the manager of First NIS
Fund and an indirect wholly-owned subsidiary of ING Groep NV ("Parent"), a
company organized under the laws of The Netherlands.
The address of the principal office of First NIS Fund is 13 Rue
Goethe, L-1637, Luxembourg, c/o Bank of Bermuda Luxembourg. The address of
the principal office of BPEP is 33 Cavendish Square, London, England
W1M0BQ. The address of the principal office of Parent is Strawinskylaan
2631, 1077 ZZ Amsterdam, The Netherlands.
The principal executive offices of Golden Telecom are located at c/o
Representation Office Golden TeleServices, Inc., 12 Trubnaya Ulitsa,
Moscow, Russia 103045.
ITEM 4. Purpose of Transaction
----------------------
Item 4 is hereby amended by adding the following paragraph (b.1) after
existing paragraph (b) thereof, and deleting existing paragraph (b) as of
the Telenor Effective Date (as defined below):
(b.1) On August 19, 2003, Golden Telecom entered into a share exchange
agreement (the "Share Exchange Agreement") with Nye Telenor East Invest AS
("Telenor"), pursuant to which Telenor will acquire shares of Common Stock
upon the satisfaction of certain conditions relating to such acquisition
(the "Telenor Transaction"). In connection with the Telenor Transaction,
First NIS Fund has entered into (i) the Successor Shareholders Agreement
(as described in Item 5 and Item 6 below, and a copy of which is attached
hereto as Exhibit 99.11), which contains certain provisions relating to
business combinations, transfers of shares of Common Stock, the nomination
and removal of the directors of Golden Telecom and the approval of special
transactions, (ii) the Successor Standstill Agreement (as described in Item
5 and Item 6 below, and a copy of which is attached hereto as Exhibit
99.12), which contains certain provisions relating to proxy contests and
the acquisition of shares of Golden Telecom and (iii) the Successor
Registration Rights Agreement (as described in Item 5 and Item 6 below, and
a copy of which is attached hereto as Exhibit 99.13), which contains
certain provisions relating to the registration of the Golden Telecom
Common Stock under the U.S. Securities Act of 1933, as amended. In each
case, these agreements are effective as of the effective date of the
Telenor Transaction (the "Telenor Effective Date").
ITEM 5. Interest in Securities of Golden Telecom
----------------------------------------
Item 5 is hereby amended by deleting the entire text therein and
replacing it with the following:
(a)(i) As of August 19, 2003, as disclosed to the Reporting Persons by
Golden Telecom, there are an aggregate of 27,795,065 shares of Common Stock
outstanding. As of the date hereof First NIS Fund beneficially owns 723,906
shares of Common Stock, representing approximately 2.6% of the outstanding
shares of Common Stock.
Due to its relationship with First NIS Fund (see Item 2), as of the
date hereof, BPEP may be deemed to beneficially own 723,906 shares of
Common Stock. Based on an aggregate of 27,795,065 outstanding shares of
Common Stock, this would represent approximately 2.6% of the outstanding
shares of Common Stock. BPEP disclaims beneficial ownership of all Common
Stock beneficially owned First NIS Fund.
Golden Telecom, OAO Rostelecom, a company organized in the Russian
Federation ("RTK"), Alfa Telecom Limited, a company incorporated in the
British Virgin Islands ("Alfa Telecom"), Telenor, Capital International
Global Emerging Markets Private Equity Fund, L.P., a limited partnership
organized under the laws of the State of Delaware ("CIPEF"), Cavendish
Nominees Limited, a limited liability company organized and registered
under the laws of Guernsey ("Cavendish"), and First NIS Fund (together with
Cavendish, "Barings") entered into a Shareholders Agreement dated as of
August 19, 2003 (the "Successor Shareholders Agreement") which is intended
to supersede the Shareholders Agreement dated as of September 5, 2002 (the
"Prior Shareholders Agreement"), a Standstill Agreement dated as of August
19, 2003 (the "Successor Standstill Agreement") which is intended to
supersede the Standstill Agreement dated as of September 5, 2002 (the
"Prior Standstill Agreement"), and a Registration Rights Agreement dated as
of August 19, 2003 (the "Successor Registration Rights Agreement"), which
is intended to supersede the prior registration rights agreements with
Golden Telecom entered into by the parties to the Successor Registration
Rights Agreement. Each of the Successor Shareholders Agreement, the
Successor Standstill Agreement and the Successor Registration Rights
Agreement is intended to be effective, and supersede the existing
agreements cited above, as of the Telenor Effective Date.
Reference is made to such statements on Schedule 13D or Schedule 13G
as have been or may be filed with the Securities and Exchange Commission by
each of RTK, Alfa Telecom, CIPEF and Cavendish (and the funds for which it
serves as nominee) for information regarding such entities, their
respective beneficial ownership of shares of Common Stock and any changes
to such respective beneficial ownership of shares of Common Stock. To the
best of the Reporting Persons' knowledge, as of August 19, 2003, each of
RTK, Alfa Telecom, CIPEF, and Cavendish (as nominee), respectively, may be
deemed to beneficially own the following numbers and percentages of Shares:
RTK - 4,024,067 (14.5%); Alfa Telecom - 10,840,647 (39.0%); CIPEF -
2,166,405 (7.8%) and Cavendish (as nominee) - 1,845,679 (6.6%).
To the best of the Reporting Persons' knowledge, as of August 19,
2003, RTK, Alfa Telecom, CIPEF, Cavendish and First NIS Fund, in the
aggregate but not individually, may be deemed to beneficially own
19,600,794 shares of Common Stock (70.5% of Golden Telecom). Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock beneficially owned by RTK, Alfa Telecom, CIPEF and Cavendish, and the
filing of this Statement shall not be construed as an admission that any of
the Reporting Persons or any other person named in Item 2 hereof forms a
"group" (as such term is defined in Section 13(d)(3) of the Securities
Exchange Act of 1934 and Rule 13d-5 under such Act) with, or is the
beneficial owner of any shares of Common Stock beneficially owned by, RTK,
Alfa Telecom, CIPEF or Cavendish.
(ii) As of the Telenor Effective Date, based on the outstanding shares
of Common Stock as of August 19, 2003 as disclosed to the Reporting Persons
by Golden Telecom, and assuming no changes occur other than the issuance of
shares under the Share Exchange Agreement occur to the aggregate number of
shares of Common Stock outstanding, there will be an aggregate of
34,528,031 shares of Common Stock outstanding. As of the Telenor Effective
Date, and assuming no other changes occur to the number shares of Common
Stock owned by First NIS Fund, First NIS Fund will beneficially own 723,906
shares of Common Stock, representing approximately 2.1% of the outstanding
shares of Common Stock.
Due to its relationship with First NIS Fund (see Item 2), as of the
date hereof, BPEP may be deemed to beneficially own 723,906 shares of
Common Stock. Based on an aggregate of 34,528,031 outstanding shares of
Common Stock, this would represent approximately 2.1% of the outstanding
shares of Common Stock. BPEP disclaims beneficial ownership of all Common
Stock beneficially owned First NIS Fund.
Reference is made to such statements on Schedule 13D or Schedule 13G
as have been or may be filed with the Securities and Exchange Commission by
each of RTK, Alfa Telecom, Telenor, CIPEF and Cavendish (and the funds for
which it serves as nominee) for information regarding such entities, their
respective beneficial ownership of shares of Common Stock and any changes
to such respective beneficial ownership of shares of Common Stock. To the
best of the Reporting Persons' knowledge, as of the Telenor Effective Date,
and assuming no changes occur, other than the issuance of shares of Common
Stock to Telenor on the Telenor Effective Date, (i) to the outstanding
number of shares of Common Stock or (ii) to the shares of Common Stock held
by RTK, Alfa Telecom, Telenor, CIPEF or Cavendish (as nominee), each of
RTK, Alfa Telecom, Telenor, CIPEF, and Cavendish (as nominee),
respectively, may be deemed to beneficially own the following numbers and
percentages of Shares: RTK - 4,024,067 (11.7%); Alfa Telecom - 10,840,647
(31.4%); CIPEF - 2,166,405 (6.3%) and Cavendish (as nominee) - 1,845,679
(5.3%).
To the best of the Reporting Persons' knowledge, as of the Telenor
Effective Date, RTK, Alfa Telecom, Telenor, CIPEF, Cavendish and First NIS
Fund, in the aggregate but not individually, may be deemed to beneficially
own 26,333,760 shares of Common Stock (76.3% of Golden Telecom). Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock beneficially owned by RTK, Alfa Telecom, Telenor, CIPEF and
Cavendish, and the filing of this Statement shall not be construed as an
admission that any of the Reporting Persons or any other person named in
Item 2 hereof forms a "group" (as such term is defined in Section 13(d)(3)
of the Securities Exchange Act of 1934 and Rule 13d-5 under such Act) with,
or is the beneficial owner of any shares of Common Stock beneficially owned
by, RTK, Alfa Telecom, Telenor, CIPEF or Cavendish.
Except as set forth herein, to the knowledge of the Reporting Persons,
none of the persons listed on Schedule I hereto beneficially own any shares
of Common Stock.
(b) The number of shares of Common Stock with respect to which First
NIS Fund (i) has sole voting power is 723,906, (ii) shares voting power is
zero, (iii) has sole dispositive power is 723,906 and (iv) shares
dispositive power is zero.
As noted above, BPEP disclaims beneficial ownership of all shares
beneficially owned by First NIS Fund.
Under the Prior Shareholders Agreement and under the Successor
Shareholders Agreement, when effective, First NIS Fund has agreed to take
all action (including without limitation the voting of shares, the
execution of written consents, the calling of special meetings, the removal
of directors, the filling of vacancies on the Board of Directors, the
waiving of notice and attendance at meetings, the amendment of Golden
Telecom's by-laws and the like) necessary from time to time to maintain the
composition of the Board of Directors specified in Section 3 of the Prior
Shareholders Agreement and Section 3 of the Successor Shareholders
Agreement in accordance with the terms of such provisions. As noted above,
each of the Reporting Persons disclaims beneficial ownership of all shares
of Common Stock beneficially owned by RTK, Alfa Telecom, Telenor, CIPEF and
Cavendish.
The Reporting Persons may be deemed, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), to share
beneficial ownership of 1,845,769 shares of Common Stock owned of record by
Cavendish, as nominee, representing, as of the date hereof, approximately
6.6% of the issued and outstanding shares of Common Stock. Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock held of record by Cavendish (and beneficially owned by the funds
holding such shares through Cavendish as nominee) and disclaims membership
in any "group" with Cavendish and such funds.
(c) The disclosure set forth in Item 6 of this statement is
specifically incorporated by reference into this Item 5 in its entirety.
Except as set forth herein, none of the Reporting Persons or, to the
knowledge of the Reporting Persons, none of the persons named in Schedule I
hereto beneficially owns any shares of Common Stock or has effected any
transactions in shares of Common Stock during the preceding 60 days.
(d) The investors in First NIS Fund have the right to receive
dividends from, or proceeds from the sale of, all of the shares of Common
Stock owned of record by First NIS Fund.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
With Respect to Securities of the Issuer
----------------------------------------
Item 6 is hereby further amended by adding the following paragraph
(b.1) after existing paragraph (b) and deleting existing paragraph (b) as
of the Telenor Effective Date:
"(b.1) Successor Standstill Agreement. As disclosed in Item 5 above,
Golden Telecom, RTK, Alfa Telecom, Telenor, CIPEF, Cavendish and First NIS
Fund have entered into the Successor Standstill Agreement effective as of
the Telenor Effective Date, pursuant to which each of them agreed, among
other things, not to (i) acquire shares of voting stock of Golden Telecom
in excess of specified levels (subject to certain exceptions) or (ii)
engage in proxy contests in respect of shares of voting stock of Golden
Telecom, in each case for a period of eighteen months following the date of
the Successor Standstill Agreement. The Successor Standstill Agreement
expires upon the occurrence of any of the following: (i) the mutual
agreement of the parties thereto, (ii) the voluntary or involuntary filing
of a petition in bankruptcy by or against Golden Telecom, (iii) an event of
insolvency affecting Golden Telecom, or the appointment of a receiver for
Golden Telecom, (iv) the date on which any person owns, individually or
collectively with its affiliates, 50% or more of the Golden Telecom voting
stock, or (v) the date eighteen months following the effectiveness of the
Successor Standstill Agreement. Any party to the Successor Standstill
Agreement who, together with its affiliates, having once attained ownership
of at least 3% or more of the Golden Telecom voting stock, thereafter
ceases to own, together with its affiliates, at least 3% of the Golden
Telecom voting stock, shall cease to be a party thereto and shall cease to
have any rights or obligations thereunder. A copy of the Successor
Standstill Agreement, which is intended to supersede the Prior Standstill
Agreement as of the Telenor Effective Date, is included as Exhibit 99.12 to
this statement and qualifies the disclosure set forth herein in its
entirety."
Item 6 is hereby further amended by adding the following paragraphs
(d.1) and (e) after existing paragraph (d) and deleting existing paragraph
(d) as of the Telenor Effective Date:
(d.1) Successor Shareholders Agreement. Golden Telecom, RTK, Alfa
Telecom, Telenor, CIPEF, Cavendish and First NIS Fund have entered into the
Successor Shareholders Agreement effective as of the Telenor Effective
Date. The Successor Shareholders Agreement provides for certain tag-along
rights exercisable by CIPEF, RTK and Barings in the event that Alfa Telecom
proposes to transfer shares to a third party who will own, directly or
indirectly, not less than one-third of Golden Telecom's Common Stock or
capital stock (as adjusted for capital changes) immediately after such
transfer. Upon the exercise by CIPEF, RTK or Barings of such right, the
exercising party may sell to the third party its pro rata portion of the
shares covered by the third party offer.
The Successor Shareholders Agreement also provides each of Alfa
Telecom and Telenor (i) the right to participate on a pro rata basis in a
transfer of Golden Telecom shares when either party receives a bona fide
offer for Golden Telecom shares and (ii) the right to participate on an
equal basis in an offer to purchase the Golden Telecom shares held by
Barings or CIPEF. The Successor Shareholders Agreement also provides Alfa
Telecom, Telenor and RTK with a right of first offer in the event that a
significant shareholder proposes to transfer any Golden Telecom shares to
another person. In addition, the Successor Shareholders Agreement grants to
each of RTK, Alfa Telecom, Telenor, CIPEF, Cavendish and First NIS Fund a
limited pre-emptive right to acquire its pro rata share of new securities
(on a fully diluted basis) issued by Golden Telecom from time to time
during the term of the Successor Shareholders Agreement.
In addition, the Successor Shareholders Agreement provides for the
nomination and removal of directors of Golden Telecom for two years after
its effective date. Subject to certain conditions, Alfa Telecom generally
has the right to designate three directors and Telenor has the right to
designate two directors. CIPEF and Barings each has the right to designate
one director, both of whom shall be independent. RTK has the right to
designate two directors, one of whom shall be independent. One independent
director (who shall also be a financial expert in the event that no other
director is a financial expert) shall be designated by the Board of
Directors of Golden Telecom. If RTK owns less than 10% but more than 3% of
the issued and outstanding Golden Telecom voting stock, the number of
directors designated by RTK will be reduced to one. If RTK owns less than
3% of the issued and outstanding Golden Telecom voting stock, the number of
directors designated by RTK will be reduced to zero. If CIPEF or Barings
own less than 3% of the issued and outstanding Golden Telecom voting stock,
the number of directors designated by CIPEF or Barings, as the case may be,
will be reduced to zero. The Successor Shareholders Agreement also provides
for a reduction in the number of directors to be designated by a
shareholder, including Alfa Telecom and Telenor, upon other specified
reductions in its ownership threshold levels relating to the issued and
outstanding Golden Telecom voting stock. Golden Telecom and each of RTK,
Alfa Telecom, Telenor, Barings and CIPEF have agreed that so long as the
agreement set forth in Section 3 of the Successor Shareholders Agreement
remains in effect, each of them will take all action (including without
limitation the voting of shares, the execution of written consents, the
calling of special meetings, the removal of directors, the filling of
vacancies on the Board of Directors, the waiving of notice and attendance
at meetings, the amendment of Golden Telecom's by-laws and the like)
necessary from time to time to maintain the composition of the Board of
Directors specified in Section 3 of the Successor Shareholders Agreement in
accordance with the terms of such provision.
The Successor Shareholders Agreement also contains procedures relating
to the approval of special transactions which involve, directly or
indirectly, a value exceeding 5% of the total consolidated assets of Golden
Telecom and its subsidiaries and include provisions relating to the
proposal of special transactions by directors as well as the retention in
certain cases of an independent special consultant to review the special
transaction. Furthermore, the Successor Shareholders Agreement restricts
business combinations with Golden Telecom by the parties thereto without
the prior approval of the Board of Directors of Golden Telecom (including
approval by a majority of the disinterested directors as defined therein).
In addition, the Successor Shareholders Agreement prohibits any party
thereto from acquiring beneficial ownership of any shares of Golden Telecom
voting stock if after such acquisition such shareholder would beneficially
own in aggregate 50% or more of the Golden Telecom voting stock, unless
such acquisition is made pursuant to a tender offer. Any person who
acquires 10% or more of the Golden Telecom voting stock from a party to the
Successor Shareholders Agreement is required to execute an endorsement and
be bound by this tender offer requirement.
A copy of the Successor Shareholders Agreement, which is intended to
supersede the Prior Shareholders Agreement as of the Telenor Effective
Date, is included as Exhibit 99.11 to this statement and qualifies the
disclosure set forth herein in its entirety.
(e) Successor Registration Rights Agreement. Golden Telecom, RTK, Alfa
Telecom, Telenor, CIPEF, Cavendish and First NIS Fund have entered into the
Successor Registration Rights Agreement effective as of the Telenor
Effective Date. The Successor Registration Rights Agreement provides the
parties thereto with the right to request that Golden Telecom effect a
registration under the U.S. Securities Act of 1933, as amended, with
respect to all or a part of the shares of Common Stock held by the parties
thereto on the effective date of the agreement as well as certain
additional shares acquired thereafter, provided, however, that at least
500,000 shares of Common Stock are requested to be registered by such
shareholder or shareholders. The Successor Registration Rights Agreement
also allows the other parties thereto to have all or part of the shares of
Common Stock held by them on the effective date of the Successor
Registration Rights Agreement (as well as certain additional shares
acquired thereafter) included in the registration. Alfa Telecom, RTK and
Telenor are each entitled to two demand registration requests and Barings
and CIPEF are each entitled to one demand registration request. A copy of
the Successor Registration Rights Agreement, which is intended to supersede
the prior registration rights agreements between Golden Telecom and Alfa
Telecom, RTK, CIPEF, Cavendish and First NIS Fund, is included as Exhibit
99.13 to this statement and qualifies the disclosure set forth herein in
its entirety."
ITEM 7. Material to Be Filed as Exhibits
--------------------------------
Item 7 is hereby amended to reflect the inclusion of the following exhibits:
Exhibit 99.11 Successor Shareholders Agreement, dated as of August 19,
2003
Exhibit 99.12 Successor Standstill Agreement, dated as of August 19,
2003
Exhibit 99.13 Successor Registration Rights Agreement, dated as of
August 19, 2003
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: August 21, 2003
FIRST NIS REGIONAL FUND SICAV
By: /s/ Alexey Kalinin
----------------------------------
Name: Alexey Kalinin
Title: Authorized Signatory
By: /s/ Wilson Paul Roberts
----------------------------------
Name: Wilson Paul Roberts
Title: Authorized Signatory
BPEP MANAGEMENT (UK) LTD
By: /s/ Hedley J. Mayor
----------------------------------
Name: Hedley J. Mayor
Title: Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Subscription Agreement, dated as of September 30, 1999, between
Golden Telecom, Inc. and First NIS Regional Fund SICAV***
99.2(a) Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and First NIS Regional Fund SICAV.***
99.2(b) Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and Baring Vostok Private Equity Fund
LP.****
99.3 Share Purchase Agreement, dated April 2, 2001, among Global
TeleSystems, Inc., Alfa Bank Holdings Limited, Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Cavendish Nominees Limited and First NIS Regional Fund SICAV.**
99.4 Stock Option Agreement, dated as of May 11, 2001, among Cavendish
Nominees Limited, First NIS Regional Fund SICAV and Global
TeleSystems Inc.****
99.5 Standstill Agreement, dated as of March 31, 2001.*
99.6 Amendment and Assignment Agreement, dated as of May 11, 2001.****
99.7 Shareholders Agreement dated as of May 11, 2001.*****
99.8 Agreement among Reporting Persons in respect of Schedule 13D
Filing***
99.9 Shareholders Agreement, dated as of September 5, 2002******
99.10 Standstill Agreement, dated as of September 5, 2002******
99.11 Shareholders Agreement, dated as of August 19, 2003*******
99.12 Standstill Agreement, dated as of August 19, 2003*******
99.13 Registration Rights Agreement, dated as of August 19, 2003*******
* Incorporated by reference to the Schedule 13D/A of Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Capital International Investments, LLC, Capital International,
Inc. and Capital Group International, Inc. dated April 12, 2001.
** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. dated April 5, 2001 (EDGAR Accession No.
0000950129-01-001961).
*** Incorporated by reference to the Schedule 13D of First NIS
Regional Fund SICAV dated May 21, 2001
**** Incorporated by reference to the Schedule 13D of Cavendish
Nominees Limited and related parties dated May 21, 2001.
***** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. and others dated May 21, 2001.
****** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. and others dated September 10, 2002.
******* Filed herewith
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ING GROEP NV AND
BPEP MANAGEMENT (UK) LTD
The name, present principal occupation or employment, the business address and citizenship
for each director and executive officer of ING Groep NV ("Parent") and BPEP Management (UK) Ltd ("BPEP")
is set forth below.
Present Principal
-----------------
Name and Business Occupation or Employment Business Address Citizenship
----------------- ------------------------ ---------------- -----------
Parent
------
Cornelis Maas Chief Financial Soestdijkswewg Noord The
Officer 426, 3723HM Bilthoven Netherlands
Holland
Alexander Hedrik George Executive Committee Burgemeester den Texlaan The
Rinnooy Kan Director 42, 2111CE Aerdenhout Netherlands
Holland
Michel Joachim Gerard Executive Committee Rue du Moulin 10,1310 La Belgium
Alphonse Tilmant Vice-Chairman Hulpe
Belgium
Ewald Kist Executive Committee Klattewag 10, 3597KB's The
Chairman -- 6, Netherlands
Gravenhage
Holland
Jan Marie Lindenburgh Executive Committee Burgemeester den Texlaan The
Director 42, 2111CE Aerdenhout Netherlands
Holland
Fred Hubbell Executive Committee Amstelveenseweg 500 US
Director 1081 KL Amsterdam
PO Box 810
100 AV Amsterdam
The Netherlands
BPEP
Mark Ledlie Hawkesworth Fund Manager 33 Cavendish Square English
London
England, W1M 0BQ
David Stuart Huckfield Senior Partner of 33 Cavendish Square English
Operations --Baring London
Private Equity Partners England, W1M 0BQ
Limited
John George Morton Accountant 33 Cavendish Square English
London
England, W1M 0BQ
Hedley John Mayor Chartered Accountant 33 Cavendish Square English
London
England, W1M 0BQ
Gilbert John Chalk Company Director 33 Cavendish Square English
London
England, W1M 0BQ