Amendment No.1 to Share Sale and Exchange Agreement



 Exhibit 4.3 
 Execution version 
 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED 

SHARE SALE AND EXCHANGE AGREEMENT 
 AMENDMENT NO. 1 (this “Agreement”), dated as of November 25, 2011, to the Amended and Restated Share Sale and Exchange Agreement dated as of January 17, 2011, and amended
and restated on April 15, 2011 (as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SSEA”) by and among VimpelCom Ltd.
(“VimpelCom”), a company organized and existing under the laws of Bermuda, WIND TELECOM S.p.A. (“Weather I”), a company organized and existing under the laws of Italy, and Weather Investments II
S.à r.l. (“Weather II”), a company organized and existing under the laws of the Grand Duchy of Luxembourg. 
 RECITALS 
 A. VimpelCom, Weather I and Weather II are parties to the SSEA.

 B. The parties desire to amend the SSEA as provided in this Agreement. 

NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein,
as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the parties hereto agree as follows: 

ARTICLE I 

AMENDMENTS TO THE SSEA 
 1.1 Amendments to the SSEA. With effect as the date of this Agreement, the SSEA shall be amended as follows: 
 (a) Section 6.3(f)(i)(B) of the SSEA shall be replaced in its entirety with the following: 
 “If the Orascom shareholders’ meeting required to implement Spin-Off Plan A has approved, and EFSA has pre-approved, Spin-Off Plan A with respect to the Orascom Spin-Off Assets on or prior to
Closing, but Spin-Off Plan A with respect to the Orascom Spin-Off Assets cannot be completed on or prior to January 31, 2012 or such earlier date as agreed by VimpelCom and Weather II (the “Spin-Off Plan A Outside
Date”), then: (i) all Orascom Spin-Off Assets shall be retained by Orascom, and (ii) on the Spin-Off Plan A Outside Date, VimpelCom shall make a cash payment to Weather II of US$600 million as additional Consideration and, if
France Telecom has not exercised its call option under the MobiNil Shareholders Agreement prior to the Spin-Off Plan A Outside Date, VimpelCom shall make a further additional cash payment of US$170 million as further additional Consideration on the
Business Day following the Spin-Off Plan A Outside Date;” 

  
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 Execution version 
 (b) Section 10.2(e) of the SSEA shall be replaced in its entirety with the following: 
 “Weather II shall indemnify, defend and hold VimpelCom and its respective officers, directors, employees, agents, Subsidiaries and Affiliates harmless from and against any and all Losses incurred by
VimpelCom or any of its respective officers, directors, employees, agents, Subsidiaries or Affiliates, arising out of or resulting from any guarantee VimpelCom or Orascom is required to provide to any entity pursuant to the MobiNil Shareholders
Agreement.” 
 1.2 Effect of Amendments. Except as expressly amended hereby, all terms of the SSEA shall remain in
full force and effect. 
 ARTICLE II 
 MISCELLANEOUS 
 2.1 Entire Agreement. This Agreement constitutes the
entire understanding and agreement by and among the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and understandings among such parties with respect to the subject matter hereof.

 2.2 Other Miscellaneous Provisions. The provisions of Sections 13.2 to 13.9 of the SSEA shall apply to this Agreement
as if set forth herein. 







 Execution version 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 
  

							
	VIMPELCOM	 		 	VIMPELCOM LTD.
				
		 		 	By:	 	/s/ Jo O. Lunder
				
		 		 	Name:	 	Jo O. Lunder
				
		 		 	Title:	 	Chief Executive Officer
			
	WEATHER I	 		 	WIND TELECOM S.P.A.
				
		 		 	By:	 	/s/ Jeffrey D. McGhie
				
		 		 	Name:	 	Jeffrey D. McGhie
				
		 		 	Title:	 	Group General Counsel
			
	WEATHER II	 		 	WEATHER INVESTMENTS II S.À R.L.
				
		 		 	By:	 	/s/ Naguib Sawiris
				
		 		 	Name:	 	Naguib Sawiris
				
		 		 	Title: